Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | SMSI | |
Entity Registrant Name | SMITH MICRO SOFTWARE INC | |
Entity Central Index Key | 948,708 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 14,283,953 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 3,939 | $ 2,229 |
Accounts receivable, net of allowances for doubtful accounts and other adjustments of $60 (2017) and $197 (2016) | 5,209 | 4,962 |
Income tax receivable | 1 | 1 |
Inventories, net of reserves for excess and obsolete inventory of $146 (2017) and $148 (2016) | 16 | 12 |
Prepaid expenses and other current assets | 706 | 713 |
Total current assets | 9,871 | 7,917 |
Equipment and improvements, net | 1,381 | 1,811 |
Other assets | 146 | 149 |
Intangible assets, net | 551 | 745 |
Goodwill | 3,685 | 3,686 |
Total assets | 15,634 | 14,308 |
Current liabilities: | ||
Accounts payable | 1,318 | 1,907 |
Accrued liabilities | 3,182 | 3,503 |
Related-party notes payable, short-term | 2,200 | |
Deferred revenue | 367 | 98 |
Total current liabilities | 7,067 | 5,508 |
Non-current liabilities: | ||
Related-party notes payable, net of discount & issuance costs of $0 (2017) and $705 (2016) | 1,295 | |
Notes payable, net of discount & issuance costs of $508 (2017) and $705 (2016) | 1,492 | 1,295 |
Deferred rent and other long-term liabilities | 2,332 | 2,970 |
Deferred tax liability, net | 181 | 181 |
Total non-current liabilities | 4,005 | 5,741 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, par value $0.001 per share; 5,000,000 shares authorized; 5,500 and 0 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | ||
Common stock, par value $0.001 per share; 100,000,000 shares authorized; 14,283,953 and 12,297,954 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 14 | 12 |
Additional paid-in capital | 237,321 | 229,275 |
Accumulated comprehensive deficit | (232,773) | (226,228) |
Total stockholders’ equity | 4,562 | 3,059 |
Total liabilities and stockholders' equity | $ 15,634 | $ 14,308 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Allowances for doubtful accounts receivable | $ 60 | $ 197 |
Reserves for excess and obsolete inventory | 146 | 148 |
Related-party notes payable, discount & issuance costs | 0 | 705 |
Notes payable, discount & issuance costs | $ 508 | $ 705 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 5,500 | 0 |
Preferred stock, shares outstanding | 5,500 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 14,283,953 | 12,297,954 |
Common stock, shares outstanding | 14,283,953 | 12,297,954 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenues | $ 5,804 | $ 6,478 | $ 17,242 | $ 21,151 |
Cost of revenues | 1,159 | 1,798 | 3,727 | 5,824 |
Gross profit | 4,645 | 4,680 | 13,515 | 15,327 |
Operating expenses: | ||||
Selling and marketing | 1,413 | 2,541 | 4,667 | 7,389 |
Research and development | 2,100 | 4,174 | 6,771 | 12,204 |
General and administrative | 2,220 | 2,522 | 6,648 | 7,878 |
Restructuring (income) expense | (146) | 568 | ||
Total operating expenses | 5,587 | 9,237 | 18,654 | 27,471 |
Operating loss | (942) | (4,557) | (5,139) | (12,144) |
Other expense: | ||||
Change in carrying value of contingent liability | 11 | 668 | ||
Loss on related party debt extinguishment | (405) | (405) | ||
Interest (expense) income, net | (315) | (66) | (928) | (68) |
Other expense | (2) | (9) | (10) | (26) |
Loss before provision for income taxes | (1,664) | (4,621) | (6,482) | (11,570) |
Provision for income tax expense | 6 | 11 | 19 | 48 |
Net loss | (1,670) | (4,632) | (6,501) | (11,618) |
Other comprehensive income, before tax: | ||||
Unrealized holding gains on available-for-sale securities | 2 | |||
Other comprehensive income, net of tax | 2 | |||
Comprehensive loss | $ (1,670) | $ (4,632) | $ (6,501) | $ (11,616) |
Net loss per share: | ||||
Basic and diluted | $ (0.12) | $ (0.38) | $ (0.49) | $ (0.98) |
Weighted average shares outstanding: | ||||
Basic and diluted | 14,297 | 12,209 | 13,221 | 11,826 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Total | Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Comprehensive Deficit [Member] |
BALANCE at Dec. 31, 2016 | $ 3,059 | $ 12 | $ 229,275 | $ (226,228) | |
BALANCE, Shares at Dec. 31, 2016 | 0 | ||||
BALANCE, Shares at Dec. 31, 2016 | 12,297,954 | 12,298,000 | |||
Shares issued in Series B preferred stock offering, net issuance costs ($287) | $ 2,413 | 2,413 | |||
Shares issued in Series B preferred stock offering, net issuance costs ($287), shares | 3,000 | ||||
Shares issued in Series B preferred stock in accordance with debt extinguishment | 2,697 | 2,697 | |||
Shares issued in Series B preferred stock in accordance with debt extinguishment, shares | 3,000 | ||||
Shares issued in common stock offering, net | 1,992 | $ 2 | 1,990 | ||
Shares issued in common stock offering, net, shares | 2,162,000 | ||||
Common stock warrants issued in connection with stock offering | 64 | 64 | |||
Non-cash compensation recognized on stock options and Employee stock purchase plan ("ESPP") | 34 | 34 | |||
Restricted stock grants, net of cancellations | 968 | 968 | |||
Restricted stock grants, net of cancellations, shares | (70,000) | ||||
Cancellation of shares for payment of withholding tax | (166) | (166) | |||
Cancellation of shares for payment of withholding tax, shares | (111,000) | ||||
Employee stock purchase plan | 2 | 2 | |||
Employee stock purchase plan, shares | 4,000 | ||||
Warrant repricings due to down round triggers | 44 | (44) | |||
Comprehensive loss | (6,501) | (6,501) | |||
BALANCE at Sep. 30, 2017 | $ 4,562 | $ 14 | 237,321 | (232,773) | |
BALANCE, Shares at Sep. 30, 2017 | 5,500 | 6,000 | |||
BALANCE, Shares at Sep. 30, 2017 | 14,283,953 | 14,283,000 | |||
Employee stock purchase plan, shares | 2,000 | ||||
BALANCE at Sep. 30, 2017 | $ 4,562 | $ 14 | 237,321 | (232,773) | |
BALANCE, Shares at Sep. 30, 2017 | 5,500 | 6,000 | |||
BALANCE, Shares at Sep. 30, 2017 | 14,283,953 | 14,283,000 | |||
Comprehensive loss | $ (1,670) | ||||
BALANCE at Sep. 30, 2017 | $ 4,562 | $ 14 | $ 237,321 | $ (232,773) | |
BALANCE, Shares at Sep. 30, 2017 | 5,500 | 6,000 | |||
BALANCE, Shares at Sep. 30, 2017 | 14,283,953 | 14,283,000 |
Consolidated Statement of Stoc6
Consolidated Statement of Stockholders' Equity (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Series B Preferred Stock [Member] | |
Shares issued in Series B preferred stock offering, issuance costs | $ 287 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Operating activities: | ||
Net loss | $ (6,501) | $ (11,618) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 694 | 1,096 |
Amortization of debt discounts and financing issuance costs | 394 | 36 |
Restructuring costs | (146) | |
Change in carrying value of contingent liability | (668) | |
Loss on related party debt extinguishment | 405 | |
Provision for doubtful accounts and other adjustments to accounts receivable | 78 | |
Provision for excess and obsolete inventory | 8 | |
(Gain) loss on disposal of fixed assets | (6) | 27 |
Stock based compensation | 1,002 | 1,173 |
Change in operating accounts: | ||
Accounts receivable | (325) | 3,143 |
Income tax receivable | 99 | |
Inventories | (4) | 13 |
Prepaid expenses and other assets | 11 | (173) |
Accounts payable and accrued liabilities | (1,564) | (796) |
Deferred revenue | 269 | (335) |
Net cash used in operating activities | (5,693) | (7,995) |
Investing activities: | ||
Acquisition of Birdstep Technology, net of cash received | (1,927) | |
Acquisition of iMobileMagic, net of cash received | (558) | |
Capital expenditures | (68) | (323) |
Proceeds from the sale of short-term investments | 4,080 | |
Net cash (used in) provided by investing activities | (68) | 1,272 |
Financing activities: | ||
Cash received from stock sale for employee stock purchase plan | 2 | 13 |
Cash received from common stock offering, net of expenses | 2,056 | |
Cash received from preferred stock and warrant offering, net of expenses | 2,413 | |
Cash received from related-party short-term notes payable | 3,000 | |
Cash received from related-party long-term notes payable, net of issuance costs ($83) | 1,917 | |
Cash received from long-term notes payable, net of issuance costs ($83) | 1,917 | |
Net cash provided by financing activities | 7,471 | 3,847 |
Net increase (decrease) in cash and cash equivalents | 1,710 | (2,876) |
Cash and cash equivalents, beginning of period | 2,229 | 8,819 |
Cash and cash equivalents, end of period | 3,939 | 5,943 |
Supplemental disclosures of cash flow information: | ||
Cash paid for income taxes | 5 | 37 |
Cash paid for interest expense | 552 | |
Supplemental schedule of non-cash investing and financing activities: | ||
Issuance of common stock warrants in connection with stock offering | 64 | |
Change in unrealized gain on short-term investments | $ 2 | |
Issuance of preferred stock for the settlement of sr. subordinated debt | 2,697 | |
Reclassification of warrant liability upon adoption of ASU 2017-11 | $ 1,761 |
Consolidated Statements of Cas8
Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Statement Of Cash Flows [Abstract] | |
Related party long-term notes payable issuance costs | $ 83 |
Long-term notes payable issuance costs | $ 83 |
The Company
The Company | 9 Months Ended |
Sep. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
The Company | 1. The Company Smith Micro Software, Inc. (“Smith Micro,” “Company,” “we,” “us,” and “our”) develops software to simplify and enhance the mobile experience, providing solutions to leading wireless service providers, device manufacturers, and enterprise businesses around the world. From optimizing wireless networks to uncovering customer experience insights, and from streamlining Wi-Fi access to ensuring family safety, our solutions enrich connected lifestyles, while creating new opportunities to engage consumers via smartphones. Our portfolio also includes a wide range of products for creating, sharing, and monetizing rich content, such as visual messaging, video streaming, and 2D/3D graphics applications. With this as a focus, it is Smith Micro’s mission to help our customers thrive in a connected world. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | 2. Basis of Presentation The accompanying interim consolidated balance sheet and statement of stockholders’ equity as of September 30, 2017, and the related consolidated statements of operations and comprehensive loss and cash flows for the three and nine months ended September 30, 2017 and 2016, are unaudited. The unaudited consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted. In the opinion of management, the accompanying unaudited consolidated financial statements for the periods presented reflect all adjustments, which are normal and recurring, necessary to fairly state the financial position, results of operations, and cash flows. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC. Intercompany balances and transactions have been eliminated in consolidation. Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2017. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Changes And Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | 3. Recently Issued Accounting Pronouncements In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815) (“ASU 2017-11”) The Company has elected to early adopt ASU 2017-11 during the three months ended September 30, 2017 by applying ASU 2017-11 retrospectively to outstanding financial instruments with a down round feature for each prior reporting period presented which includes the quarter ended September 30, 2016 in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10. (See Note 19). In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) |
Going Concern Evaluation
Going Concern Evaluation | 9 Months Ended |
Sep. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Going Concern Evaluation | 4. Going Concern Evaluation In connection with preparing consolidated financial statements for the three and nine months ended September 30, 2017, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to continue as a going concern within one year from the date that the financial statements are issued. The Company considered the following: • Operating losses for ten consecutive quarters. • Negative cash flow from operating activities for six consecutive quarters. • Depressed stock price resulting in being non-compliant with NASDAQ listing rules to maintain a stock price of $1.00/share. • Stockholders’ equity being less than $2.5 million at March 31, 2017 and June 30, 2017 resulting in being non-compliant with NASDAQ listing rules. Ordinarily, conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern relate to the entity’s ability to meet its obligations as they become due. The Company evaluated its ability to meet its obligations as they become due within one year from the date that the financial statements are issued by considering the following: • The Company raised $4 million of debt financing during the year ended December 31, 2016. • The Company has raised funds from short-term loans from insiders. • As a result of the Company’s restructurings that were implemented during the three months ended December 31, 2016, and again during the six months ended June 30, 2017, the Company’s cost structure is now in line with its future revenue projections. See Footnote 11 below for additional details regarding restructurings. • On September 29, 2017, the Company completed a $5.5 million preferred stock transaction, which converted $2.8 million of long term and short-term debt (face value) into equity and raised $2.7 million of new equity capital. Management believes that the Company will generate enough cash from operations to satisfy its obligations for the next twelve months. The Company will take the following actions, if it starts to trend unfavorably to its internal profitability and cash flow projections, in order to mitigate conditions or events that would raise substantial doubt about its ability to continue as a going concern: • Raise additional funds through short-term loans. • Implement additional restructuring and cost reductions. • Raise additional capital through a private placement. • Secure a commercial bank line of credit. • Dispose of one or more product lines. • Sell or license intellectual property. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 9 Months Ended |
Sep. 30, 2017 | |
Cash And Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | 5. Cash and Cash Equivalents Cash and cash equivalents are primarily held in two financial institutions and are uninsured except for the minimum Federal Deposit Insurance Corporation coverage and have original maturity dates of three months or less. As of September 30, 2017 and December 31, 2016, bank balances totaling approximately $3.7 million and $2.1 million, respectively, were uninsured. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Accounts Receivable | 6. Accounts Receivable The Company performs ongoing credit evaluations of its customers and generally does not require collateral. The Company maintains reserves for estimated credit losses and those losses have been within management’s estimates. Allowances for product returns are included in other adjustments to accounts receivable on the consolidated balance sheets. Product returns are estimated based on historical experience and management estimations. The Company is utilizing the accounts receivable balances to secure the related party short-term notes payable. |
Impairment or Disposal of Long
Impairment or Disposal of Long Lived Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Impairment or Disposal of Long Lived Assets | 7. Impairment or Disposal of Long Lived Assets Long-lived assets to be held are reviewed for events or changes in circumstances, which indicate that their carrying value may not be recoverable. They are tested for recoverability using undiscounted cash flows to determine whether or not impairment to such value has occurred as required by FASB ASC Topic No. 360, Property, Plant, and Equipment |
Equipment and Improvements
Equipment and Improvements | 9 Months Ended |
Sep. 30, 2017 | |
Property Plant And Equipment [Abstract] | |
Equipment and Improvements | 8. Equipment and Improvements Equipment and improvements are stated at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the assets, generally ranging from three to seven years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | 9. Goodwill In accordance with FASB ASC Topic No. 350, Intangibles-Goodwill and Other |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 10. Intangible Assets The following table sets forth our acquired intangible assets by major asset class as of September 30, 2017 and December 31, 2016 (in thousands except for useful life data): September 30, 2017 December 31, 2016 Useful life Accumulated Net Accumulated Net book value Impairment Net (years) Gross amortization book value Gross amortization before impairment charge book value Purchased technology 5-6 $ 265 $ (66 ) $ 199 $ 265 $ (32 ) $ 233 $ — $ 233 Customer relationships 3-6 528 (220 ) 308 999 (147 ) 852 (411 ) 441 Trademarks/trade names 2 38 (24 ) 14 38 (9 ) 29 — 29 Non-compete 3 51 (21 ) 30 51 (9 ) 42 — 42 Total $ 882 $ (331 ) $ 551 $ 1,353 $ (197 ) $ 1,156 $ (411 ) $ 745 Intangible assets amortization expense was $0.1 million and $0.2 million for the three and nine months ended September 30, 2017, respectively, and $0.1 million for the three and nine months ended September 30, 2016. The Company determined there was an impairment of its Customer Relationships intangible asset in the amount of $0.4 million as of December 31, 2016. Future amortization expense related to intangible assets as of September 30, 2017 are as follows (in thousands): Year Ending December 31, 2017 - 3 months remaining $ 64 2018 249 2019 143 2020 47 2021 40 Beyond 8 Total $ 551 |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring And Related Activities [Abstract] | |
Restructuring | 11. Restructuring The following is the activity in our restructuring liability for the nine months ended September 30, 2017 (in thousands): December 31, 2016 September 30, 2017 Balance Provision-net Usage Balance Lease/rental terminations $ 1,786 $ (149 ) $ (245 ) $ 1,392 One-time employee termination benefits 65 805 (649 ) 221 Datacenter consolidation, other 109 (91 ) (18 ) — Total $ 1,960 $ 565 $ (912 ) $ 1,613 Of the total $1.6 million balance, $0.2 million is reported in accrued liabilities and $1.4 million is reported in deferred rent and other long-term liabilities on the balance sheet. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 12. Short-Term Debt At September 30, 2017 and December 31, 2016, the carrying value and the aggregate fair value of the Company’s short-term debt were as follows (in thousands): As of September 30, 2017 As of December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Current Liabilities: Related-party notes payable, short-term $ 2,200 $ 2,200 $ — $ — On February 7, 2017, the Company entered into a short-term secured borrowing arrangement with William W. and Dieva L. Smith (“Smith”) and on February 8, 2017 entered into a short-term secured borrowing arrangement with Steven L. and Monique P. Elfman (“Elfman”) pursuant to which Smith and Elfman each loaned to the Company $1 million and the Company issued to each of them a Secured Promissory Note (the “Original Notes”) bearing interest at the rate of 18% per annum. The Original Notes were due on March 24, 2017 are secured by the Company’s accounts receivable and certain other assets. William W. Smith, Jr. is the Company’s Chairman of the Board, President and Chief Executive Officer, and Steven L. Elfman is a director of the Company. On March 25, 2017, the Company entered into an Amendment to the Original Note issued to Smith that extended the Maturity Date of the Note to June 26, 2017. On March 31, 2017, the Company entered into a new short-term secured borrowing arrangement with Elfman for $1 million which matured on June 23, 2017. On June 30, 2017, the Company entered into a new short-term secured borrowing arrangement with each of Smith and Elfman to refinance the prior arrangement with each of them, which matured on June 26, 2017 and June 23, 2017, respectively. Under the new borrowing arrangements, the Company issued to each of Smith and Elfman a new Secured Promissory Note (“Replacement Notes”) with a principal balance of $1 million, bearing interest at the rate of 12% per annum, and maturing on September 25, 2017. The maturity date of the Replacement Note entered into with Smith may be extended by up to 180 days upon the mutual consent of the Company and Smith. Each of the Replacement Notes are secured by the Company’s accounts receivable and certain other assets. On August 22, 2017, the Company entered into Amendments to the Replacement Notes issued to each of Smith and Elfman, which extended the Maturity Date of the Replacement Notes from September 25, 2017 to January 25, 2018. The amendments do not change any other terms of the Replacement Notes. On August 23, 2017, the Company entered into a new borrowing arrangement with Smith, under which the Company borrowed $0.8 million and issued to Smith a new Secured Promissory Note, bearing interest at the rate of 12% per annum, and maturing on January 25, 2018. On August 24, 2017, the Company entered into a new borrowing arrangement with Andrew Arno (“Arno”), under which the Company borrowed $0.3 million and issued to Arno new Secured Promissory Notes with an aggregate principal balance of $0.3 million, bearing interest at the rate of 12% per annum, and maturing on January 31, 2018. Andrew Arno is a director of the Company. On September 29, 2017, the Company exchanged shares of the Company’s newly designated Series B 10% Convertible Preferred Stock (“Series B Preferred Stock”) for outstanding short-term indebtedness with a principal amount of $0.8 million owed to Smith and $0.1 million to Arno for 750 and 50 shares, respectively. See Note 19, Equity Transactions, for further details on the Series B Preferred Stock Offering. The Company reviewed FASB ASC Topic No. 470-50, Debt Extinguishment The Company evaluated the refinancing of the short-term debt instruments under FASB ASU Topic No. 470-60, Troubled Debt Restructurings, Long-Term Debt At September 30, 2017, the aggregate fair value and the carrying value of the Company’s long-term debt was as follows (in thousands): As of September 30, 2017 As of December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt - related party $ — $ — $ 1,295 $ 1,295 Long-term debt 1,492 1,492 1,295 1,295 Total long-term debt $ 1,492 $ 1,492 $ 2,590 $ 2,590 The carrying value of $1.5 million and $2.6 million are net of debt discount of $0.4 million and $1.2 million and debt issuance costs of $0.1 million and $0.2 million as of September 30, 2017 and December 31, 2016, respectively. On September 2, 2016, we entered into a Note and Warrant Purchase Agreement with Unterberg Koller Capital Fund L.P. and William W. and Dieva L. Smith (collectively, the “Investors”), pursuant to which the Company issued and sold to the Investors in a private placement senior subordinated promissory notes in the aggregate principal amount of $4 million (the “Notes”). The Company completed the transactions contemplated by the Note and Warrant Purchase Agreement and issued the Notes on September 6, 2016. The Notes mature three years following the issuance date, or September 6, 2019, and bear interest at the rate of 10% of the outstanding principal balance of the Notes, payable quarterly in cash or shares of the Company’s common stock. The Notes are subordinate and junior in right of payment to the prior payment in full of all claims, whether now existing or arising in the future, of holders of senior debt of the Company, as described in the Notes. On September 29, 2017, the Company exchanged shares of the Company’s newly designated Series B 10% Convertible Preferred Stock for outstanding long-term indebtedness with a principal amount of $2 million owed to Smith for 2,000 of the Series B Preferred Stock. See Note 19, Equity Transactions, for further details on the Series B Preferred Stock Offering. The Company reviewed FASB ASC Topic No. 470-50, Debt Extinguishment The Company evaluated the conversion of the long-term debt under FASB ASU Topic No. 470-60, Troubled Debt Restructurings |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 13. Net Loss Per Share The Company calculates earnings per share (“EPS”) as required by FASB ASC Topic No. 260, Earnings Per Share On August 15, 2016, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware for the purpose of effecting a reverse stock split (the “Reverse Split”) of the outstanding shares of the Company’s common stock at a ratio of one (1) share for every four (4) shares outstanding, so that every four (4) outstanding shares of common stock before the Reverse Split represents one (1) share of common stock after the Reverse Split. Proportionate adjustments were made to: (i) the aggregate number of shares of Common Stock available for equity-based awards to be granted in the future under our 2015 Omnibus Equity Incentive Plan; (ii) the number of shares that would be owned upon vesting of restricted stock awards and stock options which are outstanding under our 2015 Omnibus Equity Incentive Plan and 2005 Stock Option Plan, and the exercise price of any outstanding stock options, and (iii) the number of shares of Common Stock available for purchase under our Preferred Shares Rights Agreement, dated October 16, 2015, between us and Computershare Trust Company, N.A., as rights agent. We have a total of 100,000,000 authorized shares of common stock, which remained unchanged by the reverse stock split. The Reverse Split was approved by the Company’s stockholders at the special meeting held on August 15, 2016 and was effective on August 17, 2016. The Company adjusted shareholders' equity to reflect the reverse stock split by reclassifying an amount equal to the par value of the additional shares arising from the split from common stock to the Additional Paid-in Capital during the third quarter of fiscal 2016, resulting in no net impact to shareholders' equity on our consolidated balance sheets. Fractional shares were rounded down to the nearest whole share. Stockholders received cash in lieu of such fractional shares. All information presented herein has been retrospectively adjusted to reflect the reverse stock split as if it took place as of the earliest period presented. On September 29, 2017, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock of the Company (the “Certificate of Designation”), designating a total of 5,500 shares of Series B Preferred Stock. Under the Certificate of Designation, the shares of Series B Preferred Stock have a stated value of $1,000 per share and are optionally convertible, subject to certain limitations set forth in the Certificate of Designation, into shares of the Company’s Common Stock at a conversion price of $1.14 per share, subject to adjustment in the event of a stock split, stock dividend, combination, reclassification or other recapitalization affecting the Common Stock. The holders of Series B Preferred Stock are entitled to receive cumulative dividends out of funds legally available thereof at payable (i) when and as declared by the Board of Directors, in quarterly installments on March 1, June 1, September 1 and December 1, and (ii) upon conversion into Common Stock with respect the Series B Preferred Stock being converted. In the event that the trading price of the Company’s Common Stock for 20 consecutive trading days (as determined in the Certificate of Designation) exceeds 400% of the then effective Conversion Price of the Series B Preferred Stock (initially set at $1.14), the Company may force conversion of the Series B Preferred Stock into shares of Common Stock or elect to redeem the Series B Preferred Stock for cash. Until the date that stockholder approval is obtained, the Certificate of Designation limits the number of shares of Common Stock that are issuable to any holder upon conversion of such holder’s Series B Preferred Stock, such that such issuances would not cause such holder to own in excess of 19.99% of the Company’s issued and outstanding Common Stock. In addition, a holder’s shares of Series B Preferred Stock shall not be converted if, after giving effect to the conversion, such holder and its affiliated persons would own beneficially more than 9.99% of the Company’s Common Stock, subject to adjustment solely at the holder’s discretion upon 61 days’ prior notice to the Company. For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 (unaudited, in thousands, except per share amounts) (unaudited, in thousands, except per share amounts) Numerator: Net loss available to common stockholders $ (1,670 ) $ (4,632 ) $ (6,501 ) $ (11,618 ) Denominator: Weighted average shares outstanding - basic 14,297 12,209 13,221 11,826 Potential common shares - options / warrants (treasury stock method) — 2 1 3 Weighted average shares outstanding - diluted 14,297 12,211 13,222 11,829 Shares excluded (anti-dilutive) — 2 1 3 Shares excluded due to an exercise price greater than weighted average stock price for the period 1,973 2,062 1,869 2,062 Net loss per common share: Basic $ (0.12 ) $ (0.38 ) $ (0.49 ) $ (0.98 ) Diluted $ (0.12 ) $ (0.38 ) $ (0.49 ) $ (0.98 ) |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 14. Stock-Based Compensation Stock Plans During the nine months ended September 30, 2017, the Company granted 87,500 shares of restricted stock with a weighted average grant date fair value of $1.11 per share. These costs will be amortized ratably over a period of 0 to 48 months. As of September 30, 2017, there were 1.7 million shares available for future grants under the 2015 Omnibus Equity Incentive Plan. Employee Stock Purchase Plan The Company’s most recent six-month offering period ended September 30, 2017 and resulted in 2,000 shares being purchased/granted at a fair value of $0.77 per share. The next six-month offering period began on October 1, 2017 and will end on March 31, 2018. These shares will have a fair value of $0.96 per share. Stock Compensation The Company accounts for all stock-based payment awards made to employees and directors based on their fair values, which is recognized as compensation expense over the vesting period using the straight-line method over the requisite service period for each award as required by FASB ASC Topic No. 718, Compensation-Stock Compensation Stock-based non-cash compensation expense related to stock options, restricted stock grants, and the employee stock purchase plan were recorded in the financial statements as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 (unaudited) (unaudited) Cost of revenues $ — $ — $ — $ 3 Selling and marketing 5 84 (28 ) 238 Research and development 44 128 169 375 General and administrative 119 196 463 557 Restructuring expense — — 398 — Total non-cash stock compensation expense $ 168 $ 408 $ 1,002 $ 1,173 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 15. Fair Value Measurements The Company measures and discloses fair value measurements as required by FASB ASC Topic No. 820, Fair Value Measurements and Disclosures Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, the FASB establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: • Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets • Level 2 - Include other inputs that are directly or indirectly observable in the marketplace • Level 3 - Unobservable inputs which are supported by little or no market activity The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. As required by FASB ASC Topic No. 820, we measure our cash and cash equivalents at fair value. Our cash equivalents are classified within Level 1 by using quoted market prices utilizing market observable inputs. The Company early adopted ASU 2017-11 and changed its method of accounting for warrants during the nine months ended September 30, 2017 on a full retrospective basis. (See Note 19). |
Segment, Customer Concentration
Segment, Customer Concentration and Geographical Information | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment, Customer Concentration and Geographical Information | 16. Segment, Customer Concentration and Geographical Information Segment Information Public companies are required to report financial and descriptive information about their reportable operating segments as required by FASB ASC Topic No. 280, Segment Reporting The Company does not separately allocate operating expenses to these business units, nor does it allocate specific assets. Therefore, business unit information reported includes only revenues. The following table shows the revenues generated by each business unit (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 (unaudited) (unaudited) Wireless $ 4,690 $ 5,237 $ 13,678 $ 17,513 Graphics 1,114 1,241 3,564 3,638 Total revenues $ 5,804 $ 6,478 $ 17,242 $ 21,151 Customer Concentration Information A summary of the Company’s customers that represent 10% or more of the Company’s net revenues is as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 (unaudited) (unaudited) Wireless: Sprint (& affiliates) 58.8 % 64.5 % 60.0 % 64.7 % Graphics: FastSpring 12.6 % 13.7 % 14.1 % 12.8 % The two customers listed above comprised 68% and 81% of our accounts receivable as of September 30, 2017 and 2016, respectively. Geographical Information During the three and nine months ended September 30, 2017 and 2016, the Company operated in three geographic locations; the Americas, EMEA (Europe, the Middle East, and Africa), and Asia Pacific. Revenues, attributed to the geographic location of the customers’ bill-to address, were as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 (unaudited) (unaudited) Americas $ 5,713 $ 6,218 $ 16,949 $ 20,662 EMEA 43 203 124 367 Asia Pacific 48 57 169 122 Total revenues $ 5,804 $ 6,478 $ 17,242 $ 21,151 The Company does not separately allocate specific assets to these geographic locations. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 17. Related-Party Transactions On September 2, 2016, the Company entered into a Note and Warrant Purchase Agreement (the “Purchase Agreement”) with William W. and Dieva L. Smith (collectively, the “Smith”), pursuant to which the Company issued and sold to Smith in a private placement senior subordinated promissory notes in the aggregate principal amount of $2 million (the “Debt Notes”) and five-year warrants (the “Warrants”) to purchase an aggregate of 850,000 shares of the Company’s common stock at an exercise price of $2.74 per share. The Company completed the transactions contemplated by the Purchase Agreement and issued the Debt Notes and Warrants on September 6, 2016. William W. Smith, Jr. is the Company’s Chairman of the Board, President and Chief Executive Officer. Refer to Note 19, Equity Transactions, for additional details. On February 7, 2017, the Company entered into a short-term secured borrowing arrangement with Smith and on February 8, 2017, the Company entered into a short-term secured borrowing arrangement with Steven L. and Monique P. Elfman (“Elfman”) pursuant to which Smith and Elfman each loaned to the Company $1 million and the Company issued to each of them a Secured Promissory Note (the “Original Notes”) bearing interest at the rate of 18% per annum. The Original Notes were due on March 24, 2017 and were secured by the Company’s accounts receivable and certain other assets. Steven L. Elfman is a director of the Company. On March 25, 2017, the Company entered into an Amendment to the Original Note issued to Smith that extended the Maturity Date of the Note to June 26, 2017. On March 31, 2017, the Company entered into a new short-term secured borrowing arrangement with Elfman for $1 million which matured on June 23, 2017. On May 16, 2017, the Company entered into a subscription agreement with Andrew Arno in a private placement pursuant to which the Company issued and sold 50,000 shares of its common stock at a price per share of $1.10. Andrew Arno is a director of the Company. On June 30, 2017, the Company entered into a new short-term secured borrowing arrangement with each Smith and Elfman to refinance the prior arrangements with each of them which matured on June 26, 2017 and June 23, 2017, respectively. Under the new borrowing arrangement, the Company issued to each of Smith and Elfman a new Secured Promissory Note (“Replacements Notes”) with a principal balance of $1 million, bearing interest at the rate of 12% per annum, and maturing on September 25, 2017. The maturity date of the Replacement Note entered into with Smith may be extended by up to 180 days upon the mutual consent of the Company and Smith. Each of the Replacement Notes are secured by the Company’s accounts receivable and certain other assets. On August 22, 2017, the Company entered into Amendments to the Replacement Notes issued to each of Smith and Elfman, which extended the Maturity Date of the Replacement Notes from September 25, 2017 to January 25, 2018. The amendments do not change any other terms of the Replacement Notes. On August 23, 2017, the Company entered into a new borrowing arrangement with Smith, under which the Company borrowed $0.8 million and issued to Smith a new Secured Promissory Note, bearing interest at the rate of 12% per annum, and maturing on January 25, 2018. On August 24, 2017, the Company entered into a new borrowing arrangement with Arno, under which the Company borrowed $0.3 million and issued to Arno Secured Promissory Notes with an aggregate principal balance of $0.3 million, bearing interest at the rate of 12% per annum, and maturing on January 31, 2018. On September 29, 2017, the Company exchanged shares of the Company’s newly designated Series B 10% Convertible Preferred Stock for outstanding indebtedness with a principal amount of $2.8 million owed to Smith and Arno for 2,750 and 50 shares, respectively, of Series B Preferred Stock. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 18. Commitments and Contingencies Leases The Company leases its buildings under operating leases that expire on various dates through 2022. Future minimum annual lease payments under such leases as of September 30, 2017 are as follows (in thousands): Year Ending December 31, Operating 2017 - 3 months remaining $ 595 2018 2,433 2019 2,029 2020 1,725 2021 1,728 2022 33 Total $ 8,543 As of September 30, 2017, $3.4 million of the remaining lease commitments expense has been accrued as part of the 2013 Restructuring Plan, partially offset by future estimated sublease income of $2.1 million. Pennsylvania Opportunity Grant Program On September 19, 2016, we entered into a Settlement and Release Agreement with the Commonwealth of Pennsylvania, acting by and through the Department of Community and Economic Development (“DCED”) to repay $0.3 million of the original $1 million grant previously received by the Company. Per the agreement, the total amount due of $0.3 million is at 0% interest and is payable in twenty equal quarterly installments commencing on January 31, 2017 and ending on October 31, 2021. The balances were $0.3 million as of September 30, 2017 and December 31, 2016 and are reported in Accrued liabilities and Deferred rent and other long-term liabilities on the balance sheet. Litigation The Company may become involved in various legal proceedings arising from its business activities. While management does not believe the ultimate disposition of these matters will have a material adverse impact on the Company’s consolidated results of operations, cash flows, or financial position, litigation is inherently unpredictable, and depending on the nature and timing of these proceedings, an unfavorable resolution could materially affect the Company’s future consolidated results of operations, cash flows, or financial position in a particular period. Other Contingent Contractual Obligations During its normal course of business, the Company has made certain indemnities, commitments, and guarantees under which it may be required to make payments in relation to certain transactions. These include: intellectual property indemnities to the Company’s customers and licensees in connection with the use, sale, and/or license of Company products; indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease; indemnities to vendors and service providers pertaining to claims based on the negligence or willful misconduct of the Company; indemnities involving the accuracy of representations and warranties in certain contracts; and, indemnities to directors and officers of the Company to the maximum extent permitted under the laws of the State of Delaware. In addition, the Company has made contractual commitments to employees providing for severance payments upon the occurrence of certain prescribed events. The Company may also issue a guarantee in the form of a standby letter of credit as security for contingent liabilities under certain customer contracts. The duration of these indemnities, commitments, and guarantees varies, and in certain cases, may be indefinite. The majority of these indemnities, commitments, and guarantees may not provide for any limitation of the maximum potential for future payments the Company could be obligated to make. The Company has not recorded any liability for these indemnities, commitments, and guarantees in the accompanying consolidated balance sheets. |
Equity Transactions
Equity Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Equity Transactions | 19. Equity Transactions Preferred Stock Offering On September 29, 2017, the Company entered into a Securities Purchase Agreement with several investors for the issuance and sale (the “Offering”) of 5,500 shares of the Company’s newly designated Series B 10% Convertible Preferred Stock (the “Series B Preferred Stock”) at a stated value of $1,000 per share, for a total purchase price of $5.5 million. The Series B Preferred Stock is convertible into the Company’s Common Stock at a conversion price of $1.14 per share, which was the closing bid price of the Common Stock on September 28, 2017, or approximately 4,824,562 shares of Common Stock in the aggregate. The holders of Preferred Stock are entitled to receive cumulative dividends a rate of ten percent (10%) per annum, In the event that the trading price of the Company’s Common Stock for 20 consecutive trading days (as determined in the Certificate of Designation) exceeds 400% of the then effective Conversion Price of the Series B Preferred Stock (initially set at $1.14), the Company may force conversion of the Series B Preferred Stock into shares of Common Stock or elect to redeem the Series B Preferred Stock for cash. In addition, Series B Preferred Stock In the Offering, the Company raised gross cash proceeds of $2.7 million, and exchanged outstanding indebtedness with a principal amount of $2.8 million owed to Smith (both long and short-term debt) and $0.1 million owed to Arno. The Offering raised net cash proceeds of $2.5 million (after deducting the placement agent fee and expenses of the Offering). The Company intends to use the net cash proceeds from the Offering for working capital purposes. In connection with the Offering, the Company granted customary registration rights to investors with respect to the resale of shares of Common Stock issuable upon conversion of the Series B Convertible Preferred Stock. Common Stock Offering On May 16, 2017, the Company entered into subscription agreements with several investors for the issuance and sale of an aggregate of 2,077,000 shares of its common stock, in a registered direct offering at a purchase price of $1.05 per share. The Shares were offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-215786), which was declared effective on February 10, 2017 by the Securities and Exchange Commission (the “SEC”). Also, on May 16, 2017, the Company entered into subscription agreements with four accredited investors in a private placement pursuant to which the Company issued and sold to the Investors an aggregate of 85,000 shares of its unregistered common stock at a price per share of $1.10. The Company engaged Sutter Securities Incorporated and Chardan Capital Markets, LLC as co-placement agents in connection with the registered direct offering pursuant to engagement letter agreements with each firm. The Company agreed to pay the placement agents a cash placement fee and issued to the placement agents warrants to purchase shares of Common Stock equal to 5% of the number of shares sold through each of them, without duplication, at an exercise price per share equal to $1.21 (Sutter) and $1.155 (Chardan). The warrants have a term of five years and will be exercisable beginning on November 18, 2017. The transactions closed on May 17, 2017 and the Company realized gross proceeds of $2.3 million before deducting transaction fees and other expenses. Offering costs related to the transaction totaled $0.2 million, comprised of $0.1 million of transaction fees and $0.1 million of legal and other expenses, resulting in net proceeds of $2.1 million. Warrants On September 2, 2016, we entered into a Note and Warrant Purchase Agreement with Unterberg Koller Capital Fund L.P. and William W. and Dieva L. Smith (collectively, the “Investors”), pursuant to which the Company issued five-year warrants (the “Warrants”) to purchase an aggregate of 1,700,000 shares of the Company’s common stock at an Exercise Price of $2.74 per share, which expire five years from the date of issuance. The Company completed the transaction contemplated by the Note and Warrant Purchase Agreement and issued the Warrants on September 6, 2016. The Warrants contain provisions that if the Company sells or issues shares of Common Stock (as defined in Warrants) with an exercise price per share less than the Exercise Price of $2.74, the Exercise Price shall be adjusted according to the terms set forth within the Warrants (“Triggering Event”). On May 16, 2017, the Company engaged Sutter Securities Incorporated (“Sutter”) and Chardan Capital Markets, LLC (“Chardan”) as co-placement agents in connection with a registered direct offering. The Company agreed to pay the placement agents a cash placement fee and issued to the placement agents warrants to purchase shares of Common Stock equal to 5% of the number of shares sold through each of them, without duplication, at an exercise price per share equal to $1.21 (Sutter) and $1.155 (Chardan). The warrants issued to Sutter and Chardan have a term of five years and will be exercisable beginning on November 18, 2017. Since the issuance of the Warrants on September 6, 2016, there have been five Triggering Events, which caused the Warrants to be repriced from the original Exercise Price of $2.74: Common Stock offerings in May 2017 for $1.10 and 1.05, the issuance of warrants to Sutter and Chardan with exercise prices of $1.21 and $1.155, respectively, all resulting in a charge of $3,000, and the Series B Preferred Stock issuance with a conversion price of $1.14 in September 2017, resulting in a charge of $41,000. The Triggering Event charges were recorded to Stockholders’ Equity in the applicable period. Upon application of the Triggering Events above, the Unterberg Koller Capital Fund L.P. Adjusted Exercise Price is $2.14 and the Smith Adjusted Exercise Price is $2.38, which is also the agreed upon floor for the Smith Warrants. The Company early adopted ASU 2017-11 and changed its method of accounting for certain warrants that were initially recorded as liabilities during the nine months ended September 30, 2017 on a full retrospective basis. Since the warrants were issued in conjunction with the Related – party notes payable and Notes payable (the “Notes Payable”) issuance, the Company also revalued the amount of debt discount related to the valuation of the warrants, which impacted the net carrying value of Notes Payable. Accordingly, the Company reclassified the Warrant liability to Additional paid in capital of $1.8 million and $1.2 million and the change in valuation of the amount of debt discount from the Notes payable to Additional paid-in capital of $0.7 million and $0.7 million on the consolidated balance sheets for the three months ended September 30, 2016 and the year ended December 31, 2016, respectively. In addition, due to the retrospective adoption, for the year ended December 31, 2016, the Company credited the Change in fair value of warrant liability on its consolidated statements of operations by $0.9 million with the same offset to Accumulated deficit on the consolidated balance sheets. The following table provides a reconciliation of Warrant liability, Additional paid-in capital, Accumulated deficit and Change in fair value of warrant liability on the consolidated balance sheets for the three months ended September 30, 2016 and the year ended December 31, 2016 (in thousands): Consolidated Balance Sheet Related-party notes payable Notes payable Warrant liability Additional paid-in capital Accumulated deficit Balance, September 30, 2016 (Prior to adoption of ASU 2017-11) $ 883 $ 883 $ 1,761 $ 227,565 $ (222,185 ) Change in valuation of notes payable 359 359 — (718 ) — Reclassification of warrant liability — — (1,761 ) 1,761 — Change in fair value of warrant liability — — — 335 (335 ) Change in interest (expense) income, net — — — (17 ) 17 Balance, September 30, 2016 (After adoption of ASU 2017-11) $ 1,242 $ 1,242 $ — $ 228,926 $ (222,503 ) Consolidated Balance Sheet Related-party notes payable Notes payable Warrant liability Additional paid-in capital Accumulated deficit Balance, December 31, 2016 (Prior to adoption of ASU 2017-11) $ 967 $ 967 $ 1,210 $ 227,889 $ (225,397 ) Change in valuation of notes payable 328 328 — (656 ) — Reclassification of warrant liability — — (1,210 ) 1,210 — Change in fair value of warrant liability — — — 910 (910 ) Change in interest (expense) income, net — — — (79 ) 79 Balance, December 31, 2016 (After adoption of ASU 2017-11) $ 1,295 $ 1,295 $ — $ 229,274 $ (226,228 ) The adoption of ASU 2017-11 increased the Loss before provision for income taxes and Net loss by $0.3 million for the three months and nine months ended September 30, 2016, and increased the Net loss per share by $0.03 and $0.02 for the same periods, respectively. During the nine months ended September 30, 2017, there was no impact on the Loss before provision for income taxes, Net loss and Net loss per share due to the adoption of ASU 2017-11. The Company’s consolidated statement of cash flows for the nine months ended September 30, 2016 was also impacted by the adoption of ASU 2017-11, |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 20. Income Taxes We account for income taxes as required by FASB ASC Topic No. 740, Income Taxes The Company assesses whether a valuation allowance should be recorded against its deferred tax assets based on the consideration of all available evidence, using a “more likely than not” realization standard. The four sources of taxable income that must be considered in determining whether deferred tax assets will be realized are: (1) future reversals of existing taxable temporary differences (i.e., offset of gross deferred tax liabilities against gross deferred tax assets); (2) taxable income in prior carryback years, if carryback is permitted under the applicable tax law; (3) tax planning strategies; and, (4) future taxable income exclusive of reversing temporary differences and carryforwards. In assessing whether a valuation allowance is required, significant weight is to be given to evidence that can be objectively verified. A significant factor in the Company’s assessment is that the Company has been in a five-year historical cumulative loss as of the end of fiscal year 2016. These facts, combined with uncertain near-term market and economic conditions, reduced the Company’s ability to rely on projections of future taxable income in assessing the realizability of its deferred tax assets. After a review of the four sources of taxable income as of December 31, 2016 (as described above), and after consideration of the Company’s continuing cumulative loss position as of December 31, 2016, the Company will continue to reserve its US-based deferred tax amounts, which total $76.3 million, as of September 30, 2017. The Company is subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. Federal income tax returns of the Company are subject to IRS examination for the 2012 – 2016 tax years. State income tax returns are subject to examination for a period of three to four years after filing. The outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, the Company could be required to adjust its provision for income tax in the period such resolution occurs. We may from time to time be assessed interest or penalties by major tax jurisdictions, although any such assessments historically have been minimal and immaterial to our consolidated financial results. It is the Company’s policy to classify any interest and/or penalties in the consolidated financial statements as a component of income tax expense. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent Events The Company evaluates and discloses subsequent events as required by FASB ASC Topic No. 855, Subsequent Events Subsequent events have been evaluated as of the date of this filing and no further disclosures were required. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim consolidated balance sheet and statement of stockholders’ equity as of September 30, 2017, and the related consolidated statements of operations and comprehensive loss and cash flows for the three and nine months ended September 30, 2017 and 2016, are unaudited. The unaudited consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted. In the opinion of management, the accompanying unaudited consolidated financial statements for the periods presented reflect all adjustments, which are normal and recurring, necessary to fairly state the financial position, results of operations, and cash flows. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC. Intercompany balances and transactions have been eliminated in consolidation. Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2017. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815) (“ASU 2017-11”) The Company has elected to early adopt ASU 2017-11 during the three months ended September 30, 2017 by applying ASU 2017-11 retrospectively to outstanding financial instruments with a down round feature for each prior reporting period presented which includes the quarter ended September 30, 2016 in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10. (See Note 19). In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) |
Going Concern Evaluation | Going Concern Evaluation In connection with preparing consolidated financial statements for the three and nine months ended September 30, 2017, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to continue as a going concern within one year from the date that the financial statements are issued. The Company considered the following: • Operating losses for ten consecutive quarters. • Negative cash flow from operating activities for six consecutive quarters. • Depressed stock price resulting in being non-compliant with NASDAQ listing rules to maintain a stock price of $1.00/share. • Stockholders’ equity being less than $2.5 million at March 31, 2017 and June 30, 2017 resulting in being non-compliant with NASDAQ listing rules. Ordinarily, conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern relate to the entity’s ability to meet its obligations as they become due. The Company evaluated its ability to meet its obligations as they become due within one year from the date that the financial statements are issued by considering the following: • The Company raised $4 million of debt financing during the year ended December 31, 2016. • The Company has raised funds from short-term loans from insiders. • As a result of the Company’s restructurings that were implemented during the three months ended December 31, 2016, and again during the six months ended June 30, 2017, the Company’s cost structure is now in line with its future revenue projections. See Footnote 11 below for additional details regarding restructurings. • On September 29, 2017, the Company completed a $5.5 million preferred stock transaction, which converted $2.8 million of long term and short-term debt (face value) into equity and raised $2.7 million of new equity capital. Management believes that the Company will generate enough cash from operations to satisfy its obligations for the next twelve months. The Company will take the following actions, if it starts to trend unfavorably to its internal profitability and cash flow projections, in order to mitigate conditions or events that would raise substantial doubt about its ability to continue as a going concern: • Raise additional funds through short-term loans. • Implement additional restructuring and cost reductions. • Raise additional capital through a private placement. • Secure a commercial bank line of credit. • Dispose of one or more product lines. • Sell or license intellectual property. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are primarily held in two financial institutions and are uninsured except for the minimum Federal Deposit Insurance Corporation coverage and have original maturity dates of three months or less. As of September 30, 2017 and December 31, 2016, bank balances totaling approximately $3.7 million and $2.1 million, respectively, were uninsured. |
Accounts Receivable | Accounts Receivable The Company performs ongoing credit evaluations of its customers and generally does not require collateral. The Company maintains reserves for estimated credit losses and those losses have been within management’s estimates. Allowances for product returns are included in other adjustments to accounts receivable on the consolidated balance sheets. Product returns are estimated based on historical experience and management estimations. The Company is utilizing the accounts receivable balances to secure the related party short-term notes payable. |
Impairment or Disposal of Long Lived Assets | Impairment or Disposal of Long Lived Assets Long-lived assets to be held are reviewed for events or changes in circumstances, which indicate that their carrying value may not be recoverable. They are tested for recoverability using undiscounted cash flows to determine whether or not impairment to such value has occurred as required by FASB ASC Topic No. 360, Property, Plant, and Equipment |
Equipment and Improvements | Equipment and Improvements Equipment and improvements are stated at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the assets, generally ranging from three to seven years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. |
Goodwill | Goodwill In accordance with FASB ASC Topic No. 350, Intangibles-Goodwill and Other |
Net Loss Per Share | Net Loss Per Share The Company calculates earnings per share (“EPS”) as required by FASB ASC Topic No. 260, Earnings Per Share On August 15, 2016, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware for the purpose of effecting a reverse stock split (the “Reverse Split”) of the outstanding shares of the Company’s common stock at a ratio of one (1) share for every four (4) shares outstanding, so that every four (4) outstanding shares of common stock before the Reverse Split represents one (1) share of common stock after the Reverse Split. Proportionate adjustments were made to: (i) the aggregate number of shares of Common Stock available for equity-based awards to be granted in the future under our 2015 Omnibus Equity Incentive Plan; (ii) the number of shares that would be owned upon vesting of restricted stock awards and stock options which are outstanding under our 2015 Omnibus Equity Incentive Plan and 2005 Stock Option Plan, and the exercise price of any outstanding stock options, and (iii) the number of shares of Common Stock available for purchase under our Preferred Shares Rights Agreement, dated October 16, 2015, between us and Computershare Trust Company, N.A., as rights agent. We have a total of 100,000,000 authorized shares of common stock, which remained unchanged by the reverse stock split. The Reverse Split was approved by the Company’s stockholders at the special meeting held on August 15, 2016 and was effective on August 17, 2016. The Company adjusted shareholders' equity to reflect the reverse stock split by reclassifying an amount equal to the par value of the additional shares arising from the split from common stock to the Additional Paid-in Capital during the third quarter of fiscal 2016, resulting in no net impact to shareholders' equity on our consolidated balance sheets. Fractional shares were rounded down to the nearest whole share. Stockholders received cash in lieu of such fractional shares. All information presented herein has been retrospectively adjusted to reflect the reverse stock split as if it took place as of the earliest period presented. On September 29, 2017, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock of the Company (the “Certificate of Designation”), designating a total of 5,500 shares of Series B Preferred Stock. Under the Certificate of Designation, the shares of Series B Preferred Stock have a stated value of $1,000 per share and are optionally convertible, subject to certain limitations set forth in the Certificate of Designation, into shares of the Company’s Common Stock at a conversion price of $1.14 per share, subject to adjustment in the event of a stock split, stock dividend, combination, reclassification or other recapitalization affecting the Common Stock. The holders of Series B Preferred Stock are entitled to receive cumulative dividends out of funds legally available thereof at payable (i) when and as declared by the Board of Directors, in quarterly installments on March 1, June 1, September 1 and December 1, and (ii) upon conversion into Common Stock with respect the Series B Preferred Stock being converted. In the event that the trading price of the Company’s Common Stock for 20 consecutive trading days (as determined in the Certificate of Designation) exceeds 400% of the then effective Conversion Price of the Series B Preferred Stock (initially set at $1.14), the Company may force conversion of the Series B Preferred Stock into shares of Common Stock or elect to redeem the Series B Preferred Stock for cash. Until the date that stockholder approval is obtained, the Certificate of Designation limits the number of shares of Common Stock that are issuable to any holder upon conversion of such holder’s Series B Preferred Stock, such that such issuances would not cause such holder to own in excess of 19.99% of the Company’s issued and outstanding Common Stock. In addition, a holder’s shares of Series B Preferred Stock shall not be converted if, after giving effect to the conversion, such holder and its affiliated persons would own beneficially more than 9.99% of the Company’s Common Stock, subject to adjustment solely at the holder’s discretion upon 61 days’ prior notice to the Company. For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 (unaudited, in thousands, except per share amounts) (unaudited, in thousands, except per share amounts) Numerator: Net loss available to common stockholders $ (1,670 ) $ (4,632 ) $ (6,501 ) $ (11,618 ) Denominator: Weighted average shares outstanding - basic 14,297 12,209 13,221 11,826 Potential common shares - options / warrants (treasury stock method) — 2 1 3 Weighted average shares outstanding - diluted 14,297 12,211 13,222 11,829 Shares excluded (anti-dilutive) — 2 1 3 Shares excluded due to an exercise price greater than weighted average stock price for the period 1,973 2,062 1,869 2,062 Net loss per common share: Basic $ (0.12 ) $ (0.38 ) $ (0.49 ) $ (0.98 ) Diluted $ (0.12 ) $ (0.38 ) $ (0.49 ) $ (0.98 ) |
Stock-Based Compensation | Stock Compensation The Company accounts for all stock-based payment awards made to employees and directors based on their fair values, which is recognized as compensation expense over the vesting period using the straight-line method over the requisite service period for each award as required by FASB ASC Topic No. 718, Compensation-Stock Compensation |
Fair Value Measurements | Fair Value Measurements The Company measures and discloses fair value measurements as required by FASB ASC Topic No. 820, Fair Value Measurements and Disclosures Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, the FASB establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: • Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets • Level 2 - Include other inputs that are directly or indirectly observable in the marketplace • Level 3 - Unobservable inputs which are supported by little or no market activity The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. As required by FASB ASC Topic No. 820, we measure our cash and cash equivalents at fair value. Our cash equivalents are classified within Level 1 by using quoted market prices utilizing market observable inputs. The Company early adopted ASU 2017-11 and changed its method of accounting for warrants during the nine months ended September 30, 2017 on a full retrospective basis. (See Note 19). |
Segment Information | Segment Information Public companies are required to report financial and descriptive information about their reportable operating segments as required by FASB ASC Topic No. 280, Segment Reporting |
Income Taxes | Income Taxes We account for income taxes as required by FASB ASC Topic No. 740, Income Taxes |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Acquired Intangible Assets by Major Asset Class | The following table sets forth our acquired intangible assets by major asset class as of September 30, 2017 and December 31, 2016 (in thousands except for useful life data): September 30, 2017 December 31, 2016 Useful life Accumulated Net Accumulated Net book value Impairment Net (years) Gross amortization book value Gross amortization before impairment charge book value Purchased technology 5-6 $ 265 $ (66 ) $ 199 $ 265 $ (32 ) $ 233 $ — $ 233 Customer relationships 3-6 528 (220 ) 308 999 (147 ) 852 (411 ) 441 Trademarks/trade names 2 38 (24 ) 14 38 (9 ) 29 — 29 Non-compete 3 51 (21 ) 30 51 (9 ) 42 — 42 Total $ 882 $ (331 ) $ 551 $ 1,353 $ (197 ) $ 1,156 $ (411 ) $ 745 |
Future Amortization Expense Related to Intangible Assets | Future amortization expense related to intangible assets as of September 30, 2017 are as follows (in thousands): Year Ending December 31, 2017 - 3 months remaining $ 64 2018 249 2019 143 2020 47 2021 40 Beyond 8 Total $ 551 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring And Related Activities [Abstract] | |
Activity in Restructuring Liability Account | The following is the activity in our restructuring liability for the nine months ended September 30, 2017 (in thousands): December 31, 2016 September 30, 2017 Balance Provision-net Usage Balance Lease/rental terminations $ 1,786 $ (149 ) $ (245 ) $ 1,392 One-time employee termination benefits 65 805 (649 ) 221 Datacenter consolidation, other 109 (91 ) (18 ) — Total $ 1,960 $ 565 $ (912 ) $ 1,613 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Aggregate Fair Value and Carrying Value of Short-term Debt and Long-term Debt | At September 30, 2017 and December 31, 2016, the carrying value and the aggregate fair value of the Company’s short-term debt were as follows (in thousands): As of September 30, 2017 As of December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Current Liabilities: Related-party notes payable, short-term $ 2,200 $ 2,200 $ — $ — At September 30, 2017, the aggregate fair value and the carrying value of the Company’s long-term debt was as follows (in thousands): As of September 30, 2017 As of December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt - related party $ — $ — $ 1,295 $ 1,295 Long-term debt 1,492 1,492 1,295 1,295 Total long-term debt $ 1,492 $ 1,492 $ 2,590 $ 2,590 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 (unaudited, in thousands, except per share amounts) (unaudited, in thousands, except per share amounts) Numerator: Net loss available to common stockholders $ (1,670 ) $ (4,632 ) $ (6,501 ) $ (11,618 ) Denominator: Weighted average shares outstanding - basic 14,297 12,209 13,221 11,826 Potential common shares - options / warrants (treasury stock method) — 2 1 3 Weighted average shares outstanding - diluted 14,297 12,211 13,222 11,829 Shares excluded (anti-dilutive) — 2 1 3 Shares excluded due to an exercise price greater than weighted average stock price for the period 1,973 2,062 1,869 2,062 Net loss per common share: Basic $ (0.12 ) $ (0.38 ) $ (0.49 ) $ (0.98 ) Diluted $ (0.12 ) $ (0.38 ) $ (0.49 ) $ (0.98 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Non-Cash Compensation Expenses | Stock-based non-cash compensation expense related to stock options, restricted stock grants, and the employee stock purchase plan were recorded in the financial statements as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 (unaudited) (unaudited) Cost of revenues $ — $ — $ — $ 3 Selling and marketing 5 84 (28 ) 238 Research and development 44 128 169 375 General and administrative 119 196 463 557 Restructuring expense — — 398 — Total non-cash stock compensation expense $ 168 $ 408 $ 1,002 $ 1,173 |
Segment, Customer Concentrati36
Segment, Customer Concentration and Geographical Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Revenues Generated by Each Business Unit | The following table shows the revenues generated by each business unit (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 (unaudited) (unaudited) Wireless $ 4,690 $ 5,237 $ 13,678 $ 17,513 Graphics 1,114 1,241 3,564 3,638 Total revenues $ 5,804 $ 6,478 $ 17,242 $ 21,151 |
Company's Customers that Represent 10% or More of Company's Net Revenues | A summary of the Company’s customers that represent 10% or more of the Company’s net revenues is as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 (unaudited) (unaudited) Wireless: Sprint (& affiliates) 58.8 % 64.5 % 60.0 % 64.7 % Graphics: FastSpring 12.6 % 13.7 % 14.1 % 12.8 % |
Company Revenue in Different Geographic Locations | Revenues, attributed to the geographic location of the customers’ bill-to address, were as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 (unaudited) (unaudited) Americas $ 5,713 $ 6,218 $ 16,949 $ 20,662 EMEA 43 203 124 367 Asia Pacific 48 57 169 122 Total revenues $ 5,804 $ 6,478 $ 17,242 $ 21,151 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Company Lease of Buildings under Non-Cancellable Operating Leases | Future minimum annual lease payments under such leases as of September 30, 2017 are as follows (in thousands): Year Ending December 31, Operating 2017 - 3 months remaining $ 595 2018 2,433 2019 2,029 2020 1,725 2021 1,728 2022 33 Total $ 8,543 |
Equity Transactions (Tables)
Equity Transactions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Schedule of Reconciliation of Warrant Liability, Additional Paid-in Capital, Accumulated Deficit and Change in Fair Value of Warrant Liability on Balance Sheets | The following table provides a reconciliation of Warrant liability, Additional paid-in capital, Accumulated deficit and Change in fair value of warrant liability on the consolidated balance sheets for the three months ended September 30, 2016 and the year ended December 31, 2016 (in thousands): Consolidated Balance Sheet Related-party notes payable Notes payable Warrant liability Additional paid-in capital Accumulated deficit Balance, September 30, 2016 (Prior to adoption of ASU 2017-11) $ 883 $ 883 $ 1,761 $ 227,565 $ (222,185 ) Change in valuation of notes payable 359 359 — (718 ) — Reclassification of warrant liability — — (1,761 ) 1,761 — Change in fair value of warrant liability — — — 335 (335 ) Change in interest (expense) income, net — — — (17 ) 17 Balance, September 30, 2016 (After adoption of ASU 2017-11) $ 1,242 $ 1,242 $ — $ 228,926 $ (222,503 ) Consolidated Balance Sheet Related-party notes payable Notes payable Warrant liability Additional paid-in capital Accumulated deficit Balance, December 31, 2016 (Prior to adoption of ASU 2017-11) $ 967 $ 967 $ 1,210 $ 227,889 $ (225,397 ) Change in valuation of notes payable 328 328 — (656 ) — Reclassification of warrant liability — — (1,210 ) 1,210 — Change in fair value of warrant liability — — — 910 (910 ) Change in interest (expense) income, net — — — (79 ) 79 Balance, December 31, 2016 (After adoption of ASU 2017-11) $ 1,295 $ 1,295 $ — $ 229,274 $ (226,228 ) |
Going Concern Evaluation - Addi
Going Concern Evaluation - Additional Information (Detail) - USD ($) | Sep. 29, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | Mar. 31, 2017 |
Going Concern Evaluation [Line Items] | |||||
Substantial doubt about going concern, management's evaluation | In connection with preparing consolidated financial statements for the three and nine months ended September 30, 2017, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to continue as a going concern within one year from the date that the financial statements are issued. The Company considered the following: Operating losses for ten consecutive quarters. Negative cash flow from operating activities for six consecutive quarters. Depressed stock price resulting in being non-compliant with NASDAQ listing rules to maintain a stock price of $1.00/share. Stockholders’ equity being less than $2.5 million at March 31, 2017 and June 30, 2017 resulting in being non-compliant with NASDAQ listing rules. Ordinarily, conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern relate to the entity’s ability to meet its obligations as they become due. The Company evaluated its ability to meet its obligations as they become due within one year from the date that the financial statements are issued by considering the following: The Company raised $4 million of debt financing during the year ended December 31, 2016. The Company has raised funds from short-term loans from insiders. As a result of the Company’s restructurings that were implemented during the three months ended December 31, 2016, and again during the six months ended June 30, 2017, the Company’s cost structure is now in line with its future revenue projections. See Footnote 11 below for additional details regarding restructurings. On September 29, 2017, the Company completed a $5.5 million preferred stock transaction, which converted $2.8 million of long term and short-term debt (face value) into equity and raised $2.7 million of new equity capital. Management believes that the Company will generate enough cash from operations to satisfy its obligations for the next twelve months. | ||||
Number of consecutive period of operating losses | 27 months | ||||
Number of consecutive period of negative cash flows from operating activities | 15 months | ||||
Stock price | $ 1 | ||||
Stockholders’ equity | $ 4,562,000 | $ 3,059,000 | |||
Debt financing | $ 4,000,000 | ||||
Preferred stock transaction | $ 5,500,000 | $ 2,413,000 | |||
Debt instrument, principal amount | 2,800,000 | ||||
New equity capital raised | $ 2,700,000 | ||||
Substantial doubt about going concern, management's plans, substantial doubt not alleviated | The Company will take the following actions, if it starts to trend unfavorably to its internal profitability and cash flow projections, in order to mitigate conditions or events that would raise substantial doubt about its ability to continue as a going concern: Raise additional funds through short-term loans. Implement additional restructuring and cost reductions. Raise additional capital through a private placement. Secure a commercial bank line of credit. Dispose of one or more product lines. Sell or license intellectual property. | ||||
Maximum [Member] | |||||
Going Concern Evaluation [Line Items] | |||||
Stockholders’ equity | $ 2,500,000 | $ 2,500,000 |
Cash and Cash Equivalents - Add
Cash and Cash Equivalents - Additional Information (Detail) $ in Millions | 9 Months Ended | |
Sep. 30, 2017USD ($)Institution | Dec. 31, 2016USD ($) | |
Cash And Cash Equivalents [Abstract] | ||
Financial institutions to held securities | Institution | 2 | |
Cash and cash equivalents original maturity dates | Three months or less | |
Bank balances | $ | $ 3.7 | $ 2.1 |
Impairment or Disposal of Lon41
Impairment or Disposal of Long Lived Assets - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Asset Impairment Charges [Abstract] | ||
Asset impairment charges | $ 0 | $ 0 |
Equipment and Improvements - Ad
Equipment and Improvements - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2017 | |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 3 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 7 years |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Goodwill impairment | $ 0 | $ 0 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Acquired Intangible Assets by Major Asset Class (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 882 | $ 1,353 |
Accumulated amortization | (331) | (197) |
Net book value before impairment | 1,156 | |
Impairment charge | (411) | |
Net book value | 551 | 745 |
Purchased Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 265 | 265 |
Accumulated amortization | (66) | (32) |
Net book value before impairment | 233 | |
Net book value | $ 199 | 233 |
Purchased Technology [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 5 years | |
Purchased Technology [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 6 years | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 528 | 999 |
Accumulated amortization | (220) | (147) |
Net book value before impairment | 852 | |
Impairment charge | (411) | |
Net book value | $ 308 | 441 |
Customer Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 3 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 6 years | |
Trademarks/Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 2 years | |
Gross | $ 38 | 38 |
Accumulated amortization | (24) | (9) |
Net book value before impairment | 29 | |
Net book value | $ 14 | 29 |
Non-Compete [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 3 years | |
Gross | $ 51 | 51 |
Accumulated amortization | (21) | (9) |
Net book value before impairment | 42 | |
Net book value | $ 30 | $ 42 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Intangible assets amortization expense | $ 100,000 | $ 100,000 | $ 200,000 | $ 100,000 | |
Asset impairment charges | $ 0 | $ 0 | |||
Customer Relationships Intangible Asset [Member] | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Asset impairment charges | $ 400,000 |
Intangible Assets - Future Amor
Intangible Assets - Future Amortization Expense Related to Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Finite Lived Intangible Assets Net [Abstract] | ||
2017 - 3 months remaining | $ 64 | |
2,018 | 249 | |
2,019 | 143 | |
2,020 | 47 | |
2,021 | 40 | |
Beyond | 8 | |
Net book value | $ 551 | $ 745 |
Restructuring - Activity in Res
Restructuring - Activity in Restructuring Liability Accounts (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Beginning Balance | $ 1,960 |
Provision-net | 565 |
Usage | (912) |
Ending Balance | 1,613 |
Lease/Rental Terminations [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Beginning Balance | 1,786 |
Provision-net | (149) |
Usage | (245) |
Ending Balance | 1,392 |
One-Time Employee Termination Benefits [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Beginning Balance | 65 |
Provision-net | 805 |
Usage | (649) |
Ending Balance | 221 |
Datacenter Consolidation, Other [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Beginning Balance | 109 |
Provision-net | (91) |
Usage | $ (18) |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Restructuring Reserve [Abstract] | ||
Restructuring liability, total balance | $ 1,613 | $ 1,960 |
Restructuring liability is reported in accrued liabilities | 200 | |
Restructuring liability is reported in deferred rent and other long term liabilities | $ 1,400 |
Debt - Aggregate Fair Value and
Debt - Aggregate Fair Value and Carrying Value of Short-Term Debt (Detail) $ in Thousands | Sep. 30, 2017USD ($) |
Carrying Amount [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Related-party notes payable, short-term | $ 2,200 |
Fair Value [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Related-party notes payable, short-term | $ 2,200 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Sep. 29, 2017 | Aug. 24, 2017 | Aug. 23, 2017 | Aug. 22, 2017 | Aug. 21, 2017 | Mar. 31, 2017 | Feb. 08, 2017 | Feb. 07, 2017 | Sep. 06, 2016 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | Sep. 02, 2016 |
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from short term secured borrowing arrangement | $ 3,000,000 | ||||||||||||||
Aggregate principal amount | $ 2,800,000 | ||||||||||||||
Proceeds from short term secured borrowing arrangement | $ 1,917,000 | ||||||||||||||
Loss on related party debt extinguishment | $ (405,000) | (405,000) | |||||||||||||
Debt discount | 400,000 | 400,000 | $ 1,200,000 | ||||||||||||
Long-term debt, net, carrying amount | 1,500,000 | 1,500,000 | 2,600,000 | ||||||||||||
Debt issuance costs | 100,000 | 100,000 | $ 200,000 | ||||||||||||
Short-term Related Party Loan Extinguishment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Fair value of equity interest exchanged | 800,000 | ||||||||||||||
Reduction in fair value due to allocation of legal fees and other direct issuance costs | 100,000 | ||||||||||||||
Loss on related party debt extinguishment | 100,000 | ||||||||||||||
Long-term Related Party Loan Extinguishment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Reduction in fair value due to allocation of legal fees and other direct issuance costs | 100,000 | ||||||||||||||
Loss on related party debt extinguishment | 400,000 | ||||||||||||||
Debt discount | 400,000 | 400,000 | |||||||||||||
Long-term debt, net, carrying amount | 1,500,000 | 1,500,000 | |||||||||||||
Debt issuance costs | $ 100,000 | 100,000 | |||||||||||||
Fair value of equity interest transferred | $ 2,000,000 | ||||||||||||||
Series B 10% Convertible Preferred Stock [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Preferred stock, dividend rate | 10.00% | ||||||||||||||
William W. and Dieva L. Smith [Member] | Short-term Indebtedness [Member] | Series B 10% Convertible Preferred Stock [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount | $ 800,000 | ||||||||||||||
Preferred stock, shares issued upon convertible debt | 750 | ||||||||||||||
William W. and Dieva L. Smith [Member] | Note and Warrant Purchase Agreement [Member] | Senior Subordinated Notes [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount | $ 2,000,000 | ||||||||||||||
William W. and Dieva L. Smith [Member] | Long-term Indebtedness [Member] | Series B 10% Convertible Preferred Stock [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount | $ 2,000,000 | ||||||||||||||
Preferred stock, shares issued upon convertible debt | 2,000 | ||||||||||||||
William W. and Dieva L. Smith [Member] | Secured Promissory Note [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from short term secured borrowing arrangement | $ 1,000,000 | ||||||||||||||
Interest rate per annum | 18.00% | ||||||||||||||
Notes due date | Mar. 24, 2017 | ||||||||||||||
Debt instrument extended maturity date | Jun. 26, 2017 | ||||||||||||||
Proceeds from short term secured borrowing arrangement | $ 1,000,000 | ||||||||||||||
William W. and Dieva L. Smith [Member] | Secured Promissory Note [Member] | New Short-term Secured Borrowing Arrangement [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate per annum | 12.00% | 12.00% | |||||||||||||
Notes due date | Jan. 25, 2018 | Jan. 25, 2018 | Sep. 25, 2017 | Sep. 25, 2017 | |||||||||||
Aggregate principal amount | $ 1,000,000 | ||||||||||||||
Notes due date, description | The maturity date of the Replacement Note entered into with Smith may be extended by up to 180 days upon the mutual consent of the Company and Smith. Each of the Replacement Notes are secured by the Company’s accounts receivable and certain other assets. | ||||||||||||||
Proceeds from short term secured borrowing arrangement | $ 800,000 | ||||||||||||||
Steven L. and Monique P. Elfman [Member] | Secured Promissory Note [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from short term secured borrowing arrangement | $ 1,000,000 | ||||||||||||||
Interest rate per annum | 18.00% | ||||||||||||||
Notes due date | Mar. 24, 2017 | ||||||||||||||
Proceeds from short term secured borrowing arrangement | $ 1,000,000 | ||||||||||||||
Steven L. and Monique P. Elfman [Member] | Secured Promissory Note [Member] | New Short-term Secured Borrowing Arrangement Matured on June 23, 2017 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from short term secured borrowing arrangement | $ 1,000,000 | ||||||||||||||
Notes due date | Jun. 23, 2017 | ||||||||||||||
Proceeds from short term secured borrowing arrangement | $ 1,000,000 | ||||||||||||||
Steven L. and Monique P. Elfman [Member] | Secured Promissory Note [Member] | New Short-term Secured Borrowing Arrangement [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate per annum | 12.00% | ||||||||||||||
Notes due date | Jan. 25, 2018 | Sep. 25, 2017 | Sep. 25, 2017 | ||||||||||||
Aggregate principal amount | $ 1,000,000 | ||||||||||||||
Andrew Arno [Member] | Short-term Indebtedness [Member] | Series B 10% Convertible Preferred Stock [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount | $ 100,000 | ||||||||||||||
Preferred stock, shares issued upon convertible debt | 50 | ||||||||||||||
Andrew Arno [Member] | Secured Promissory Note [Member] | New Short-term Secured Borrowing Arrangement [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate per annum | 12.00% | ||||||||||||||
Notes due date | Jan. 31, 2018 | ||||||||||||||
Aggregate principal amount | $ 300,000 | ||||||||||||||
Proceeds from short term secured borrowing arrangement | $ 300,000 | ||||||||||||||
Unterberg Koller Capital Fund L.P. and William W. and Dieva L. Smith [Member] | Note and Warrant Purchase Agreement [Member] | Senior Subordinated Notes [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate per annum | 10.00% | ||||||||||||||
Notes due date | Sep. 6, 2019 | ||||||||||||||
Aggregate principal amount | $ 4,000,000 | ||||||||||||||
Notes maturity period | 3 years |
Debt - Aggregate Fair Value a51
Debt - Aggregate Fair Value and Carrying Value of Long-term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Carrying Amount [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt - related party | $ 1,295 | |
Long-term debt | $ 1,492 | 1,295 |
Total long-term debt | 1,492 | 2,590 |
Fair Value [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt - related party | 1,295 | |
Long-term debt | 1,492 | 1,295 |
Total long-term debt | $ 1,492 | $ 2,590 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) | Sep. 29, 2017$ / sharesshares | Aug. 15, 2016shares | Sep. 30, 2017$ / sharesshares | Dec. 31, 2016shares |
Earnings Per Share [Line Items] | ||||
Reverse stock split ratio | 0.25 | |||
Common stock, shares authorized | shares | 100,000,000 | 100,000,000 | 100,000,000 | |
Reverse stock split, effective date | Aug. 17, 2016 | |||
Reverse stock split, description | Common stock at a ratio of one (1) share for every four (4) shares outstanding, so that every four (4) outstanding shares of common stock before the Reverse Split represents one (1) share of common stock after the Reverse Split. | |||
Series B Preferred Stock [Member] | ||||
Earnings Per Share [Line Items] | ||||
Number of shares designated in preferred stock | shares | 3,000 | |||
Preferred stock, conversion price per share | $ / shares | $ 1.14 | $ 1.14 | ||
Preferred stock, dividend rate | 10.00% | |||
Preferred stock threshold consecutive trading days | 20 days | |||
Trading price of common stock exceeds conversion price, percentage | 400.00% | |||
Maximum allowable ownership percentage in issued and outstanding common stock after conversion | 19.99% | |||
Beneficial ownership percentage of common stock after conversion | 9.99% | |||
Period of notice prior to preferred stock conversion | 61 days | |||
Offering [Member] | Series B Preferred Stock [Member] | ||||
Earnings Per Share [Line Items] | ||||
Number of shares designated in preferred stock | shares | 5,500 | |||
Preferred stock, stated value per share | $ / shares | $ 1,000 | |||
Preferred stock, conversion price per share | $ / shares | $ 1.14 | |||
Preferred stock, dividend rate | 10.00% | |||
Preferred stock, dividend payment terms | The holders of Series B Preferred Stock are entitled to receive cumulative dividends out of funds legally available thereof at a rate of ten percent (10%) per annum, payable (i) when and as declared by the Board of Directors, in quarterly installments on March 1, June 1, September 1 and December 1, and (ii) upon conversion into Common Stock with respect the Series B Preferred Stock being converted. |
Net Loss Per Share - Net Loss P
Net Loss Per Share - Net Loss Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator: | ||||
Net loss available to common stockholders | $ (1,670) | $ (4,632) | $ (6,501) | $ (11,618) |
Denominator: | ||||
Weighted average shares outstanding - basic | 14,297 | 12,209 | 13,221 | 11,826 |
Potential common shares - options / warrants (treasury stock method) | 2 | 1 | 3 | |
Weighted average shares outstanding - diluted | 14,297 | 12,211 | 13,222 | 11,829 |
Shares excluded (anti-dilutive) | 2 | 1 | 3 | |
Shares excluded due to an exercise price greater than weighted average stock price for the period | 1,973 | 2,062 | 1,869 | 2,062 |
Net loss per common share: | ||||
Basic | $ (0.12) | $ (0.38) | $ (0.49) | $ (0.98) |
Diluted | $ (0.12) | $ (0.38) | $ (0.49) | $ (0.98) |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - $ / shares | 6 Months Ended | 9 Months Ended | |
Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2017 | |
Common Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee stock purchase plan (ESPP), shares purchased/granted | 2,000 | 4,000 | |
2015 Omnibus Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for future grants | 1,700,000 | 1,700,000 | |
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock, granted | 87,500 | ||
Weighted average grant date fair value | $ 1.11 | ||
Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee stock purchase plan, grant date fair value | $ 0.77 | ||
Employee Stock Purchase Plan [Member] | Scenario, Forecast [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee stock purchase plan, grant date fair value | $ 0.96 | ||
Minimum [Member] | Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock vesting period | 0 months | ||
Maximum [Member] | Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock vesting period | 48 months |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Non-Cash Compensation Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total non-cash stock compensation expense | $ 168 | $ 408 | $ 1,002 | $ 1,173 |
Cost of Revenues [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total non-cash stock compensation expense | 3 | |||
Selling and Marketing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total non-cash stock compensation expense | 5 | 84 | (28) | 238 |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total non-cash stock compensation expense | 44 | 128 | 169 | 375 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total non-cash stock compensation expense | $ 119 | $ 196 | 463 | $ 557 |
Restructuring Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total non-cash stock compensation expense | $ 398 |
Segment, Customer Concentrati56
Segment, Customer Concentration and Geographical Information - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017Location | Sep. 30, 2016Location | Sep. 30, 2017Business_UnitLocation | Sep. 30, 2016Location | |
Revenue, Major Customer [Line Items] | ||||
Number of primary business units | Business_Unit | 2 | |||
Number of geographic locations | Location | 3 | 3 | 3 | 3 |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Sprint and Fast Spring [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration percentage | 68.00% | 81.00% |
Segment, Customer Concentrati57
Segment, Customer Concentration and Geographical Information - Revenues Generated by Each Business Unit (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue from External Customer [Line Items] | ||||
Total revenues | $ 5,804 | $ 6,478 | $ 17,242 | $ 21,151 |
Wireless [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 4,690 | 5,237 | 13,678 | 17,513 |
Graphics [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | $ 1,114 | $ 1,241 | $ 3,564 | $ 3,638 |
Segment, Customer Concentrati58
Segment, Customer Concentration and Geographical Information - Company's Customers that Represent 10% or More of Company's Net Revenues (Detail) - Revenues [Member] - Customer Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Wireless [Member] | Sprint and Affiliates [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Customer concentrating on 10% or more of net revenue | 58.80% | 64.50% | 60.00% | 64.70% |
Graphics [Member] | FastSpring [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Customer concentrating on 10% or more of net revenue | 12.60% | 13.70% | 14.10% | 12.80% |
Segment, Customer Concentrati59
Segment, Customer Concentration and Geographical Information - Company Revenue in Different Geographic Locations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue from External Customer [Line Items] | ||||
Total revenues | $ 5,804 | $ 6,478 | $ 17,242 | $ 21,151 |
Americas [Member] | Reportable Geographical Components [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 5,713 | 6,218 | 16,949 | 20,662 |
EMEA [Member] | Reportable Geographical Components [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 43 | 203 | 124 | 367 |
Asia Pacific [Member] | Reportable Geographical Components [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | $ 48 | $ 57 | $ 169 | $ 122 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Sep. 29, 2017 | Aug. 24, 2017 | Aug. 23, 2017 | Aug. 22, 2017 | Aug. 21, 2017 | May 16, 2017 | Mar. 31, 2017 | Feb. 08, 2017 | Feb. 07, 2017 | Sep. 02, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 |
Related Party Transaction [Line Items] | |||||||||||||
Aggregate principal amount | $ 2,800,000 | ||||||||||||
Proceeds from short term secured borrowing arrangement | $ 1,917,000 | ||||||||||||
Series B 10% Convertible Preferred Stock [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Preferred stock, dividend rate | 10.00% | ||||||||||||
Private Placement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Common stock, issued and sold to investors | 85,000 | ||||||||||||
Common stock, price per share | $ 1.10 | ||||||||||||
William W. and Dieva L. Smith [Member] | Series B 10% Convertible Preferred Stock [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Preferred stock, shares issued upon convertible debt | 2,750 | ||||||||||||
William W. and Dieva L. Smith [Member] | Secured Promissory Note [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Proceeds from short term secured borrowing arrangement | $ 1,000,000 | ||||||||||||
Interest rate per annum | 18.00% | ||||||||||||
Notes due date | Mar. 24, 2017 | ||||||||||||
Debt instrument extended maturity date | Jun. 26, 2017 | ||||||||||||
Steven L. and Monique P. Elfman [Member] | Secured Promissory Note [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Proceeds from short term secured borrowing arrangement | $ 1,000,000 | ||||||||||||
Interest rate per annum | 18.00% | ||||||||||||
Notes due date | Mar. 24, 2017 | ||||||||||||
Andrew Arno [Member] | Series B 10% Convertible Preferred Stock [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Preferred stock, shares issued upon convertible debt | 50 | ||||||||||||
Andrew Arno [Member] | Private Placement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Common stock, issued and sold to investors | 50,000 | ||||||||||||
Common stock, price per share | $ 1.10 | ||||||||||||
William W And Dieva L Smith and Andrew Arno [Member] | Series B 10% Convertible Preferred Stock [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate principal amount | $ 2,800,000 | ||||||||||||
Note and Warrant Purchase Agreement [Member] | William W. and Dieva L. Smith [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Warrants expiration period | 5 years | ||||||||||||
Purchase of warrants | 850,000 | ||||||||||||
Common stock exercise price | $ 2.74 | ||||||||||||
Debt notes and warrants issuance date | Sep. 6, 2016 | ||||||||||||
Note and Warrant Purchase Agreement [Member] | Senior Subordinated Notes [Member] | William W. and Dieva L. Smith [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate principal amount | $ 2,000,000 | ||||||||||||
New Short-term Secured Borrowing Arrangement Matured on June 23, 2017 [Member] | Steven L. and Monique P. Elfman [Member] | Secured Promissory Note [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Proceeds from short term secured borrowing arrangement | $ 1,000,000 | ||||||||||||
Notes due date | Jun. 23, 2017 | ||||||||||||
New Short-term Secured Borrowing Arrangement [Member] | William W. and Dieva L. Smith [Member] | Secured Promissory Note [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate principal amount | $ 1,000,000 | ||||||||||||
Proceeds from short term secured borrowing arrangement | $ 800,000 | ||||||||||||
Interest rate per annum | 12.00% | 12.00% | |||||||||||
Notes due date | Jan. 25, 2018 | Jan. 25, 2018 | Sep. 25, 2017 | Sep. 25, 2017 | |||||||||
Notes due date, description | The maturity date of the Replacement Note entered into with Smith may be extended by up to 180 days upon the mutual consent of the Company and Smith. Each of the Replacement Notes are secured by the Company’s accounts receivable and certain other assets. | ||||||||||||
New Short-term Secured Borrowing Arrangement [Member] | Steven L. and Monique P. Elfman [Member] | Secured Promissory Note [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate principal amount | $ 1,000,000 | ||||||||||||
Interest rate per annum | 12.00% | ||||||||||||
Notes due date | Jan. 25, 2018 | Sep. 25, 2017 | Sep. 25, 2017 | ||||||||||
New Short-term Secured Borrowing Arrangement [Member] | Andrew Arno [Member] | Secured Promissory Note [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate principal amount | $ 300,000 | ||||||||||||
Proceeds from short term secured borrowing arrangement | $ 300,000 | ||||||||||||
Interest rate per annum | 12.00% | ||||||||||||
Notes due date | Jan. 31, 2018 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Sep. 19, 2016USD ($)Installment | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) |
Leases [Abstract] | |||
Expiration of non-cancellable operating leases | Through 2,022 | ||
Accrued lease commitments expense | $ 3.4 | ||
Estimated sublease income | 2.1 | ||
Funds to be repaid under the agreement | $ 0.3 | $ 0.3 | $ 0.3 |
Amount received to start-up new facility | $ 1 | ||
Interest rate of funds under the agreement | 0.00% | ||
Number of equal quarterly installments | Installment | 20 |
Commitments and Contingencies62
Commitments and Contingencies - Company Lease of Buildings under Non-Cancellable Operating Leases (Detail) $ in Thousands | Sep. 30, 2017USD ($) |
Leases [Abstract] | |
2017 - 3 months remaining | $ 595 |
2,018 | 2,433 |
2,019 | 2,029 |
2,020 | 1,725 |
2,021 | 1,728 |
2,022 | 33 |
Total | $ 8,543 |
Equity Transactions - Additiona
Equity Transactions - Additional Information (Detail) | Sep. 29, 2017USD ($)$ / sharesshares | May 17, 2017USD ($) | May 16, 2017Investor$ / sharesshares | Sep. 02, 2016$ / sharesshares | Sep. 30, 2017USD ($)Triggering_Event$ / shares | Sep. 30, 2016USD ($)$ / shares | Sep. 30, 2017USD ($)Triggering_Event$ / sharesshares | Sep. 30, 2016USD ($)$ / shares | Dec. 31, 2016USD ($) | May 31, 2017$ / shares |
Class Of Stock [Line Items] | ||||||||||
Preferred stock, issued and sold to investors, purchase price | $ 5,500,000 | $ 2,413,000 | ||||||||
Gross proceeds from issuance of preferred stock | 2,700,000 | |||||||||
Debt instrument, principal amount | $ 2,800,000 | |||||||||
Warrants term | 5 years | |||||||||
Warrants exercisable beginning date | Nov. 18, 2017 | |||||||||
Gross proceeds before deducting transaction fees and other expenses | $ 2,300,000 | |||||||||
Offering cost related to the transaction | 200,000 | |||||||||
Transaction fees | 100,000 | |||||||||
Legal and other expenses | 100,000 | |||||||||
Cash from issuance of common stock, net of offering costs | $ 2,100,000 | $ 2,056,000 | ||||||||
Number of triggering events for issuance of warrants | Triggering_Event | 5 | 5 | ||||||||
ASU 2017-11 [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Reclassification of warrant liability to additional paid in capital | $ 1,800,000 | $ 1,200,000 | ||||||||
Change in valuation of notes payable to additional paid-in capital | $ 700,000 | 700,000 | ||||||||
Change in fair value of warrant liability | $ 900,000 | |||||||||
Increase the Loss before provision for income taxes and Net loss | $ 300,000 | $ 0 | $ 300,000 | |||||||
Increased net loss | $ 300,000 | $ 0 | $ 300,000 | |||||||
Increase the net loss per share | $ / shares | $ 0.03 | $ 0 | $ 0.02 | |||||||
ASU 2017-11 [Member] | Previously Reported [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Elimination of previously reported change in fair value of warrant liabilities | $ 300,000 | |||||||||
Warrants [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Triggering event charges | $ 3,000,000 | |||||||||
Unterberg Koller Capital Fund L.P. and William W. and Dieva L. Smith [Member] | Note and Warrant Purchase Agreement [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock exercise price | $ / shares | $ 2.74 | |||||||||
Purchase of warrants | shares | 1,700,000 | |||||||||
Warrants expiration period | 5 years | |||||||||
Unterberg Koller Capital Fund L.P. [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Adjusted exercise price | $ / shares | $ 2.14 | |||||||||
William W. and Dieva L. Smith [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Adjusted exercise price | $ / shares | $ 2.38 | |||||||||
William W. and Dieva L. Smith [Member] | Note and Warrant Purchase Agreement [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock exercise price | $ / shares | $ 2.74 | |||||||||
Purchase of warrants | shares | 850,000 | |||||||||
Warrants expiration period | 5 years | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Preferred stock, issued and sold to investors | shares | 3,000 | |||||||||
Preferred stock, dividend rate | 10.00% | |||||||||
Preferred stock, conversion price per share | $ / shares | $ 1.14 | $ 1.14 | $ 1.14 | |||||||
Convertible preferred stock, terms of conversion | In the event that the trading price of the Company’s Common Stock for 20 consecutive trading days (as determined in the Certificate of Designation) exceeds 400% of the then effective Conversion Price of the Series B Preferred Stock (initially set at $1.14), the Company may force conversion of the Series B Preferred Stock into shares of Common Stock or elect to redeem the Series B Preferred Stock for cash. | |||||||||
Preferred stock threshold consecutive trading days | 20 days | |||||||||
Trading price of common stock exceeds conversion price, percentage | 400.00% | |||||||||
Convertible preferred stock, right to increase in dividend percentage upon stock price trigger | 12.00% | |||||||||
Triggering event charges | $ 41,000,000 | |||||||||
Series B Preferred Stock [Member] | Andrew Arno [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Preferred stock, shares converted into common stock | shares | 50 | |||||||||
Series B Preferred Stock [Member] | William W. and Dieva L. Smith [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Preferred stock, shares converted into common stock | shares | 2,750 | |||||||||
Offering [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Gross proceeds from issuance of preferred stock | $ 2,700,000 | |||||||||
Net proceeds from issuance of preferred stock | 2,500,000 | |||||||||
Offering [Member] | Andrew Arno [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Debt instrument, principal amount | 100,000 | |||||||||
Offering [Member] | William W. and Dieva L. Smith [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Debt instrument, principal amount | $ 2,800,000 | |||||||||
Offering [Member] | Series B Preferred Stock [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Preferred stock, issued and sold to investors | shares | 5,500 | |||||||||
Preferred stock, dividend rate | 10.00% | |||||||||
Preferred stock, price per share | $ / shares | $ 1,000 | |||||||||
Preferred stock, issued and sold to investors, purchase price | $ 5,500,000 | |||||||||
Preferred stock, conversion price per share | $ / shares | $ 1.14 | |||||||||
Preferred stock, shares converted into common stock | shares | 4,824,562 | |||||||||
Preferred stock, dividend payment terms | The holders of Series B Preferred Stock are entitled to receive cumulative dividends out of funds legally available thereof at a rate of ten percent (10%) per annum, payable (i) when and as declared by the Board of Directors, in quarterly installments on March 1, June 1, September 1 and December 1, and (ii) upon conversion into Common Stock with respect the Series B Preferred Stock being converted. | |||||||||
Registered Direct Offering [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock, issued and sold to investors | shares | 2,077,000 | |||||||||
Common stock, price per share | $ / shares | $ 1.05 | |||||||||
Private Placement [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock, issued and sold to investors | shares | 85,000 | |||||||||
Common stock, price per share | $ / shares | $ 1.10 | |||||||||
Number of accredited investors | Investor | 4 | |||||||||
Private Placement [Member] | Andrew Arno [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock, issued and sold to investors | shares | 50,000 | |||||||||
Common stock, price per share | $ / shares | $ 1.10 | |||||||||
Sutter [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Percentage of warrants to purchase shares of common stock on number of shares sold | 5.00% | |||||||||
Common stock exercise price | $ / shares | 1.21 | $ 1.21 | ||||||||
Common stock offering price per share | $ / shares | $ 1.10 | |||||||||
Chardan [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Percentage of warrants to purchase shares of common stock on number of shares sold | 5.00% | |||||||||
Common stock exercise price | $ / shares | $ 1.155 | $ 1.155 | ||||||||
Common stock offering price per share | $ / shares | $ 1.05 |
Equity Transactions - Schedule
Equity Transactions - Schedule of Reconciliation of Warrant Liability, Additional Paid-in Capital, Accumulated Defecit and Change in Fair Value of Warrant Liability on Balance Sheets (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 |
Class Of Stock [Line Items] | |||
Related-party notes payable, net of discount & issuance costs of $0 (2017) and $705 (2016) | $ 1,295 | ||
Notes payable, net of discount & issuance costs of $508 (2017) and $705 (2016) | $ 1,492 | 1,295 | |
Accumulated comprehensive deficit | $ (232,773) | (226,228) | |
ASU 2017-11 [Member] | |||
Class Of Stock [Line Items] | |||
Related-party notes payable, net of discount & issuance costs of $0 (2017) and $705 (2016) | 1,295 | $ 1,242 | |
Notes payable, net of discount & issuance costs of $508 (2017) and $705 (2016) | 1,295 | 1,242 | |
Additional paid-in capital | 229,274 | 228,926 | |
Accumulated comprehensive deficit | (226,228) | (222,503) | |
ASU 2017-11 [Member] | Change in Valuation of Notes Payable [Member] | |||
Class Of Stock [Line Items] | |||
Related-party notes payable, net of discount & issuance costs of $0 (2017) and $705 (2016) | 328 | 359 | |
Notes payable, net of discount & issuance costs of $508 (2017) and $705 (2016) | 328 | 359 | |
Additional paid-in capital | (656) | (718) | |
ASU 2017-11 [Member] | Reclassification of Warrant Liability [Member] | |||
Class Of Stock [Line Items] | |||
Warrant liability | (1,210) | (1,761) | |
Additional paid-in capital | 1,210 | 1,761 | |
ASU 2017-11 [Member] | Change in Fair Value of Warrant Liability [Member] | |||
Class Of Stock [Line Items] | |||
Additional paid-in capital | 910 | 335 | |
Accumulated comprehensive deficit | (910) | (335) | |
ASU 2017-11 [Member] | Change in Interest (Expense) Income Net [Member] | |||
Class Of Stock [Line Items] | |||
Additional paid-in capital | (79) | (17) | |
Accumulated comprehensive deficit | 79 | 17 | |
ASU 2017-11 [Member] | Previously Reported [Member] | |||
Class Of Stock [Line Items] | |||
Related-party notes payable, net of discount & issuance costs of $0 (2017) and $705 (2016) | 967 | 883 | |
Notes payable, net of discount & issuance costs of $508 (2017) and $705 (2016) | 967 | 883 | |
Warrant liability | 1,210 | 1,761 | |
Additional paid-in capital | 227,889 | 227,565 | |
Accumulated comprehensive deficit | $ (225,397) | $ (222,185) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Valuation allowance | $ 76.3 |
Federal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Federal income tax returns subject to examination description | Federal income tax returns of the Company are subject to IRS examination for the 2012 – 2016 tax years. |
State [Member] | |
Operating Loss Carryforwards [Line Items] | |
Federal income tax returns subject to examination description | State income tax returns are subject to examination for a period of three to four years after filing. |