Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 06, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | INVE | ||
Entity Registrant Name | Identiv, Inc. | ||
Entity Central Index Key | 1,036,044 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 11,109,204 | ||
Entity Public Float | $ 19,394,700 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 9,116 | $ 16,667 |
Accounts receivable, net of allowances of $307 and $346 as of December 31, 2016 and 2015, respectively | 9,430 | 7,915 |
Inventories | 11,596 | 14,726 |
Prepaid expenses and other current assets | 1,510 | 1,518 |
Total current assets | 31,652 | 40,826 |
Property and equipment, net | 2,416 | 4,218 |
Intangible assets, net | 5,820 | 7,275 |
Other assets | 712 | 1,129 |
Total assets | 40,600 | 53,448 |
Current liabilities: | ||
Accounts payable | 6,024 | 6,280 |
Current portion - payment obligation | 786 | 681 |
Current portion - financial liabilities, net of discount and debt issuance costs of $180 and $0, respectively | 8,119 | |
Deferred revenue | 1,085 | 1,515 |
Accrued compensation and related benefits | 1,520 | 1,905 |
Other accrued expenses and liabilities | 5,032 | 5,835 |
Total current liabilities | 22,566 | 16,216 |
Long-term payment obligation | 3,987 | 4,878 |
Long-term financial liabilities, net of discount of and debt issuance costs of $221 and $644, respectively (see Note 7) | 9,779 | 17,656 |
Other long-term liabilities | 335 | 508 |
Total liabilities | 36,667 | 39,258 |
Commitments and contingencies (see Note 12) | ||
Identiv, Inc. stockholders' equity: | ||
Preferred stock, $0.001 par value: 10,000 shares authorized; none issued and outstanding | ||
Common stock, $0.001 par value: 50,000 shares authorized; 11,836 and 11,365 shares issued and 11,109 and 10,747 shares outstanding as of December 31, 2016 and 2015, respectively | 11 | 11 |
Additional paid-in capital | 400,266 | 396,407 |
Treasury stock, 727 and 618 shares as of December 31, 2016 and 2015, respectively | (6,708) | (6,487) |
Accumulated deficit | (391,509) | (377,814) |
Accumulated other comprehensive income | 2,053 | 2,229 |
Total Identiv, Inc. stockholders' equity | 4,113 | 14,346 |
Noncontrolling interest | (180) | (156) |
Total stockholders´ equity | 3,933 | 14,190 |
Total liabilities and stockholders´equity | $ 40,600 | $ 53,448 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 307 | $ 346 |
Debt instrument unamortized discount and debt issuance costs, current | 180 | 0 |
Debt instrument unamortized discount and debt issuance costs, non-current | $ 221 | $ 644 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 11,836,000 | 11,365,000 |
Common stock, shares outstanding | 11,109,000 | 10,747,000 |
Treasury stock, shares | 727,000 | 618,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Net revenue | $ 56,168 | $ 60,794 |
Cost of revenue | 32,439 | 37,645 |
Gross profit | 23,729 | 23,149 |
Operating expenses: | ||
Research and development | 6,520 | 9,151 |
Selling and marketing | 14,032 | 20,236 |
General and administrative | 11,309 | 19,604 |
Impairment of goodwill | 8,771 | |
Restructuring and severance | 3,088 | 1,266 |
Total operating expenses | 34,949 | 59,028 |
Loss from operations | (11,220) | (35,879) |
Non-operating income (expense): | ||
Interest expense, net | (2,378) | (1,908) |
Foreign currency gains (losses), net | 27 | (1,211) |
Loss before income taxes and noncontrolling interest | (13,571) | (38,998) |
Income tax provision | (132) | (222) |
Loss before noncontrolling interest | (13,703) | (39,220) |
Less: Loss attributable to noncontrolling interest | 8 | 76 |
Net loss attributable to Identiv, Inc. | $ (13,695) | $ (39,144) |
Basic and diluted net loss per share attributable to Identiv, Inc. | $ (1.25) | $ (3.62) |
Weighted average shares used to compute basic and diluted loss per share | 10,916 | 10,812 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (13,703) | $ (39,220) |
Other comprehensive loss, net of income taxes: | ||
Foreign currency translation adjustment | (192) | 971 |
Foreign currency translation reclassified into net loss upon acquisition of noncontrolling interest | (444) | |
Total other comprehensive (loss) income, net of income taxes | (192) | 527 |
Comprehensive loss | (13,895) | (38,693) |
Less: Comprehensive loss attributable to noncontrolling interest | 24 | 79 |
Comprehensive loss attributable to Identiv, Inc. common stockholders | $ (13,871) | $ (38,614) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Income | Noncontrolling Interest |
Beginning Balances at Dec. 31, 2014 | $ 46,132 | $ 11 | $ 389,401 | $ (4,572) | $ (338,670) | $ 1,699 | $ (1,737) |
Beginning Balances (in shares) at Dec. 31, 2014 | 10,640 | ||||||
Net loss | (39,220) | (39,144) | (76) | ||||
Other comprehensive loss | 971 | 974 | (3) | ||||
Issuance of common stock in connection with settlement of earnout | 3,510 | 3,510 | |||||
Issuance of common stock in connection with settlement of earnout (in shares) | 326 | ||||||
Issuance of common stock to acquire share of noncontrolling interest | (1,216) | (444) | 1,660 | ||||
Issuance of common stock to acquire share of noncontrolling interest (in shares) | 95 | ||||||
Issuance of common stock in connection with exercise of options and warrants | 46 | 46 | |||||
Issuance of common stock in connection with exercise of options and warrants (in shares) | 60 | ||||||
Stock-based compensation | 4,515 | 4,515 | |||||
Issuance of warrants | 151 | 151 | |||||
Repurchase of common stock | (1,915) | (1,915) | |||||
Repurchase of common stock (in shares) | (374) | ||||||
Ending Balances at Dec. 31, 2015 | $ 14,190 | $ 11 | 396,407 | (6,487) | (377,814) | 2,229 | (156) |
Ending Balances (in shares) at Dec. 31, 2015 | 10,747 | 10,747 | |||||
Net loss | $ (13,703) | (13,695) | (8) | ||||
Other comprehensive loss | (192) | (176) | (16) | ||||
Issuance of common stock in connection with vesting of stock awards (shares) | 471 | ||||||
Stock-based compensation | 3,290 | 3,290 | |||||
Issuance of warrants | 569 | 569 | |||||
Repurchase of common stock | (221) | (221) | |||||
Repurchase of common stock (in shares) | (109) | ||||||
Ending Balances at Dec. 31, 2016 | $ 3,933 | $ 11 | $ 400,266 | $ (6,708) | $ (391,509) | $ 2,053 | $ (180) |
Ending Balances (in shares) at Dec. 31, 2016 | 11,109 | 11,109 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (13,703) | $ (39,220) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,170 | 3,148 |
Impairment of goodwill and long-lived assets | 8,771 | |
Accretion of interest on long-term payment obligation | 399 | 536 |
Amortization of debt issuance costs | 811 | 408 |
Stock-based compensation expense | 2,842 | 4,667 |
Loss on disposal of fixed assets | 331 | 17 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,437) | 5,450 |
Inventories | 3,285 | (5,858) |
Prepaid expenses and other assets | 441 | 196 |
Accounts payable | (191) | (1,890) |
Payment obligation liability | (1,185) | (1,157) |
Deferred revenue | (430) | 1,009 |
Accrued expenses and other liabilities | (550) | 920 |
Net cash used in operating activities | (6,217) | (23,003) |
Cash flows from investing activities: | ||
Capital expenditures | (549) | (341) |
Net cash used in investing activities | (549) | (341) |
Cash flows from financing activities: | ||
Proceeds from issuance of debt, net of issuance costs | 4,000 | |
Proceeds from issuance of common stock under stock plans | 46 | |
Repurchase of common stock | (221) | (1,915) |
Net cash (used in) provided by financing activities | (221) | 2,131 |
Effect of exchange rates on cash | (564) | 1,333 |
Net decrease in cash | (7,551) | (19,880) |
Cash at beginning of period | 16,667 | 36,547 |
Cash at end of period | 9,116 | 16,667 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest paid | 1,615 | 1,400 |
Taxes paid | 167 | 104 |
Non-cash investing and financing activities: | ||
Warrants issued in connection with debt | 569 | |
Common stock issued to settle earn-out obligation | 3,510 | |
Common stock issued to acquire share of noncontrolling interest | 1,216 | |
Property and equipment included in accruals | 32 | $ 333 |
Restricted Stock Units (RSUs) | ||
Non-cash investing and financing activities: | ||
Restricted stock units issued in settlement of accruals | $ 448 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | 1. Organization and Summary of Significant Accounting Policies Identiv, Inc. (“Identiv” or the “Company,”) is a global security technology company that secures data, physical places and things. The Company’s corporate headquarters are in Fremont, California. The Company maintains research and development facilities in California, and Chennai, India and local operations and sales facilities in Germany, Hong Kong, Japan, Singapore, and the United States. The Company was founded in 1990 in Munich, Germany and was incorporated in 1996 under the laws of the State of Delaware. Principles of Consolidation and Basis of Presentation — The accompanying consolidated financial statements include the accounts of the Company and its wholly and majority owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Reclassifications — Certain reclassifications, such as the accounting for debt issuance costs consistent with Accounting Standards Update (“ASU”) , Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), have been made to the fiscal year 2015 financial statements to conform to the fiscal year 2016 presentation. Allowance for Doubtful Accounts — The allowance for doubtful accounts is based on the Company’s assessment of the collectibility of customer accounts. The Company regularly reviews its receivables that remain outstanding past their applicable payment terms and establishes an allowance and potential write-offs by considering factors such as historical experience, credit quality, age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. Although the Company expects to collect net amounts due as stated on the consolidated balance sheets, actual collections may differ from these estimated amounts. Inventories — Inventories are stated at the lower of cost, using standard cost, approximating average cost, or FIFO method, as applicable, or market value. Inventory is written down for excess inventory, technical obsolescence and the inability to sell based primarily on historical sales and expectations for future use. The Company operates in an industry characterized by technological change. The planning of production and inventory levels is based on internal forecasts of customer demand, which are highly unpredictable and can fluctuate substantially. Should the demand for the Company’s products prove to be significantly less than anticipated, the ultimate realizable value of the Company’s inventory could be substantially less than amounts in the consolidated balance sheets. Once inventory has been written down below cost, it is not subsequently written up. Property and Equipment — Property and equipment are stated at cost less accumulated depreciation. Depreciation and amortization are computed using the straight-line method over estimated useful lives of three to ten years for furniture, fixture and office equipment, five to seven years for machinery, five years for automobiles and three years for computer software. Leasehold improvements are amortized over the shorter of the lease term or their estimated useful life. Intangible and Long-lived Assets — The Company evaluates its long-lived assets and amortizable intangible assets in accordance with ASC Topic 360, (“ASC 360”) The Company evaluates its long-lived assets and identifiable amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets or intangibles may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by an asset. If such assets are considered to be impaired (i.e., if the sum of its estimated future undiscounted cash flows used to test for recoverability is less than its carrying value), the impairment loss to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives of the related assets as the straight-line method is considered to align with expected cash flows. Each period the Company evaluates the estimated remaining useful life of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. For intangible assets determined to have an indefinite useful life, no amortization is recognized until the assets´ useful life is determined to be no longer indefinite. As discussed in Note 5, , the Company performed an impairment analysis in the fourth quarter of 2016 and found no indicators of impairment. Product Warranty — The Company accrues the estimated cost of product warranties at the time of sale. The Company’s warranty obligation is affected by actual warranty costs, including material usage or service delivery costs incurred in correcting a product failure. If actual material usage or service delivery costs differ from estimates, revisions to the estimated warranty liability would be required. Historically the warranty accrual and the expense amounts have been immaterial. Revenue Recognition — Revenue is recognized when all of the following criteria have been met: • Persuasive evidence of an arrangement exists. The Company generally relies upon sales contracts or agreements, and customer purchase orders to determine the existence of an arrangement. • Delivery has occurred. The Company uses shipping terms and related documents, or written evidence of customer acceptance, when applicable, to verify delivery or performance. • Sales price is fixed or determinable. The Company assesses whether the sales price is fixed or determinable based on the payment terms and whether the sales price is subject to refund or adjustment. • Collectability is reasonably assured. The Company assesses collectability based on creditworthiness of customers as determined by credit checks and customer payment histories. The Company records accounts receivable net of allowance for doubtful accounts, estimated customer returns, and pricing credits. The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC 605-25, Revenue Recognition – Multiple Element Arrangements Software – Revenue Recognition In multiple-element arrangements, some sales arrangement are accounted for under the software provisions of ASC 985-605 and others under the provisions that relate to the sale of non-software products. In multiple-element arrangements that include hardware, bundled with professional services, maintenance contracts, and in some cases with its software products, he Company evaluates each element, delivered and undelivered, in an arrangement to determine whether it represents a separate unit of accounting. In these multiple element arrangements, revenue is allocated among all elements, delivered and undelivered, a vendor-specific objective evidence (“VSOE”), if available, third-party evidence (“TPE”) if VSOE is not available, or estimated selling price (“ESP”) if neither VSOE nor TPE is available. VSOE of selling price is based on the price charged when the element is sold separately. TPE of selling price is established by evaluating largely interchangeable competitor products or services in stand-alone sales to similarly situated customers. The best estimate of selling price is established considering multiple factors, including pricing practices in different geographies and through different sales channels, gross margin objectives, internal costs, competitor pricing strategies and industry technology lifecycles. Some of the Company’s offerings contain a significant element of proprietary technology and provide substantially unique features and functionality; as a result, the comparable pricing of products with similar functionality typically cannot be obtained. Additionally, as the Company is unable to reliably determine what competitors products’ selling prices are on a stand-alone basis, typically the Company is not able to determine TPE for such products. Therefore ESP is used for such products in the selling price hierarchy for allocating the total arrangement consideration. In multiple-element arrangements that include software, the Company accounts for each element under the standards of ASC 985-605 related to software. When software is a delivered element, the Company uses the residual method (ASC 605-25) for determining the amount of revenue to recognize for the delivered software component if VSOE for all of the undelivered elements has been established. In sales arrangements where VSOE of fair value has not been established, revenue for all elements is deferred and amortized over the life of the arrangement. Revenue from professional services contracts is recognized upon completion of services and customer acceptance, if applicable. Professional services include security system integration, system migration and database conversion services. Revenue from maintenance contracts is deferred and recognized ratably over the period of the maintenance contracts. Certain sales arrangements contain hardware, software and professional service elements where professional services are essential to the functionality of the hardware and software system and a test of the functionality of the complete system is required before the customer accepts the system. As a result, hardware, software and professional service elements are accounted for as one unit of accounting and revenue from these arrangements is recognized upon completion of the project. Research and Development — Costs to research, design, and develop the Company’s products are expensed as incurred and consist primarily of employee compensation and fees for the development of prototype products. Software development costs are capitalized beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. Generally, the Company’s products are released soon after technological feasibility has been established. As a result, costs subsequent to achieving technological feasibility have not been significant, and all software development costs generally have been expensed as incurred. The Company capitalizes certain costs for its internal-use software incurred during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Internal-use software is amortized on a straight line basis over its estimated useful life, generally three years. The estimated useful life is determined based on management’s judgment on how long the core technology and functionality serves internal needs and the customer base. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. The Company recorded amortization expense related to software development costs, including amounts written-off related to capitalized costs, in the amount of $0.4 million and $0.3 million for the years ended December 31, 2016 and 2015, respectively. Freight Costs — The Company reflects the cost of shipping its products to customers as a cost of revenue. Reimbursements received from customers for freight costs are recognized as product revenue. Income Taxes — The Company accounts for income taxes in accordance with ASC Topic 740, (“ASC 740”), which requires the asset and liability approach for financial accounting and reporting of income taxes. Deferred income taxes reflect the recognition of future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The carrying value of net deferred tax assets reflects that the Company has been unable to generate sufficient taxable income in certain tax jurisdictions. A valuation allowance is provided to reduce the deferred tax asset to an amount that is more likely than not to be realized. The deferred tax assets are still available for the Company to use in the future to offset taxable income, which would result in the recognition of a tax benefit and a reduction in the Company’s effective tax rate. Actual operating results and the underlying amount and category of income in future years could render the Company’s current assumptions, judgments and estimates of the realizability of deferred tax assets inaccurate, which could have a material impact on its financial position or results of operations. The Company accounts for uncertain tax positions in accordance with ASC 740, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. It prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Such changes in recognition or measurement might result in the recognition of a tax benefit or an additional charge to the tax provision in the period. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheet. See Note 8, Income Taxes Stock-based Compensation — The Company accounts for all stock-based payment awards, including employee stock options and restricted stock awards, in accordance with ASC Topic 718, (“ASC 718”). Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award. Compensation expense for all stock-based payment awards is recognized using the straight-line single-option approach. Employee stock options awards are valued under the single-option approach and amortized on a straight-line basis, net of estimated forfeitures. The value of the portion of the stock options award that is ultimately expected-to-vest is recognized as expense over the requisite service periods in the Company’s consolidated statements of operations. See Note 3 for further information regarding the Company’s stock-based compensation assumptions and expenses. The Company has elected to use the Black Scholes option-pricing model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Since the Company has been publicly traded for many years, it utilizes its own historical volatility in valuing its stock option grants. The expected life of an award is based on historical experience, the terms and conditions of the stock awards granted to employees, as well as the potential effect from options that have not been exercised at the time. The assumptions used in calculating the fair value of stock-based payment awards represent management’s estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and the Company uses different assumptions, its stock-based compensation expense could be materially different in the future. In addition, the Company estimates the expected forfeiture rate and recognizes expense only for those awards which are ultimately expected-to-vest shares. If the actual forfeiture rate is materially different from the Company’s estimate, the recorded stock-based compensation expense could be different. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Concentration of Credit Risk — No customer accounted for more than 10% of net revenue for the year ended December 31, 2016. One customer accounted for 14% of net revenue for the year ended December 31, 2015. No customer accounted for more than 10% of the Company’s accounts receivable balance at December 31, 2016 or December 31, 2015. The Company does not require collateral or other security to support accounts receivable. To reduce risk, the Company’s management performs ongoing credit evaluations of its customers’ financial condition. The Company maintains allowances for potential credit losses in its consolidated financial statements. Net Loss Per Share — Basic and diluted net loss per share is based upon the weighted average number of common shares outstanding during the period. Diluted net loss per share is based upon the weighted average number of common shares and dilutive-potential common share equivalents outstanding during the period, if applicable. Dilutive-potential common share equivalents are excluded from the computation of net loss per share in the loss periods as their effect would be antidilutive. As the Company has incurred losses from continuing operations during each of the last two fiscal years, shares issuable pursuant to equity awards are excluded from the computation of diluted net loss per share in the accompanying consolidated statements of operations as their effect is anti-dilutive. Comprehensive Loss — Comprehensive loss for the years ended December 31, 2016 and 2015 has been disclosed within the consolidated statements of comprehensive loss. Other accumulated comprehensive loss includes net foreign currency translation adjustments which are excluded from consolidated net loss. Foreign Currency Translation and Transactions — The functional currencies of the Company’s foreign subsidiaries are the local currencies, except for the Singapore subsidiary, which uses the U.S. dollar as its functional currency. For those subsidiaries whose functional currency is the local currency, the Company translates assets and liabilities to U.S. dollars using period-end exchange rates and translates revenues and expenses using average exchange rates during the period. Exchange gains and losses arising from translation of foreign entity financial statements are included as a component of other comprehensive loss and gains and losses from transactions denominated in currencies other than the functional currencies of the Company are included in the Company’s consolidated statements of operations. The Company recognized currency gains of less than $0.1 million in 2016 and currency losses of $1.2 million in 2015. Recent Accounting Pronouncements In March 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-09, Compensation – Stock Compensation , which provides In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2015. The Company adopted this guidance as of January 1, 2016. The new guidance has been applied on a retrospective basis, wherein the consolidated balance sheet of December 31, 2015 has been retrospectively adjusted to reflect the effects of applying the new guidance. As a result of the change to the December 31, 2015 consolidated balance sheet, deferred debt issuance costs included in other assets and long-term financial liabilities decreased by $0.4 million. After the retrospective application to the balance sheet at December 31, 2015, subsequent amortization of the deferred debt issuance costs results in an increase to long-term debt. In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern . In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers In August 2015, the FASB issued ASU 2015-14, Revenue From Contracts With Customers (Topic 606) (“ASU 2015-14”), which defers the effective date of ASU 2014-09 by one year to annual periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The new guidance is effective for the Company beginning January 1, 2018. The Company is currently evaluating the method and impact that ASU 2014-09 will have on its consolidated financial statements |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 2. Fair Value Measurements The Company determines the fair values of its financial instruments based on a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement. Under ASC Topic 820, Fair Value Measurement and Disclosures • Level 1 – Quoted prices (unadjusted) for identical assets and liabilities in active markets; • Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly; and • Level 3 – Unobservable inputs. Assets and Liabilities Measured at Fair Value on a Recurring Basis As of December 31, 2016 and 2015, there were no assets that are measured and recognized at fair value on a recurring basis. There were no cash equivalents as of December 31, 2016 and 2015. The Company’s only liability measured at fair value on a recurring basis was the contingent consideration related to the acquisition of idOnDemand, Inc. (“idOnDemand”). The sellers of idOnDemand (the “Selling Shareholders”) were eligible to receive limited earn-out payments (“Earn-out Consideration”) in the form of shares of the Company’s common stock subject to certain lock-up periods under the terms of the Stock Purchase Agreement dated April 29, 2011 between the Company and the Selling Shareholders of idOnDemand (the “SPA”).The Company recorded an earn-out obligation of $3.51 million as of December 31, 2014. The Earn-out Consideration liability of $3.51 million was settled during the quarter ended June 30, 2015 by the issuance of common stock to the Selling Shareholders, including the Company’s former Chief Executive Officer and former Chief Financial Officer. Fair Value Measurements (Level 3) (in thousands) Earn-out Liability Balance at December 31, 2014 $ 3,510 Remeasurement of obligation — Issuance of shares to settle earn-out obligation (3,510 ) Balance at December 31, 2015 $ — Remeasurement of obligation — Balance at December 31, 2016 $ — Assets and Liabilities Measured at Fair Value on a Non-recurring Basis Certain of the Company's assets, including intangible assets, goodwill, and privately-held investments, are measured at fair value on a nonrecurring basis if impairment is indicated. Purchased intangible assets are measured at fair value primarily using discounted cash flow projections. For additional discussion of measurement criteria used in evaluating potential impairment involving goodwill and intangible assets, refer to Note 5, Goodwill and Intangible Assets Privately-held investments, which are normally carried at cost, are measured at fair value due to events and circumstances that the Company identified as significantly impacting the fair value of investments. The Company estimates the fair value of its privately-held investments using an analysis of the financial condition and near-term prospects of the investee, including recent financing activities and the investee's capital structure. As of December 31, 2016 and 2015, the Company had $0.3 million of privately-held investments measured at fair value on a nonrecurring basis which were classified as Level 3 assets due to the absence of quoted market prices and inherent lack of liquidity. The Company reviews its investments to identify and evaluate investments that have an indication of possible impairment. The Company adjusts the carrying value for its privately-held investments for any impairment if the fair value is less than the carrying value of the respective assets on an other-than-temporary basis. The amount of privately-held investments is included in other assets in the accompanying consolidated balance sheets. As of December 31, 2016 and 2015, there were no liabilities that are measured and recognized at fair value on a non-recurring basis. Assets and Liabilities Not Measured at Fair Value The carrying amounts of the Company's accounts receivable, prepaid expenses and other current assets, accounts payable, financial liabilities and other accrued liabilities approximate fair value due to their short maturities. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | 3. Stockholders’ Equity Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock, 40,000 of which have been designated as Series A Participating Preferred Stock, par value $0.001 per share. No shares of the Company’s preferred stock, including the Series A Participating Preferred Stock, were outstanding as of December 31, 2016 and 2015. The Company’s board of directors may from time to time, without further action by the Company’s stockholders, direct the issuance of shares of preferred stock in series and may, at the time of issuance, determine the rights, preferences and limitations of each series, including voting rights, dividend rights and redemption and liquidation preferences. Satisfaction of any dividend preferences of outstanding shares of preferred stock would reduce the amount of funds available for the payment of dividends on shares of the Company’s common stock. Holders of shares of preferred stock may be entitled to receive a preference payment in the event of any liquidation, dissolution or winding-up of the Company before any payment is made to the holders of shares of the Company’s common stock. Upon the affirmative vote of the Board, without stockholder approval, the Company may issue shares of preferred stock with voting and conversion rights which could adversely affect the holders of shares of its common stock. Common Stock Warrants In connection with the Company’s entry into a consulting agreement, the Company issued a consultant a warrant to purchase up to 85,000 shares of the Company’s common stock at a per share exercise price of $10.70 (the “Consultant Warrant”). One fourth of the shares under the warrant are exercisable for cash three months from the date the Consultant Warrant was issued and quarterly thereafter. The Consultant Warrant expires on August 13, 2019. In the event of an acquisition of the Company, the Consultant Warrant shall terminate and no longer be exercisable as of the closing of the acquisition. As of December 31, 2016, the Consultant Warrant has not been exercised. In connection with the Company’s entry into a credit agreement with Opus Bank (“Opus”) as discussed in Note 7, Financial Liabilities On March 31, 2016, the Company entered into a third amendment to its Credit Agreement increasing the number of shares of common stock underlying the warrant from 100,000 to 200,000 shares and decreasing the exercise price from $9.90 to $2.19 per share subject to modification. The Company also agreed to issue new warrants to purchase 100,000 shares of common stock in the event that the outstanding principal balance of the Company’s loans with Opus exceeds specified thresholds on each of September 30, 2016, December 31, 2016 and March 31, 2017. The terms of any new warrants issued will be identical to those of the existing warrant, except that each new warrant issued will be exercisable for 100,000 shares and have an exercise price equal to the average closing price of the Company’s common stock for the five trading days ending on the last day of the quarter with respect to which the new warrant is issued. In addition, the existing registration rights agreement was amended to include the new warrants and change the circumstances under which the Company must register shares underlying the warrants issued to Opus (the “Amended Rights Agreement”). On September 30, 2016, the Company’s outstanding principal threshold, as required in its Credit Agreement, as amended, was not attained. As a result, the Company issued a new warrant (“New Opus Warrant #1”) to purchase 100,000 shares of common stock at a per share exercise price of $2.22 per share to Opus. The New Opus Warrant #1 is immediately exercisable for cash or by net exercise and expires on September 30, 2021. As of December 31, 2016, the New Opus Warrant #1 had not been exercised. On December 31, 2016, the Company’s outstanding principal threshold, as required in its Credit Agreement, as amended, was not attained. As a result, the Company issued a new warrant (“New Opus Warrant #2”) to purchase 100,000 shares of common stock at a per share exercise price of $3.61 per share to Opus. The New Opus Warrant #2 is immediately exercisable for cash or by net exercise and expires on December 31, 2021. As of December 31, 2016, the New Opus Warrant #2 had not been exercised. Subsequent to December 31, 2016, the Opus Warrant, the new Opus Warrant #1 and New Opus Warrant #2 were cancelled. See Note 14, Subsequent Events for more information. On August 14, 2013, in a private placement, the Company issued 834,847 shares of its common stock at a price of $8.50 per share and warrants to purchase an additional 834,847 shares of its common stock with an exercise price of $10.00 per share (the “2013 Private Placement Warrants”) to accredited and other qualified investors (the “Investors”). The 2013 Private Placement Warrants have a term of four years and are exercisable beginning six months following the date of issuance. In addition, the placement agent was issued warrants to purchase 100,000 shares of common stock at an exercise price of $10.00 per share as compensation. Subsequent to issuance, warrants to purchase an aggregate of 747,969 shares were exercised. The number of shares issuable upon exercise of the 2013 Private Placement Warrants is subject to adjustment for any stock dividends, stock splits or distributions by the Company, or upon any merger or consolidation or sale of assets of the Company, tender or exchange offer for the Company’s common stock, or a reclassification of the Company’s common stock. As of December 31, 2016, 186,878 warrants had not been exercised. Below is a summary of outstanding warrants issued by the Company as of December 31, 2016: Warrant Type Number of Shares Issuable Upon Exercise Weighted Average Exercise Price Issue Date Expiration Date Consultant Warrant 85,000 $ 10.70 August 13, 2014 August 13, 2019 Opus Warrant 200,000 2.19 March 31, 2014 March 31, 2019 New Opus Warrant #1 100,000 2.22 September 30, 2016 September 30, 2021 New Opus Warrant #2 100,000 3.61 December 31, 2016 December 31, 2021 2013 Private Placement Warrants 186,878 10.00 August 14, 2013 August 14, 2017 Total 671,878 Stock-Based Compensation Plans The Company has various stock-based compensation plans to attract, motivate, retain and reward employees, directors and consultants by providing its Board or a committee of the Board the discretion to award equity incentives to these persons. The Company’s stock-based compensation plans consist of the Director Option Plan, the 1997 Stock Option Plan, the 2000 Stock Option Plan, 2007 Stock Option Plan (the “2007 Plan”), the 2010 Bonus and Incentive Plan (the “2010 Plan”) and the 2011 Incentive Compensation Plan (the “2011 Plan”), as amended. Stock Bonus and Incentive Plans In June 2010, the Company’s stockholders approved the 2010 Plan which granted cash and equity-based awards to executive officers, directors, and other key employees as designated by the Compensation Committee of the Board. An aggregate of 300,000 shares of the Company’s common stock was reserved for issuance under the 2010 Plan as equity-based awards, including shares, nonqualified stock options, restricted stock or deferred stock awards. These awards provide the Company´s executive officers, directors, and key employees with the opportunity to earn shares of common stock depending on the extent to which certain performance goals are met. Since the adoption of the 2011 Plan (described below), the Company utilizes shares from the 2010 Plan only for performance-based awards to participants and all equity awards granted under the 2010 Plan are issued pursuant to the 2011 Plan. On June 6, 2011, the Company’s stockholders approved the 2011 Plan, which is administered by the Compensation Committee of the Board. The 2011 Plan provides that stock options, stock units, restricted shares, and stock appreciation rights may be granted to executive officers, directors, consultants, and other key employees. The Company reserved 400,000 shares of common stock under the 2011 Plan, plus 459,956 shares of common stock that remained available for delivery under the 2007 Plan and the 2010 Plan as of June 6, 2011. In aggregate, as of June 6, 2011, 859,956 shares were available for future grants under the 2011 Plan, including shares rolled over from 2007 Plan and 2010 Plan. Subsequent to June 6, 2011 through December 31, 2015, the number of shares of common stock authorized for issuance under the 2011 Plan had been increased by 1.0 million shares. On May 12, 2016, the Company’s stockholders approved an amendment and restatement of the 2011 Plan to, among other things, increase the number of shares of common stock authorized for issuance by 2.0 million shares and extend the term of the 2011 Plan. Stock Option Plans The Company’s stock option plans are generally time-based and expire seven to ten years from the date of grant. Vesting varies, with some grants vesting 25% each year over four years; some vesting 25% after one year and monthly thereafter over three years; some vesting 100% on the date of grant; some vesting 1/12 th As of December 31, 2016, an aggregate of 7,379 options were outstanding under the Director Option Plan and 1997 Stock Option Plan, no options were outstanding under the 2000 Stock Option Plan, 6,741 options were outstanding under the 2007 Plan, and 818,821 options were outstanding under the 2011 Plan. These outstanding options remain exercisable in accordance with the terms of the original grant agreements under the respective plans. A summary of activity for the Company’s stock option plans for the year ended December 31, 2016 follows: Number Outstanding Average Exercise Price per Share Weighted Average Remaining Contractual Term (Years) Average Intrinsic Value Balance at December 31, 2015 781,804 $ 11.48 $ — Granted 444,460 4.36 Cancelled or Expired (393,323 ) 12.15 Exercised — — Balance at December 31, 2016 832,941 $ 7.11 8.23 $ — Vested or expected to vest at December 31, 2016 801,667 $ 7.18 8.19 $ — Exercisable at December 31, 2016 429,816 $ 8.58 7.58 $ — The following table summarizes information about options outstanding as of December 31, 2016: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $4.36 - $7.20 530,810 9.00 $ 4.55 207,619 $ 4.78 $7.50 - $11.30 254,471 7.25 9.80 174,537 9.67 $12.00 - $19.70 27,390 6.29 13.66 27,390 13.66 $21.70 - $33.90 17,541 3.23 29.30 17,541 29.30 $34.40 - $43.40 2,729 0.22 43.40 2,729 43.40 $4.36 - $43.40 832,941 8.23 $ 7.11 429,816 $ 8.58 The weighted-average grant date fair value per option for options granted during the years ended December 31, 2016 and 2015 was $4.36 and $0, respectively. A total of 0 and 5,180 options were exercised during the years ended December 31, 2016 and 2015, respectively. The fair value of option grants was estimated using the Black-Scholes model with the following weighted-average assumptions for the years ended December 31, 2016: 2016 2015 Risk-free interest rate 1.25% N/A Expected volatility 78.40% N/A Expected term in years 4.77 N/A Dividend yield 0.00% N/A At December 31, 2016, there was $1.4 million of unrecognized stock-based compensation expense, net of estimated forfeitures related to unvested options, that is expected to be recognized over a weighted-average period of 2.1 years. Restricted Stock and Restricted Stock Units The following is a summary of restricted stock and restricted stock unit (“RSU”) activity for the year ended December 31, 2016: Number Outstanding Weighted Average Fair Value Balance at December 31, 2015 721,918 $ 13.32 Granted 2,252,732 2.19 Vested (736,922 ) 6.56 Forfeited (264,269 ) 14.64 Balance at December 31, 2016 1,973,459 $ 2.80 The fair value of the Company’s restricted stock awards and RSUs is calculated based upon the fair market value of the Company’s stock at the date of grant. As of December 31, 2016, there was $2.6 million of unrecognized compensation cost related to unvested RSUs granted, which is expected to be recognized over a weighted average period of 3.1 years. As of December 31, 2016, an aggregate of 1,973,459 RSUs were outstanding under the 2011 Plan. Stock-Based Compensation Expense The following table illustrates all stock-based compensation expense related to stock options and RSUs included in the consolidated statements of operations for the years ended December 31, 2016 and 2015 (in thousands): Year Ended December 31, 2016 2015 Cost of revenue $ 76 $ 85 Research and development 352 324 Selling and marketing 632 1,085 General and administrative 1,782 3,022 Total $ 2,842 $ 4,516 Common Stock Reserved for Future Issuance Common stock reserved for future issuance as of December 31, 2016 was as follows: Exercise of outstanding stock options and vesting of RSUs 2,806,215 ESPP 293,888 Shares of common stock available for grant under the 2011 Plan 330,979 Noncontrolling interest in Bluehill AG 10,355 Warrants to purchase common stock 671,878 Total 4,113,315 Net Loss per Common Share Attributable to Identiv Stockholders’ Equity Basic and diluted net loss per share is based upon the weighted average number of common shares outstanding during the period. For the years ended December 31, 2016 and 2015, common stock equivalents consisting of outstanding stock options, RSUs and warrants were excluded from the calculation of diluted net loss per share because these securities were anti-dilutive due to the net loss in the respective periods. The total number of common stock equivalents excluded from diluted net loss per share relating to these securities was 3,488,448 common stock equivalents for the year ended December 31, 2016, and 2,255,124 common stock equivalents for the year ended December 31, 2015. Accumulated Other Comprehensive Income Accumulated other comprehensive income (“AOCI”) Stock Repurchases On October 9, 2014, the Company’s Board of Directors authorized a program to repurchase shares of the Company’s common stock. Under the stock repurchase program, the Company may repurchase up to $5.0 million of its common stock over a period of one year. The program allowed stock repurchases from time to time at management’s discretion in the open market or in private transactions at prevailing market prices. The stock repurchase program expired on October 9, 2015. During the year ended December 31, 2015, the Company repurchased 358,502 shares of common stock under the stock repurchase program for total consideration of approximately $1.8 million. During the year ended December 31, 2016, the Company repurchased 109,192 shares of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of RSUs issued to employees. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2016 | |
Statement Of Financial Position [Abstract] | |
Balance Sheet Components | 4. Balance Sheet Components The Company’s inventories are stated at the lower of cost or market. Inventories consist of (in thousands): December 31, 2016 2015 Raw materials $ 3,346 $ 5,033 Work-in-progress 285 12 Finished goods 7,965 9,681 Total $ 11,596 $ 14,726 Property and equipment, net consists of (in thousands): December 31, 2016 2015 Building and leasehold improvements $ 1,884 $ 2,670 Furniture, fixtures and office equipment 2,002 2,242 Plant and machinery 8,848 8,858 Purchased software 1,717 2,510 Total 14,451 16,280 Accumulated depreciation (12,035 ) (12,062 ) Property and equipment, net $ 2,416 $ 4,218 The Company recorded depreciation expense of $1.7 million and $1.6 million during the years ended December 31, 2016 and 2015, respectively. Other accrued expenses and liabilities consist of (in thousands): December 31, 2016 2015 Accrued restructuring $ 237 $ 633 Accrued professional fees 2,371 1,731 Income taxes payable 334 282 Other accrued expenses 2,090 3,189 Total $ 5,032 $ 5,835 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets Goodwill The following table presents goodwill by reporting unit, which is the same as operating segment, for the years ended December 31, 2016 and 2015 (in thousands): PACS Credentials Identity All Other Total Balance at December 31, 2014 $ 7,783 $ — $ 1,070 $ — $ 8,853 Goodwill impairment (7,783 ) — (988 ) — (8,771 ) Currency translation adjustment — — (82 ) — (82 ) Balance at December 31, 2015 $ — $ — $ — $ — $ — Goodwill impairment — — — — — Currency translation adjustment — — — — — Balance at December 31, 2016 $ — $ — $ — $ — $ — In the second quarter of 2015, the Company noted certain indicators of impairment, including a sustained decline in its stock price and continued reduced performance in its Identity reporting unit. Based on the results of step one of the goodwill impairment analysis, it was determined that the Company’s net adjusted carrying value exceeded its estimated fair value for the Identity reporting unit. As a result, the Company concluded that the carrying value of goodwill for the Identity reporting unit was fully impaired and recorded an impairment charge of approximately $ million in its consolidated statements of operations during the second quarter of 2015. In the fourth quarter of 2015, the Company’s stock price declined significantly which resulted in a significant reduction in its fair value and market capitalization. The stock price declined from $3.64 as of October 1, 2015 to $1.99 as of December 31, 2015, and subsequently dropped further, reaching a low of $1.56 in February 2016. Additionally, the Company’s net losses continued in the quarter ended December 31, 2015. As a result, based on qualitative factors, the Company concluded that the carrying value of goodwill for the PACS reporting unit was fully impaired and Intangible Assets The following table summarizes the gross carrying amount and accumulated amortization for intangible assets resulting from acquisitions (in thousands): Existing Customer Technology Relationship Total Amortization period (in years) 11.75 4.0 – 11.75 Gross carrying amount at December 31, 2015 $ 4,600 $ 10,639 $ 15,239 Accumulated amortization (2,361 ) (5,603 ) (7,964 ) Intangible Assets, net at December 31, 2015 $ 2,239 $ 5,036 $ 7,275 Gross carrying amount at December 31, 2016 $ 4,600 $ 10,639 $ 15,239 Accumulated amortization (2,809 ) (6,610 ) (9,419 ) Intangible Assets, net at December 31, 2016 $ 1,791 $ 4,029 $ 5,820 Each period, the Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. If a revision to the remaining period of amortization is warranted, amortization is prospectively adjusted over the remaining useful life of the intangible asset. Intangible assets subject to amortization are amortized on a straight-line basis over their useful lives as outlined in the table above. The Company performs an evaluation of its amortizable intangible assets for impairment at the end of each reporting period. The Company did not identify any impairment indicators during the year ended December 31, 2016. The following table illustrates the amortization expense included in the consolidated statements of operations for the years ended December 31, 2016 and 2015 (in thousands): Year Ended December 31, 2016 2015 Cost of revenue $ 448 $ 448 Selling and marketing 1,007 1,007 Total $ 1,455 $ 1,455 The estimated annual future amortization expense for purchased intangible assets with definite lives over the next five years is as follows (in thousands): 2017 $ 1,455 2018 1,455 2019 1,455 2020 1,455 Thereafter — Total $ 5,820 |
Long-Term Payment Obligation
Long-Term Payment Obligation | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Long-Term Payment Obligation | 6. Long-Term Payment Obligation Hirsch Acquisition – Secure Keyboards and Secure Networks . Prior to the 2009 acquisition of Hirsch by the Company, effective November 1994, Hirsch had entered into a settlement agreement (the “1994 Settlement Agreement”) with two limited partnerships, Secure Keyboards, Ltd. (“Secure Keyboards”) and Secure Networks, Ltd. (“Secure Networks”). At the time, Secure Keyboards and Secure Networks were related to Hirsch through certain common shareholders and limited partners, including Hirsch’s then President Lawrence Midland, who resigned as President of the Company effective July 31, 2014. Immediately following the acquisition, Mr. Midland owned 30% of Secure Keyboards and 9% of Secure Networks. Secure Networks was dissolved in 2012 and Mr. Midland owned 24.5% of Secure Keyboards upon his resignation effective July 31, 2014. On April 8, 2009, Secure Keyboards, Secure Networks and Hirsch amended and restated the 1994 Settlement Agreement to replace the royalty-based payment arrangement under the 1994 Settlement Agreement with a new, definitive installment payment schedule with contractual payments to be made in future periods through 2020 (the “2009 Settlement Agreement”). The Company was not an original party to the 2009 Settlement Agreement as the acquisition of Hirsch occurred subsequent to the 2009 Settlement Agreement being entered into. The Company has, however, provided Secure Keyboards and Secure Networks with a limited guarantee of Hirsch’s payment obligations under the 2009 Settlement Agreement (the “Guarantee”). The 2009 Settlement Agreement and the Guarantee became effective upon the acquisition of Hirsch on April 30, 2009. The Company’s annual payment to Secure Keyboards and Secure Networks in any given year under the 2009 Settlement Agreement is subject to an increase based on the percentage increase in the Consumer Price Index during the previous calendar year. The final payment to Secure Networks was made on January 30, 2012 and the final payment to Secure Keyboards is due on January 30, 2021. The Company’s payment obligations under the 2009 Settlement Agreement will continue through the calendar year period ending December 31, 2020, unless the Company elects at any time on or after January 1, 2012 to earlier satisfy its obligations by making a lump-sum payment to Secure Keyboards. The Company does not intend to make a lump-sum payment and therefore a portion of the payment obligation amount is classified as a long-term liability. The Company included $0.4 million and $0.5 million of interest expense during the years ended December 31, 2016 and 2015, respectively, in its consolidated statements of operations for interest accreted on the long-term payment obligation. The ongoing payment obligation in connection with the Hirsch acquisition as of December 31, 2016 is as follows (in thousands): 2017 $ 1,200 2018 1,248 2019 1,298 2020 1,444 2021 372 Present value discount factor (789 ) Total $ 4,773 |
Financial Liabilities
Financial Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Financial Liabilities | 7. Financial Liabilities Financial liabilities consist of (in thousands): December 31, 2016 2015 Secured term loan $ 10,000 $ 10,000 Bank revolving loan facility 8,300 8,300 Total before discount and debt issuance costs 18,300 18,300 Less: Current portion of financial liabilities (8,300 ) — Less: Long-term portion of unamortized discount and debt issuance costs (221 ) (644 ) Long-term financial liabilities $ 9,779 $ 17,656 Bank Term Loan and Revolving Loan Facility On March 31, 2014, the Company entered into a credit agreement (the “Credit Agreement”) with Opus. The Credit Agreement provides for a term loan in aggregate principal amount of $10.0 million (“Term Loan”) and an additional $10.0 million revolving loan facility (“Revolving Loan Facility”). The obligations of the Company under the Credit Agreement are secured by substantially all the assets of the Company. Certain of the Company’s material domestic subsidiaries have guaranteed the credit facilities and have granted Opus security interests in substantially all of their respective assets. The Company may voluntarily prepay the Term Loan and outstanding amounts under the Revolving Loan Facility, without prepayment charges, and is required to make prepayments of the Term Loan in certain circumstances or condemnation events using the proceeds of asset sales or insurance. In connection with the Company’s entry into the Credit Agreement, the Company paid customary lender fees and expenses, including facility fees. In addition, as discussed in Note 3, Stockholders’ Equity Equity-Based Payments to Non-Employees Interest – Imputation of Interest Simplifying the Presentation of Debt Issuance Costs, On November 10, 2014, the Company entered into an amendment to its Credit Agreement (the “Amended Credit Agreement”) with Opus. Under the Amended Credit Agreement, the Revolving Loan Facility was increased from $10.0 million to $30.0 million and the revolving loan maturity date was extended to November 10, 2017. In addition, the Company is no longer required to make scheduled monthly installment payments of principal under the Term Loan. Rather, the entire principal balance of the Term Loan will be due on March 31, 2017. Under the terms of the Amended Credit Agreement, both the principal amount of the Term Loan and the principal amount outstanding under the Revolving Loan Facility bear interest at a floating rate equal to: (a) if the Company holds more than $30.0 million in cash with Opus, the greater of (i) the prime rate plus 1.50% and (ii) 4.75%; (b) if the Company holds $30.0 million or less but more than $20.0 million in cash with Opus, the greater of (i) the prime rate plus 2.25% and (ii) 5.50%; or (c) if the Company holds $20.0 million or less in cash with Opus, the greater of (i) the prime rate plus 2.75% and (ii) 6.00%. Interest on both facilities continues to be payable monthly. Additionally, the Amended Credit Agreement (i) modifies certain loan covenants applicable to the Company’s stock repurchase plan, (ii) removes from the loan collateral shares of the Company’s capital stock repurchased by the Company and (iii) extends the current tangible net worth covenant by one year. The Company paid customary lender fees and third party fees related to the debt modification. In accordance with ASC 470-50, Debt – Modifications and Extinguishments, The Amended Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants, including, limits or restrictions on the Company’s ability to incur liens, incur indebtedness, make certain restricted payments, merge or consolidate and dispose of assets. The Amended Credit Agreement also provides for customary financial covenants, including a minimum tangible net worth covenant, a maximum senior leverage ratio and a minimum asset coverage ratio. In addition, it contains customary events of default that entitle Opus to cause any or all of the Company’s indebtedness under the Amended Credit Agreement to become immediately due and payable. Events of default, include, among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults and material judgment defaults. Upon the occurrence and during the continuance of an event of default, Opus may terminate its lending commitments and/or declare all or any part of the unpaid principal of all indebtedness, all interest accrued and unpaid thereon and all other amounts payable under the Amended Credit Agreement to be immediately due and payable. The Term Loan, net of discount and debt issuance costs, outstanding under the Amended Credit Agreement is classified as short-term and the Revolving Loan Facility, net of discount and debt issuance costs, is classified as long-term in the accompanying condensed consolidated balance sheets as of December 31, 2016. On December 4, 2015, the Company entered into an additional amendment (the “Second Amendment”) to its Credit Agreement with Opus. The Second Amendment amended the financial covenants and restricts the Company from permitting its consolidated tangible net worth, plus amounts payable to Secure Keyboards (see Note 6), to be less than $8,000,000 On March 31, 2016, the Company entered into an additional amendment (the “Third Amendment”) to its Credit Agreement with Opus. Under the Third Amendment, the Revolving Loan Facility was reduced from $30.0 million to $10.0 million and certain financial covenants were amended and added, including covenants with respect to tangible net worth, maximum senior leverage ratio, minimum asset coverage ratio, minimum EBITDA, minimum cash of at least $7.5 million, and minimum future outstanding principal balance thresholds. In addition, as discussed in Note 3, Stockholders’ Equity, On September 30, 2016, as a result of not attaining a minimum outstanding principal threshold, the Company issued a new warrant (“New Opus Warrant #1”) to purchase 100,000 shares of common stock at an exercise price of $2.22 per share to Opus. The Company calculated the fair value of the New Opus Warrant #1 using the Black Scholes pricing model using the following assumptions: estimated volatility of 83.9%, risk free interest rate of 0.90%, no dividend yield, and an expected life of three years. The fair value of the Opus Warrant and the New Opus Warrant #1 of $0.4 million is recorded as a direct deduction from the carrying amount of the Term Loan and is being amortized as interest expense over the remaining term of the Credit Agreement, as amended On December 31, 2016, as a result of not attaining a minimum outstanding principal threshold, the Company issued an additional warrant (“New Opus Warrant #2”) to purchase 100,000 shares of common stock at an exercise price of $3.61 per share to Opus. The Company calculated the fair value of the New Opus Warrant #2 using the Black Scholes pricing model using the following assumptions: estimated volatility of 78.4%, risk free interest rate of 1.94%, no dividend yield, and an expected life of five years. The fair value of the New Opus Warrant of $0.2 million is recorded as a direct deduction from the carrying amount of the Term Loan and is being amortized as interest expense over the remaining term of the Credit Agreement, as amended On February 8, 2017, the Company entered into new Loan and Security Agreements. In connection with the closing of such agreements, the Company repaid all outstanding amounts under its Credit Agreement, as amended, with Opus. Subsequent Events In accordance with ASC Topic 470 Debt¸ The following table summarizes the timing of repayment obligations for the Company’s financial liabilities for the next five years under the terms of the Amended Credit Agreement as of December 31, 2016 (in thousands): 2017 2018 2019 2020 Total Bank term loan and revolving loan facility $ 8,300 $ 10,000 $ — $ — $ 18,300 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes Loss before income taxes for domestic and non-U.S. continuing operations is as follows: (In thousands) 2016 2015 Loss from continuing operations before income taxes and noncontrolling interest: U.S. $ (13,284 ) $ (43,518 ) Foreign (287 ) 4,520 Loss from continuing operations before income taxes and noncontrolling interest $ (13,571 ) $ (38,998 ) The benefit (provision) for income taxes consisted of the following: December 31, (In thousands) 2016 2015 Deferred: Federal $ — $ — State — — Foreign — — $ — $ — Current Federal $ — $ — State (25 ) (16 ) Foreign (107 ) (206 ) Total current (132 ) (222 ) Total provision for income taxes $ (132 ) $ (222 ) Significant items making up deferred tax assets and liabilities are as follows: December 31, (In thousands) 2016 2015 Deferred tax assets: Allowances not currently deductible for tax purposes $ 2,844 $ 3,481 Net operating loss carryforwards 64,741 62,779 Accrued and other 7,149 8,781 74,734 75,041 Less valuation allowance (71,023 ) (70,478 ) 3,711 4,563 Deferred tax liability: Depreciation and amortization (2,220 ) (2,774 ) Other (1,491 ) (1,789 ) (3,711 ) (4,563 ) Net deferred tax liability $ — $ — Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2016. Such objective evidence limits the ability to consider other subjective evidence such as the Company’s projections for future growth. A valuation allowance of $71.0 million and $70.5 million at December 31, 2016 and December 31, 2015, respectively, has been recorded to offset the related net deferred tax assets as the Company is unable to conclude that it is more likely than not that such deferred tax assets will be realized. The net deferred tax liabilities are primarily from foreign tax liabilities as well as intangibles acquired as a result of the acquisition of Hirsch, which are not deductible for tax purposes. As of December 31, 2016, the Company has net operating loss carryforwards of $103.3 million for federal, $35.6 million for state and $118.2million for foreign income tax purposes. The Company’s loss carryforwards have started expiring and will continue to expire through 2036 if not utilized. The Tax Reform Act of 1986 (the “Reform Act”) limits the use of net operating loss and tax credit carryforwards in certain situations where changes occur in stock ownership. The Company completed its acquisition of Bluehill ID on January 4, 2010, which resulted in a stock ownership change as defined by the Reform Act. This transaction resulted in limitations on the annual utilization of federal and state net operating loss carryforwards. As a result, the Company reevaluated its deferred tax assets available under the Reform Act. The loss carryforward amounts, excluding the valuation allowance, presented above have been adjusted for the limitation resulting from the change in ownership in accordance with the provisions of the Reform Act. The (benefit) provision for income taxes reconciles to the amount computed by applying the statutory federal tax rate to the loss before income taxes from continuing operation is as follows: December 31, (In thousands) 2016 2015 Income tax expense (benefit) at statutory federal tax rate of 34% $ (4,711 ) $ (13,247 ) State taxes, net of federal benefit 17 11 Foreign taxes benefits provided for at rates other than U.S statutory rate 424 (1,349 ) Change in valuation allowance 4,064 11,728 Goodwill impairment — 2,646 Permanent differences — 731 Other 338 (298 ) Total provision for income taxes 132 222 The Company has no present intention of remitting undistributed retained earnings of any of its foreign subsidiaries. Accordingly, the Company has not established a deferred tax liability with respect to undistributed earnings of its foreign subsidiaries. U.S. income and foreign withholding taxes have not been recognized on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that is indefinitely reinvested outside the United States. This amount becomes taxable upon a repatriation of assets from the subsidiary or a sale or liquidation of the subsidiary. The determination and presentation of the amount of such temporary differences as of December 31, 2016 and 2015, is not practicable because of complexities of the hypothetical calculation. The Company applies the provisions of, and accounted for uncertain tax positions in accordance with ASC 740. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. It prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. A reconciliation of the beginning and ending amount of unrecognized tax benefits with an impact on the Company’s consolidated balance sheets or results of operations is as follows: (In thousands) 2016 2015 Balance at January 1 $ 3,223 $ 2,886 Additions based on tax positions related to the current year 1 352 Additions for tax positions of prior years — — Reductions in prior year tax positions (350 ) — Reductions in prior year tax positions due to completion of audit — — Other reductions in prior year tax positions — (15 ) Balance at December 31 $ 2,874 $ 3,223 While timing of the resolution and/or finalization of tax audits is uncertain, the Company does not believe that its unrecognized tax benefits as presented in the above table would materially change in the next 12 months. The reduction to the amount of unrecognized tax benefits during 2015 was primarily due to the expiration of statutes of limitations on tax attributes carried forward for prior years. As of December 31, 2016 and 2015, the Company recognized liabilities for unrecognized tax benefits of $2.9 million and $3.1 million, respectively, which were accounted for as a decrease to deferred tax assets. Since there was a full valuation allowance against these deferred tax assets, there was no impact on the Company’s consolidated balance sheets or results of operations for the years 2016 and 2015. Also the subsequent recognition, if any, of these previously unrecognized tax benefits would not affect the effective tax rate. Such recognition would result in adjustments to other tax accounts, primarily deferred taxes. The amount of unrecognized tax benefits, which, if recognized would affect the tax rate is $0.1 million as of December 31, 2016 and 2015. The Company recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. During fiscal 2016, the Company recorded a reduction to accrued penalties of $2,000 and an increase in accrued interest of $4,000 related to the unrecognized tax benefits noted above. As of December 31, 2016, the Company has recognized a total liability for penalties of $13,000 and interest of $28,000. During fiscal 2015, the Company recorded a reduction to accrued penalties of $400 and a reduction to accrued interest of $3,000 related to the unrecognized tax benefits noted above. As of December 31, 2015, the Company has recognized a total liability for penalties of $15,000 and interest of $24,000. The Company files U.S. federal, U.S. state and foreign tax returns. The Company generally is no longer subject to tax examinations for years prior to 2011. However, if loss carryforwards of tax years prior to 2011 are utilized in the U.S., these tax years may become subject to investigation by the tax authorities. |
Segment Reporting and Geographi
Segment Reporting and Geographic Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting and Geographic Information | 9. Segment Reporting and Geographic Information ASC Topic 280, Segment Reporting The CODM reviews financial information and business performance for each operating segment. The Company evaluates the performance of its operating segments at the revenue and gross profit levels. The Company does not report total assets, capital expenditures or operating expenses by operating segment as such information is not used by the CODM for purposes of assessing performance or allocating resources or has not been accounted for at the segment level. Net revenue and gross profit information by segment for the years ended December 31, 2016 and 2015 are as follows (in thousands): Year Ended December 31, 2016 2015 PACS: Net revenue $ 24,696 $ 19,963 Gross profit 14,034 11,522 Gross profit margin 57 % 58 % Identity: Net revenue 12,902 11,950 Gross profit 5,015 5,040 Gross profit margin 39 % 42 % Credentials: Net revenue 17,992 27,336 Gross profit 4,427 5,613 Gross profit margin 25 % 21 % All Other: Net revenue 578 1,545 Gross profit 253 974 Gross profit margin 44 % 63 % Total: Net revenue 56,168 60,794 Gross profit 23,729 23,149 Gross profit margin 42 % 38 % Operating expenses: Research and development 6,520 9,151 Selling and marketing 14,032 20,236 General and administrative 11,309 19,604 Impairment of goodwill — 8,771 Restructuring and severance 3,088 1,266 Total operating expenses: 34,949 59,028 Loss from operations (11,220 ) (35,879 ) Non-operating income (expense): Interest expense, net (2,378 ) (1,908 ) Foreign currency gains (losses), net 27 (1,211 ) Loss before income taxes and noncontrolling interest $ (13,571 ) $ (38,998 ) Geographic net revenue is based on the customer’s ship-to location. Information regarding net revenue by geographic region is as follows (in thousands): Year Ended December 31, 2016 2015 Americas $ 38,135 $ 40,848 Europe and the Middle East 8,589 9,472 Asia-Pacific 9,444 10,474 Total $ 56,168 $ 60,794 Revenues: Americas 68 % 67 % Europe and the Middle East 15 % 16 % Asia-Pacific 17 % 17 % Total 100 % 100 % Long-lived assets by geographic location as of December 31, 2016 and 2015 are as follows (in thousands): December 31, 2016 2015 Property and equipment, net: Americas $ 1,100 $ 2,096 Europe and the Middle East 162 295 Asia-Pacific 1,154 1,827 Total property and equipment, net $ 2,416 $ 4,218 The Company’s net revenue is represented by the following product categories as of December 31, 2016 and 2015 (in thousands): Year Ended December 31, 2016 2015 Tags and transponders $ 10,890 $ 20,310 Logical and physical access control readers 17,671 17,165 Controller panels 14,908 10,272 Access cards and provisioning 7,106 7,394 Third party access control products 1,645 1,523 Other 3,948 4,130 Total $ 56,168 $ 60,794 |
Restructuring and Severance
Restructuring and Severance | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring And Related Activities [Abstract] | |
Restructuring and Severance | 10. Restructuring and Severance During 2015, severance costs were incurred for certain employees terminated as part of management’s continuing efforts to simplify business operations. As a result, the Company recorded $1.3 million in restructuring and severance costs and other closure related costs and an additional $0.1 million in severance costs recorded in general and administrative expenses related to the elimination of certain executive positions in conjunction with the corporate restructuring and cost reduction activities. In the first quarter of 2016, the Company implemented a worldwide restructuring plan designed to refocus the Company’s resources on its core business segments, including physical access and transponders, and to consolidate its operations in several worldwide locations. The restructuring plan included reducing the Company’s non-manufacturing employee base, reallocating overhead roles into direct business activities and eliminating certain management and executive roles. In 2016, the Company incurred restructuring and severance costs of $3.1 million. All unpaid restructuring and severance accruals are included in other accrued expenses and liabilities within current liabilities in the consolidated balance sheets at December 31, 2016 and 2015, respectively. Restructuring and severance activities during the years ended December 31, 2016 and December 31, 2015 were as follows (in thousands): Year Ended December 31, 2016 2015 Balance at beginning of period $ 633 $ 1,377 Restructuring expense incurred for the period 3,088 1,266 Other cost reduction activities for the period — 81 Payments and non-cash item adjustment during the period (3,484 ) (2,091 ) Balance at end of period $ 237 $ 633 |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Legal Proceedings | 11. Legal Proceedings On December 16, 2015, the Company and certain of our present and former officers and directors were named as defendants in a putative class action lawsuit filed in the United States District Court for the Northern District of California, entitled Rok v. Identiv, Inc., et al. Rok Rok Rok Rok Oswald v. Humphreys, et al. Chopra v. Hart, et al. Wollnik v. Wenzel, et al. Chopra Chopra Oswald Chopra Wollnik Wollnik Oswald Oswald Oswald From time to time, the Company could be subject to claims arising in the ordinary course of business or be a defendant in additional lawsuits. The outcome of such claims or other proceedings cannot be predicted with certainty and may have a material effect on the Company’s financial condition, results of operations or cash flows. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies The Company leases its facilities, certain equipment, and automobiles under non-cancelable operating lease agreements. Those lease agreements existing as of December 31, 2016 expire at various dates during the next five years. The Company recognized rent expense of $1.5 million and $1.8 million for the years ended December 31, 2016 and 2015, respectively, in its consolidated statements of operations. The following table summarizes the Company’s principal contractual commitments, excluding the financial liabilities and long-term payment obligation, as of December 31, 2016 (in thousands): Operating Leases Purchase Commitments Other Contractual Commitments Total 2017 $ 1,291 $ 8,554 $ 29 $ 9,874 2018 635 80 — 715 2019 460 — — 460 2020 260 — — 260 2021 2 — — 2 Thereafter — — — — Total $ 2,649 $ 8,634 $ 29 $ 11,311 Purchase commitments for inventories are highly dependent upon forecasts of customer demand. Due to the uncertainty in demand from its customers, the Company may have to change, reschedule, or cancel purchases or purchase orders from its suppliers. These changes may lead to vendor cancellation charges on these purchases or contractual commitments. The Company provides warranties on certain product sales for periods ranging from 12 to 24 months, and allowances for estimated warranty costs are recorded during the period of sale. The determination of such allowances requires the Company to make estimates of product return rates and expected costs to repair or to replace the products under warranty. The Company currently establishes warranty reserves based on historical warranty costs for each product line combined with liability estimates based on the prior 12 months’ sales activities. If actual return rates and/or repair and replacement costs differ significantly from the Company’s estimates, adjustments to recognize additional cost of sales may be required in future periods. Historically the warranty accrual and the expense amounts have been immaterial. |
Related Party Transaction
Related Party Transaction | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | 13. Related Party Transaction As discussed in Note 3 Fair Value Measurements As outlined in the SPA, certain of the Selling Shareholders include the Company’s former CEO and former CFO. The $3.51 million Earn-out Consideration liability was settled during the quarter ended June 30, 2015 by the issuance of common stock to the Selling Shareholders in proportion to their former shareholdings, which included approximately 87% held by the former CEO representing approximately $3,040,000 and approximately 0.3% held by the former CFO representing approximately $10,500 of the total Earn-out Consideration. The Company issued 294,750 and 921 shares of common stock to these individuals, respectively, which shares had a lock-up period of 12 months from the date of issuance. For the year ended December 31, 2014, the Company allocated as additional compensation to its former CEO $97,868 of previously reimbursed expenses in 2014 which the Company subsequently determined should not have been reimbursed either because such expenses were not consistent with its expense guidelines and policies or because insufficient documentation was provided to support such expense reimbursements. At the Company’s request, in February 2016 the former CEO repaid the Company $35,784 of such amount. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events On February 8, 2017, the Company entered into Loan and Security Agreements with each of East West Bank ("EWB") and Venture Lending & Leasing VII, Inc. and Venture Lending & Leasing VIII, Inc. (collectively referred to as “VLL7 and VLL8”). The Loan and Security Agreement with EWB provides for a $10.0 million revolving loan facility ("Revolving Loan Facility"), and the Loan Security Agreement with VLL7 and VLL8 provides for a term loan in aggregate principal amount of $10.0 million (the "Term Loan"). The Revolving Loan Facility bears interest at prime rate plus 2.0% and matures and becomes due and payable on February 8, 2019. Interest is payable monthly beginning on March 1, 2017. The Company may voluntarily prepay amounts outstanding under the Revolving Loan Facility, without prepayment charges. In the event the Revolving Loan Facility is terminated prior to its maturity, the Company would be required to pay an early termination fee in the amount of 1.0% of the revolving line, and an additional cash early termination fee of 1.0% if terminated prior to February 8, 2018. Additional borrowing requests under the Revolving Loan Facility are subject to various customary conditions precedent, including satisfaction of a borrowing base test as more fully described in the Revolving Loan Facility. The Term Loan matures on August 8, 2020. Payments under the Term Loan are interest-only for the first twelve months at a per annum rate of 12.5%, followed by principal and interest payments amortized over the remaining term of the Term Loan. If the Company elects to prepay the Term Loan before its maturity, all accrued and unpaid interest outstanding at the prepayment date will be due and payable, together with all the scheduled interest that would have accrued and been payable through the stated maturity of the Term Loan, provided that at any time after the Company has made at least twelve scheduled amortization payments of principal and interest on the Term Loan the Company shall only be required to pay 80% of the scheduled interest that would have accrued and been payable through the stated maturity of the Term Loan, The Company is obligated to pay customary fees and expenses, including customary facility fees for credit facilities of this size and type, in the aggregate amount of approximately $120,000, in connection with the closing of the two facilities. An additional facility fee of $40,000 will be payable in connection with the Revolving Loan Facility on the February 8, 2018. Each of the Revolving Loan Facility and the Term Loan contain customary representations and warranties and customary affirmative and negative covenants, including, limits or restrictions on the Company's ability to incur liens, incur indebtedness, make certain restricted payments, merge or consolidate and dispose of assets. The Revolving Loan Facility also contains various financial covenants as set forth in the Revolving Loan Facility, including but not limited to a liquidity covenant requiring the Company to maintain at least $4.0 million of cash. In addition, each of the Revolving Loan Facility and the Term Loan contains customary events of default that entitle the EWB or VLL7 and VLL8, as appropriate, to cause any or all of the Company's indebtedness under the Revolving Loan Facility or the Term Loan, respectively, to become immediately due and payable. The events of default (some of which are subject to applicable grace or cure periods), include, among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults and material judgment defaults. Upon the occurrence and during the continuance of an event of default, EWB and VLL7 and VLL8 may terminate their lending commitments and/or declare all or any part of the unpaid principal of all loans, all interest accrued and unpaid thereon and all other amounts payable under the Loan and Security Agreements to be immediately due and payable. The proceeds of the Term Loan and the initial draw under Revolving Loan Facility and after payment of fees and expenses, were used to repay all outstanding amounts under the Credit Agreement with Opus. In connection with the repayment, warrants to purchase an aggregate of 400,000 shares of common stock issued to Opus were cancelled. The proceeds of any additional draws under the Revolving Loan Facility will be used for working capital and other general corporate purposes. In connection with the Company's entry into the Revolving Loan Facility and Term Loan, the Company issued to EWB a warrant (the "EWB Warrant") to purchase up to 40,000 shares of the Company's common stock at a per share exercise price of $3.64, and issued to each of VLL7 and VLL8 a warrant to purchase 290,000 shares of the Company's common stock at a per share exercise price of $2.00 (the “VLL7 Warrant” and the “VLL8 Warrant,” respectively). Each of the EWB Warrant, the VLL7 Warrant and the VLL8 Warrant is immediately exercisable for cash or by net exercise and will expire five years after its issuance, or on February 8, 2022. The Company has granted registration rights on substantially similar terms given to the Prior Lender to the holders of each of the warrants. |
Organization and Summary of S22
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation — The accompanying consolidated financial statements include the accounts of the Company and its wholly and majority owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Reclassifications | Reclassifications — Certain reclassifications, such as the accounting for debt issuance costs consistent with Accounting Standards Update (“ASU”) , Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), have been made to the fiscal year 2015 financial statements to conform to the fiscal year 2016 presentation. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts — The allowance for doubtful accounts is based on the Company’s assessment of the collectibility of customer accounts. The Company regularly reviews its receivables that remain outstanding past their applicable payment terms and establishes an allowance and potential write-offs by considering factors such as historical experience, credit quality, age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. Although the Company expects to collect net amounts due as stated on the consolidated balance sheets, actual collections may differ from these estimated amounts. |
Inventories | Inventories — Inventories are stated at the lower of cost, using standard cost, approximating average cost, or FIFO method, as applicable, or market value. Inventory is written down for excess inventory, technical obsolescence and the inability to sell based primarily on historical sales and expectations for future use. The Company operates in an industry characterized by technological change. The planning of production and inventory levels is based on internal forecasts of customer demand, which are highly unpredictable and can fluctuate substantially. Should the demand for the Company’s products prove to be significantly less than anticipated, the ultimate realizable value of the Company’s inventory could be substantially less than amounts in the consolidated balance sheets. Once inventory has been written down below cost, it is not subsequently written up. |
Property and Equipment | Property and Equipment — Property and equipment are stated at cost less accumulated depreciation. Depreciation and amortization are computed using the straight-line method over estimated useful lives of three to ten years for furniture, fixture and office equipment, five to seven years for machinery, five years for automobiles and three years for computer software. Leasehold improvements are amortized over the shorter of the lease term or their estimated useful life. |
Intangible and Long-lived Assets | Intangible and Long-lived Assets — The Company evaluates its long-lived assets and amortizable intangible assets in accordance with ASC Topic 360, (“ASC 360”) The Company evaluates its long-lived assets and identifiable amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets or intangibles may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by an asset. If such assets are considered to be impaired (i.e., if the sum of its estimated future undiscounted cash flows used to test for recoverability is less than its carrying value), the impairment loss to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives of the related assets as the straight-line method is considered to align with expected cash flows. Each period the Company evaluates the estimated remaining useful life of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. For intangible assets determined to have an indefinite useful life, no amortization is recognized until the assets´ useful life is determined to be no longer indefinite. As discussed in Note 5, , the Company performed an impairment analysis in the fourth quarter of 2016 and found no indicators of impairment. |
Product Warranty | Product Warranty — The Company accrues the estimated cost of product warranties at the time of sale. The Company’s warranty obligation is affected by actual warranty costs, including material usage or service delivery costs incurred in correcting a product failure. If actual material usage or service delivery costs differ from estimates, revisions to the estimated warranty liability would be required. Historically the warranty accrual and the expense amounts have been immaterial. |
Revenue Recognition | Revenue Recognition — Revenue is recognized when all of the following criteria have been met: • Persuasive evidence of an arrangement exists. The Company generally relies upon sales contracts or agreements, and customer purchase orders to determine the existence of an arrangement. • Delivery has occurred. The Company uses shipping terms and related documents, or written evidence of customer acceptance, when applicable, to verify delivery or performance. • Sales price is fixed or determinable. The Company assesses whether the sales price is fixed or determinable based on the payment terms and whether the sales price is subject to refund or adjustment. • Collectability is reasonably assured. The Company assesses collectability based on creditworthiness of customers as determined by credit checks and customer payment histories. The Company records accounts receivable net of allowance for doubtful accounts, estimated customer returns, and pricing credits. The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC 605-25, Revenue Recognition – Multiple Element Arrangements Software – Revenue Recognition In multiple-element arrangements, some sales arrangement are accounted for under the software provisions of ASC 985-605 and others under the provisions that relate to the sale of non-software products. In multiple-element arrangements that include hardware, bundled with professional services, maintenance contracts, and in some cases with its software products, he Company evaluates each element, delivered and undelivered, in an arrangement to determine whether it represents a separate unit of accounting. In these multiple element arrangements, revenue is allocated among all elements, delivered and undelivered, a vendor-specific objective evidence (“VSOE”), if available, third-party evidence (“TPE”) if VSOE is not available, or estimated selling price (“ESP”) if neither VSOE nor TPE is available. VSOE of selling price is based on the price charged when the element is sold separately. TPE of selling price is established by evaluating largely interchangeable competitor products or services in stand-alone sales to similarly situated customers. The best estimate of selling price is established considering multiple factors, including pricing practices in different geographies and through different sales channels, gross margin objectives, internal costs, competitor pricing strategies and industry technology lifecycles. Some of the Company’s offerings contain a significant element of proprietary technology and provide substantially unique features and functionality; as a result, the comparable pricing of products with similar functionality typically cannot be obtained. Additionally, as the Company is unable to reliably determine what competitors products’ selling prices are on a stand-alone basis, typically the Company is not able to determine TPE for such products. Therefore ESP is used for such products in the selling price hierarchy for allocating the total arrangement consideration. In multiple-element arrangements that include software, the Company accounts for each element under the standards of ASC 985-605 related to software. When software is a delivered element, the Company uses the residual method (ASC 605-25) for determining the amount of revenue to recognize for the delivered software component if VSOE for all of the undelivered elements has been established. In sales arrangements where VSOE of fair value has not been established, revenue for all elements is deferred and amortized over the life of the arrangement. Revenue from professional services contracts is recognized upon completion of services and customer acceptance, if applicable. Professional services include security system integration, system migration and database conversion services. Revenue from maintenance contracts is deferred and recognized ratably over the period of the maintenance contracts. Certain sales arrangements contain hardware, software and professional service elements where professional services are essential to the functionality of the hardware and software system and a test of the functionality of the complete system is required before the customer accepts the system. As a result, hardware, software and professional service elements are accounted for as one unit of accounting and revenue from these arrangements is recognized upon completion of the project. |
Research and Development | Research and Development — Costs to research, design, and develop the Company’s products are expensed as incurred and consist primarily of employee compensation and fees for the development of prototype products. Software development costs are capitalized beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. Generally, the Company’s products are released soon after technological feasibility has been established. As a result, costs subsequent to achieving technological feasibility have not been significant, and all software development costs generally have been expensed as incurred. The Company capitalizes certain costs for its internal-use software incurred during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Internal-use software is amortized on a straight line basis over its estimated useful life, generally three years. The estimated useful life is determined based on management’s judgment on how long the core technology and functionality serves internal needs and the customer base. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. The Company recorded amortization expense related to software development costs, including amounts written-off related to capitalized costs, in the amount of $0.4 million and $0.3 million for the years ended December 31, 2016 and 2015, respectively. |
Freight Costs | Freight Costs — The Company reflects the cost of shipping its products to customers as a cost of revenue. Reimbursements received from customers for freight costs are recognized as product revenue. |
Income Taxes | Income Taxes — The Company accounts for income taxes in accordance with ASC Topic 740, (“ASC 740”), which requires the asset and liability approach for financial accounting and reporting of income taxes. Deferred income taxes reflect the recognition of future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The carrying value of net deferred tax assets reflects that the Company has been unable to generate sufficient taxable income in certain tax jurisdictions. A valuation allowance is provided to reduce the deferred tax asset to an amount that is more likely than not to be realized. The deferred tax assets are still available for the Company to use in the future to offset taxable income, which would result in the recognition of a tax benefit and a reduction in the Company’s effective tax rate. Actual operating results and the underlying amount and category of income in future years could render the Company’s current assumptions, judgments and estimates of the realizability of deferred tax assets inaccurate, which could have a material impact on its financial position or results of operations. The Company accounts for uncertain tax positions in accordance with ASC 740, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. It prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Such changes in recognition or measurement might result in the recognition of a tax benefit or an additional charge to the tax provision in the period. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheet. See Note 8, Income Taxes |
Stock-based Compensation | Stock-based Compensation — The Company accounts for all stock-based payment awards, including employee stock options and restricted stock awards, in accordance with ASC Topic 718, (“ASC 718”). Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award. Compensation expense for all stock-based payment awards is recognized using the straight-line single-option approach. Employee stock options awards are valued under the single-option approach and amortized on a straight-line basis, net of estimated forfeitures. The value of the portion of the stock options award that is ultimately expected-to-vest is recognized as expense over the requisite service periods in the Company’s consolidated statements of operations. See Note 3 for further information regarding the Company’s stock-based compensation assumptions and expenses. The Company has elected to use the Black Scholes option-pricing model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Since the Company has been publicly traded for many years, it utilizes its own historical volatility in valuing its stock option grants. The expected life of an award is based on historical experience, the terms and conditions of the stock awards granted to employees, as well as the potential effect from options that have not been exercised at the time. The assumptions used in calculating the fair value of stock-based payment awards represent management’s estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and the Company uses different assumptions, its stock-based compensation expense could be materially different in the future. In addition, the Company estimates the expected forfeiture rate and recognizes expense only for those awards which are ultimately expected-to-vest shares. If the actual forfeiture rate is materially different from the Company’s estimate, the recorded stock-based compensation expense could be different. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk — No customer accounted for more than 10% of net revenue for the year ended December 31, 2016. One customer accounted for 14% of net revenue for the year ended December 31, 2015. No customer accounted for more than 10% of the Company’s accounts receivable balance at December 31, 2016 or December 31, 2015. The Company does not require collateral or other security to support accounts receivable. To reduce risk, the Company’s management performs ongoing credit evaluations of its customers’ financial condition. The Company maintains allowances for potential credit losses in its consolidated financial statements. |
Net Loss Per Share | Net Loss Per Share — Basic and diluted net loss per share is based upon the weighted average number of common shares outstanding during the period. Diluted net loss per share is based upon the weighted average number of common shares and dilutive-potential common share equivalents outstanding during the period, if applicable. Dilutive-potential common share equivalents are excluded from the computation of net loss per share in the loss periods as their effect would be antidilutive. As the Company has incurred losses from continuing operations during each of the last two fiscal years, shares issuable pursuant to equity awards are excluded from the computation of diluted net loss per share in the accompanying consolidated statements of operations as their effect is anti-dilutive. |
Comprehensive Loss | Comprehensive Loss — Comprehensive loss for the years ended December 31, 2016 and 2015 has been disclosed within the consolidated statements of comprehensive loss. Other accumulated comprehensive loss includes net foreign currency translation adjustments which are excluded from consolidated net loss. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions — The functional currencies of the Company’s foreign subsidiaries are the local currencies, except for the Singapore subsidiary, which uses the U.S. dollar as its functional currency. For those subsidiaries whose functional currency is the local currency, the Company translates assets and liabilities to U.S. dollars using period-end exchange rates and translates revenues and expenses using average exchange rates during the period. Exchange gains and losses arising from translation of foreign entity financial statements are included as a component of other comprehensive loss and gains and losses from transactions denominated in currencies other than the functional currencies of the Company are included in the Company’s consolidated statements of operations. The Company recognized currency gains of less than $0.1 million in 2016 and currency losses of $1.2 million in 2015. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-09, Compensation – Stock Compensation , which provides In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2015. The Company adopted this guidance as of January 1, 2016. The new guidance has been applied on a retrospective basis, wherein the consolidated balance sheet of December 31, 2015 has been retrospectively adjusted to reflect the effects of applying the new guidance. As a result of the change to the December 31, 2015 consolidated balance sheet, deferred debt issuance costs included in other assets and long-term financial liabilities decreased by $0.4 million. After the retrospective application to the balance sheet at December 31, 2015, subsequent amortization of the deferred debt issuance costs results in an increase to long-term debt. In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern . In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers In August 2015, the FASB issued ASU 2015-14, Revenue From Contracts With Customers (Topic 606) (“ASU 2015-14”), which defers the effective date of ASU 2014-09 by one year to annual periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The new guidance is effective for the Company beginning January 1, 2018. The Company is currently evaluating the method and impact that ASU 2014-09 will have on its consolidated financial statements |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Statement Of Financial Position [Abstract] | |
Summary of Earn-Out Liability | Fair Value Measurements (Level 3) (in thousands) Earn-out Liability Balance at December 31, 2014 $ 3,510 Remeasurement of obligation — Issuance of shares to settle earn-out obligation (3,510 ) Balance at December 31, 2015 $ — Remeasurement of obligation — Balance at December 31, 2016 $ — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Summary of Outstanding Warrants Issued by Company | Below is a summary of outstanding warrants issued by the Company as of December 31, 2016: Warrant Type Number of Shares Issuable Upon Exercise Weighted Average Exercise Price Issue Date Expiration Date Consultant Warrant 85,000 $ 10.70 August 13, 2014 August 13, 2019 Opus Warrant 200,000 2.19 March 31, 2014 March 31, 2019 New Opus Warrant #1 100,000 2.22 September 30, 2016 September 30, 2021 New Opus Warrant #2 100,000 3.61 December 31, 2016 December 31, 2021 2013 Private Placement Warrants 186,878 10.00 August 14, 2013 August 14, 2017 Total 671,878 |
Summary of Activity under Stock-Based Compensation Plans | A summary of activity for the Company’s stock option plans for the year ended December 31, 2016 follows: Number Outstanding Average Exercise Price per Share Weighted Average Remaining Contractual Term (Years) Average Intrinsic Value Balance at December 31, 2015 781,804 $ 11.48 $ — Granted 444,460 4.36 Cancelled or Expired (393,323 ) 12.15 Exercised — — Balance at December 31, 2016 832,941 $ 7.11 8.23 $ — Vested or expected to vest at December 31, 2016 801,667 $ 7.18 8.19 $ — Exercisable at December 31, 2016 429,816 $ 8.58 7.58 $ — |
Summary Information about Options Outstanding | The following table summarizes information about options outstanding as of December 31, 2016: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $4.36 - $7.20 530,810 9.00 $ 4.55 207,619 $ 4.78 $7.50 - $11.30 254,471 7.25 9.80 174,537 9.67 $12.00 - $19.70 27,390 6.29 13.66 27,390 13.66 $21.70 - $33.90 17,541 3.23 29.30 17,541 29.30 $34.40 - $43.40 2,729 0.22 43.40 2,729 43.40 $4.36 - $43.40 832,941 8.23 $ 7.11 429,816 $ 8.58 |
Weighted-average Assumptions Used in Estimating Fair Value of Option Grants by Using Black-Scholes Model | The fair value of option grants was estimated using the Black-Scholes model with the following weighted-average assumptions for the years ended December 31, 2016: 2016 2015 Risk-free interest rate 1.25% N/A Expected volatility 78.40% N/A Expected term in years 4.77 N/A Dividend yield 0.00% N/A At December 31, 2016, there was $1.4 million of unrecognized stock-based compensation expense, net of estimated forfeitures related to unvested options, that is expected to be recognized over a weighted-average period of 2.1 years. |
Summary of Restricted Stock and Restricted Stock Unit (RSU) Activity | The following is a summary of restricted stock and restricted stock unit (“RSU”) activity for the year ended December 31, 2016: Number Outstanding Weighted Average Fair Value Balance at December 31, 2015 721,918 $ 13.32 Granted 2,252,732 2.19 Vested (736,922 ) 6.56 Forfeited (264,269 ) 14.64 Balance at December 31, 2016 1,973,459 $ 2.80 |
Stock-Based Compensation Expense Related to Stock Options and RSUs | The following table illustrates all stock-based compensation expense related to stock options and RSUs included in the consolidated statements of operations for the years ended December 31, 2016 and 2015 (in thousands): Year Ended December 31, 2016 2015 Cost of revenue $ 76 $ 85 Research and development 352 324 Selling and marketing 632 1,085 General and administrative 1,782 3,022 Total $ 2,842 $ 4,516 |
Schedule of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance as of December 31, 2016 was as follows: Exercise of outstanding stock options and vesting of RSUs 2,806,215 ESPP 293,888 Shares of common stock available for grant under the 2011 Plan 330,979 Noncontrolling interest in Bluehill AG 10,355 Warrants to purchase common stock 671,878 Total 4,113,315 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Statement Of Financial Position [Abstract] | |
Inventories | The Company’s inventories are stated at the lower of cost or market. Inventories consist of (in thousands): December 31, 2016 2015 Raw materials $ 3,346 $ 5,033 Work-in-progress 285 12 Finished goods 7,965 9,681 Total $ 11,596 $ 14,726 |
Property and Equipment, Net | Property and equipment, net consists of (in thousands): December 31, 2016 2015 Building and leasehold improvements $ 1,884 $ 2,670 Furniture, fixtures and office equipment 2,002 2,242 Plant and machinery 8,848 8,858 Purchased software 1,717 2,510 Total 14,451 16,280 Accumulated depreciation (12,035 ) (12,062 ) Property and equipment, net $ 2,416 $ 4,218 |
Other Accrued Expenses and Liabilities | Other accrued expenses and liabilities consist of (in thousands): December 31, 2016 2015 Accrued restructuring $ 237 $ 633 Accrued professional fees 2,371 1,731 Income taxes payable 334 282 Other accrued expenses 2,090 3,189 Total $ 5,032 $ 5,835 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill by Segment and Changes in Carrying Amount of Goodwill | The following table presents goodwill by reporting unit, which is the same as operating segment, for the years ended December 31, 2016 and 2015 (in thousands): PACS Credentials Identity All Other Total Balance at December 31, 2014 $ 7,783 $ — $ 1,070 $ — $ 8,853 Goodwill impairment (7,783 ) — (988 ) — (8,771 ) Currency translation adjustment — — (82 ) — (82 ) Balance at December 31, 2015 $ — $ — $ — $ — $ — Goodwill impairment — — — — — Currency translation adjustment — — — — — Balance at December 31, 2016 $ — $ — $ — $ — $ — |
Summary of Gross Carrying Amount and Accumulated Amortization for Intangible Assets Resulting from Acquisitions | The following table summarizes the gross carrying amount and accumulated amortization for intangible assets resulting from acquisitions (in thousands): Existing Customer Technology Relationship Total Amortization period (in years) 11.75 4.0 – 11.75 Gross carrying amount at December 31, 2015 $ 4,600 $ 10,639 $ 15,239 Accumulated amortization (2,361 ) (5,603 ) (7,964 ) Intangible Assets, net at December 31, 2015 $ 2,239 $ 5,036 $ 7,275 Gross carrying amount at December 31, 2016 $ 4,600 $ 10,639 $ 15,239 Accumulated amortization (2,809 ) (6,610 ) (9,419 ) Intangible Assets, net at December 31, 2016 $ 1,791 $ 4,029 $ 5,820 |
Amortization Expense Included in Consolidated Statements of Operations | The following table illustrates the amortization expense included in the consolidated statements of operations for the years ended December 31, 2016 and 2015 (in thousands): Year Ended December 31, 2016 2015 Cost of revenue $ 448 $ 448 Selling and marketing 1,007 1,007 Total $ 1,455 $ 1,455 |
Estimated Future Amortization Expense of Purchased Intangible Assets with Definite Lives | The estimated annual future amortization expense for purchased intangible assets with definite lives over the next five years is as follows (in thousands): 2017 $ 1,455 2018 1,455 2019 1,455 2020 1,455 Thereafter — Total $ 5,820 |
Long-Term Payment Obligation (T
Long-Term Payment Obligation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Payment Obligations To Former Related Party Liability | The ongoing payment obligation in connection with the Hirsch acquisition as of December 31, 2016 is as follows (in thousands): 2017 $ 1,200 2018 1,248 2019 1,298 2020 1,444 2021 372 Present value discount factor (789 ) Total $ 4,773 |
Financial Liabilities (Tables)
Financial Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Financial Liabilities | Financial liabilities consist of (in thousands): December 31, 2016 2015 Secured term loan $ 10,000 $ 10,000 Bank revolving loan facility 8,300 8,300 Total before discount and debt issuance costs 18,300 18,300 Less: Current portion of financial liabilities (8,300 ) — Less: Long-term portion of unamortized discount and debt issuance costs (221 ) (644 ) Long-term financial liabilities $ 9,779 $ 17,656 |
Company's Financial Obligations | The following table summarizes the timing of repayment obligations for the Company’s financial liabilities for the next five years under the terms of the Amended Credit Agreement as of December 31, 2016 (in thousands): 2017 2018 2019 2020 Total Bank term loan and revolving loan facility $ 8,300 $ 10,000 $ — $ — $ 18,300 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Loss before Income Taxes for Domestic and Non-U.S. Continuing Operations | Loss before income taxes for domestic and non-U.S. continuing operations is as follows: (In thousands) 2016 2015 Loss from continuing operations before income taxes and noncontrolling interest: U.S. $ (13,284 ) $ (43,518 ) Foreign (287 ) 4,520 Loss from continuing operations before income taxes and noncontrolling interest $ (13,571 ) $ (38,998 ) |
Benefit (Provision) for Income Taxes | The benefit (provision) for income taxes consisted of the following: December 31, (In thousands) 2016 2015 Deferred: Federal $ — $ — State — — Foreign — — $ — $ — Current Federal $ — $ — State (25 ) (16 ) Foreign (107 ) (206 ) Total current (132 ) (222 ) Total provision for income taxes $ (132 ) $ (222 ) |
Significant Items Making up Deferred Tax Assets and Liabilities | Significant items making up deferred tax assets and liabilities are as follows: December 31, (In thousands) 2016 2015 Deferred tax assets: Allowances not currently deductible for tax purposes $ 2,844 $ 3,481 Net operating loss carryforwards 64,741 62,779 Accrued and other 7,149 8,781 74,734 75,041 Less valuation allowance (71,023 ) (70,478 ) 3,711 4,563 Deferred tax liability: Depreciation and amortization (2,220 ) (2,774 ) Other (1,491 ) (1,789 ) (3,711 ) (4,563 ) Net deferred tax liability $ — $ — |
Reconciliation of Statutory Federal Income Tax Rate to Effective Income Tax Rate | The (benefit) provision for income taxes reconciles to the amount computed by applying the statutory federal tax rate to the loss before income taxes from continuing operation is as follows: December 31, (In thousands) 2016 2015 Income tax expense (benefit) at statutory federal tax rate of 34% $ (4,711 ) $ (13,247 ) State taxes, net of federal benefit 17 11 Foreign taxes benefits provided for at rates other than U.S statutory rate 424 (1,349 ) Change in valuation allowance 4,064 11,728 Goodwill impairment — 2,646 Permanent differences — 731 Other 338 (298 ) Total provision for income taxes 132 222 |
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits with an impact on the Company’s consolidated balance sheets or results of operations is as follows: (In thousands) 2016 2015 Balance at January 1 $ 3,223 $ 2,886 Additions based on tax positions related to the current year 1 352 Additions for tax positions of prior years — — Reductions in prior year tax positions (350 ) — Reductions in prior year tax positions due to completion of audit — — Other reductions in prior year tax positions — (15 ) Balance at December 31 $ 2,874 $ 3,223 |
Segment Reporting and Geograp30
Segment Reporting and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Information Regarding Net Revenue and Gross Profit by Segment | Net revenue and gross profit information by segment for the years ended December 31, 2016 and 2015 are as follows (in thousands): Year Ended December 31, 2016 2015 PACS: Net revenue $ 24,696 $ 19,963 Gross profit 14,034 11,522 Gross profit margin 57 % 58 % Identity: Net revenue 12,902 11,950 Gross profit 5,015 5,040 Gross profit margin 39 % 42 % Credentials: Net revenue 17,992 27,336 Gross profit 4,427 5,613 Gross profit margin 25 % 21 % All Other: Net revenue 578 1,545 Gross profit 253 974 Gross profit margin 44 % 63 % Total: Net revenue 56,168 60,794 Gross profit 23,729 23,149 Gross profit margin 42 % 38 % Operating expenses: Research and development 6,520 9,151 Selling and marketing 14,032 20,236 General and administrative 11,309 19,604 Impairment of goodwill — 8,771 Restructuring and severance 3,088 1,266 Total operating expenses: 34,949 59,028 Loss from operations (11,220 ) (35,879 ) Non-operating income (expense): Interest expense, net (2,378 ) (1,908 ) Foreign currency gains (losses), net 27 (1,211 ) Loss before income taxes and noncontrolling interest $ (13,571 ) $ (38,998 ) |
Information Regarding Net Revenue by Geographic Region | Geographic net revenue is based on the customer’s ship-to location. Information regarding net revenue by geographic region is as follows (in thousands): Year Ended December 31, 2016 2015 Americas $ 38,135 $ 40,848 Europe and the Middle East 8,589 9,472 Asia-Pacific 9,444 10,474 Total $ 56,168 $ 60,794 Revenues: Americas 68 % 67 % Europe and the Middle East 15 % 16 % Asia-Pacific 17 % 17 % Total 100 % 100 % |
Long-Lived Assets by Geographic Location | Long-lived assets by geographic location as of December 31, 2016 and 2015 are as follows (in thousands): December 31, 2016 2015 Property and equipment, net: Americas $ 1,100 $ 2,096 Europe and the Middle East 162 295 Asia-Pacific 1,154 1,827 Total property and equipment, net $ 2,416 $ 4,218 |
Summary of Company's Net Revenues | The Company’s net revenue is represented by the following product categories as of December 31, 2016 and 2015 (in thousands): Year Ended December 31, 2016 2015 Tags and transponders $ 10,890 $ 20,310 Logical and physical access control readers 17,671 17,165 Controller panels 14,908 10,272 Access cards and provisioning 7,106 7,394 Third party access control products 1,645 1,523 Other 3,948 4,130 Total $ 56,168 $ 60,794 |
Restructuring and Severance (Ta
Restructuring and Severance (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring And Related Activities [Abstract] | |
Restructuring and Severance | All unpaid restructuring and severance accruals are included in other accrued expenses and liabilities within current liabilities in the consolidated balance sheets at December 31, 2016 and 2015, respectively. Restructuring and severance activities during the years ended December 31, 2016 and December 31, 2015 were as follows (in thousands): Year Ended December 31, 2016 2015 Balance at beginning of period $ 633 $ 1,377 Restructuring expense incurred for the period 3,088 1,266 Other cost reduction activities for the period — 81 Payments and non-cash item adjustment during the period (3,484 ) (2,091 ) Balance at end of period $ 237 $ 633 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Principal Contractual Obligations Excluding the Financial Liabilities and Long-Term Payment Obligation | The following table summarizes the Company’s principal contractual commitments, excluding the financial liabilities and long-term payment obligation, as of December 31, 2016 (in thousands): Operating Leases Purchase Commitments Other Contractual Commitments Total 2017 $ 1,291 $ 8,554 $ 29 $ 9,874 2018 635 80 — 715 2019 460 — — 460 2020 260 — — 260 2021 2 — — 2 Thereafter — — — — Total $ 2,649 $ 8,634 $ 29 $ 11,311 |
Organization and Summary of S33
Organization and Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($)Customer | Dec. 31, 2015USD ($)Customer | |
Accounting Policies [Line Items] | ||
Amortization expense | $ 1,455 | $ 1,455 |
Concentration Risk, Customer | No customer accounted for more than 10% of net revenue for the year ended December 31, 2016. One customer accounted for 14% of net revenue for the year ended December 31, 2015. No customer accounted for more than 10% of the Company’s accounts receivable balance at December 31, 2016 or December 31, 2015. | |
Number of major customer represented stated percentage of total net revenue | Customer | 0 | 1 |
Number of customers who accounted for more than 10% accounts receivable balance | Customer | 0 | 0 |
Foreign currency translation and transactions gains (losses) | $ (1,200) | |
New Accounting Pronouncement, Early Adoption, Effect | ||
Accounting Policies [Line Items] | ||
Decrease in deferred debt issuance costs | 400 | |
Decrease in long-term financial liabilities | $ 400 | |
Net revenue | Customer Concentration Risk | ||
Accounting Policies [Line Items] | ||
Percentage concentration risk | 10.00% | 14.00% |
Maximum | ||
Accounting Policies [Line Items] | ||
Foreign currency translation and transactions gains (losses) | $ 100 | |
Furniture, Fixtures and Office Equipment | Minimum | ||
Accounting Policies [Line Items] | ||
Property and equipment, estimated useful lives | 3 years | |
Furniture, Fixtures and Office Equipment | Maximum | ||
Accounting Policies [Line Items] | ||
Property and equipment, estimated useful lives | 10 years | |
Plant and Machinery | Minimum | ||
Accounting Policies [Line Items] | ||
Property and equipment, estimated useful lives | 5 years | |
Plant and Machinery | Maximum | ||
Accounting Policies [Line Items] | ||
Property and equipment, estimated useful lives | 7 years | |
Automobiles | ||
Accounting Policies [Line Items] | ||
Property and equipment, estimated useful lives | 5 years | |
Purchased Software | ||
Accounting Policies [Line Items] | ||
Property and equipment, estimated useful lives | 3 years | |
Research and Development | ||
Accounting Policies [Line Items] | ||
Estimated useful life, Internal-use software | 3 years | |
Amortization expense | $ 400 | $ 300 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | |||
Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Asset measured and recognized at fair value on recurring basis | $ 0 | $ 0 | ||
Liability measured and recognized at fair value on non-recurring basis | 0 | 0 | ||
Fair Value, Level 3 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Earn-out liability | 0 | 0 | $ 3,510,000 | |
SPA | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Earn-out liability | $ 3,510,000 | |||
Earn-out Consideration liability settled | $ 3,510,000 | |||
Fair Value, Measurements, Recurring | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Cash equivalent at recurring basis | 0 | 0 | ||
Fair Value Measurements, Non-recurring | Fair Value, Level 3 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Privately-held investments measured at fair value | $ 300,000 | $ 300,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Earn-Out Liability (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Issuance of shares to settle earn-out obligation | $ (3,510) | |
Fair Value, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Balance at December 31, 2014 | $ 0 | 3,510 |
Remeasurement of obligation | 0 | 0 |
Issuance of shares to settle earn-out obligation | (3,510) | |
Balance at December 31, 2015 | $ 0 | $ 0 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | May 12, 2016 | Oct. 09, 2014 | Aug. 14, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2015 | Sep. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2014 | Aug. 15, 2013 | Jun. 06, 2011 | Jun. 30, 2010 |
Stockholders Equity [Line Items] | ||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, outstanding | 0 | 0 | 0 | |||||||||
Number of warrants not exercised | 671,878 | |||||||||||
Common stock reserved for future issuance | 4,113,315 | |||||||||||
Stock options, outstanding number | 832,941 | 781,804 | 781,804 | |||||||||
Exercise share warrant | 0 | 5,180 | ||||||||||
Unrecognized compensation expense | $ 1,400,000 | |||||||||||
Unrecognized stock-based compensation expense, weighted average period of recognition | 2 years 1 month 6 days | |||||||||||
Shares excluded from calculation of diluted net loss per share | 3,488,448 | 2,255,124 | ||||||||||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | $ 2,100,000 | $ 2,200,000 | $ 2,200,000 | |||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 400,000 | |||||||||||
Repurchase of common stock, period | 1 year | |||||||||||
Repurchase program expiration date | Oct. 9, 2015 | |||||||||||
Repurchase of common stock, value | $ 221,000 | $ 1,915,000 | ||||||||||
Stock Repurchase Program | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Repurchase of common stock (in shares) | 358,502 | |||||||||||
Repurchase of common stock, value | $ 1,800,000 | |||||||||||
Employee Stock Option | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Weighted-average grant date fair value per option for options granted | $ 4.36 | $ 0 | ||||||||||
Stock Options One | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Percentage of stock options vesting | 25.00% | |||||||||||
Stock options vesting period | 4 years | |||||||||||
Stock Options Two | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Percentage of stock options vesting | 25.00% | |||||||||||
Stock options vesting period | 1 year | |||||||||||
Stock Options Five | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Percentage of stock options vesting | 100.00% | |||||||||||
Stock Options Three | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Percentage of stock options vesting | 100.00% | |||||||||||
Stock options vesting period | 1 year | |||||||||||
Stock Options Four | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Stock options vesting period | 4 years | |||||||||||
Stock Option Plan 1997 | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Stock options, outstanding number | 7,379 | |||||||||||
Stock Option Plan 2000 | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Stock options, outstanding number | 0 | |||||||||||
Stock Option Plan 2007 | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Stock options, outstanding number | 6,741 | |||||||||||
Stock Option Plan 2011 | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Stock options, outstanding number | 818,821 | |||||||||||
Restricted Stock Units (RSUs) | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Unrecognized compensation expense | $ 2,600,000 | |||||||||||
Unrecognized stock-based compensation expense, weighted average period of recognition | 3 years 1 month 6 days | |||||||||||
Repurchase of common stock (in shares) | 109,192 | |||||||||||
2010 Plan | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Common stock reserved for future issuance | 300,000 | |||||||||||
2011 Plan | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Common stock reserved for future issuance | 400,000 | |||||||||||
Number of shares available for grant | 859,956 | |||||||||||
Increase in shares of common stock authorized for issuance | 2,000,000 | 1,000,000 | ||||||||||
2011 Plan | Restricted Stock Units (RSUs) | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Aggregate restricted stock units outstanding | 1,973,459 | |||||||||||
2007 Plan and 2010 Plan | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Number of shares available for grant | 459,956 | |||||||||||
Private Placement | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Warrants issued to purchase common stock | 747,969 | |||||||||||
Warrant exercise price | $ 10 | |||||||||||
Issuance of common stock in connection with common stock offerings (in shares) | 834,847 | |||||||||||
Shares issued, price per share | $ 8.50 | |||||||||||
Warrant term | 4 years | |||||||||||
Private Placement Agent | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Warrant exercise price | $ 10 | |||||||||||
Opus Bank | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Warrant exercise price | $ 9.90 | |||||||||||
Consultant Warrant | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Warrant exercise price | $ 10.70 | |||||||||||
Warrants expiration date | Aug. 13, 2019 | |||||||||||
Warrants exercised | 0 | |||||||||||
Number of warrants not exercised | 85,000 | |||||||||||
Opus Warrant | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Warrant exercise price | $ 2.19 | |||||||||||
Warrants expiration date | Mar. 31, 2019 | |||||||||||
Number of warrants not exercised | 200,000 | |||||||||||
Opus Warrant | Opus Bank | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Warrants issued to purchase common stock | 100,000 | |||||||||||
Warrant exercise price | $ 2.19 | $ 9.90 | ||||||||||
Warrants expiration date | Mar. 31, 2019 | |||||||||||
Warrants exercised | 0 | |||||||||||
Terms of new warrants issues | The terms of any new warrants issued will be identical to those of the existing warrant, except that each new warrant issued will be exercisable for 100,000 shares and have an exercise price equal to the average closing price of the Company’s common stock for the five trading days ending on the last day of the quarter with respect to which the new warrant is issued. In addition, the existing registration rights agreement was amended to include the new warrants and change the circumstances under which the Company must register shares underlying the warrants issued to Opus (the “Amended Rights Agreement”). | |||||||||||
New Opus Warrant 1 | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Warrant exercise price | $ 2.22 | $ 2.22 | ||||||||||
Warrants expiration date | Sep. 30, 2021 | |||||||||||
Number of warrants not exercised | 100,000 | |||||||||||
New Opus Warrant 2 | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Warrant exercise price | $ 3.61 | |||||||||||
Warrants expiration date | Dec. 31, 2021 | |||||||||||
Number of warrants not exercised | 100,000 | |||||||||||
2013 Private Placement Warrants | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Warrant exercise price | $ 10 | |||||||||||
Warrants expiration date | Aug. 14, 2017 | |||||||||||
Number of warrants not exercised | 186,878 | |||||||||||
Maximum | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Repurchase of common stock, authorized amount | $ 5,000,000 | |||||||||||
Maximum | Employee Stock Option | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Stock options plans expiration period | 10 years | |||||||||||
Minimum | Employee Stock Option | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Stock options plans expiration period | 7 years | |||||||||||
Common Stock | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Repurchase of common stock (in shares) | 109,000 | 374,000 | ||||||||||
Common Stock | Private Placement | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Warrants issued to purchase common stock | 834,847 | |||||||||||
Common Stock | Private Placement Agent | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Number of additional common stock to be purchased by the warrant | 100,000 | |||||||||||
Common Stock | Opus Warrant | Opus Bank | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Warrants issued to purchase common stock | 200,000 | |||||||||||
Number of additional common stock to be purchased by the warrant | 100,000 | |||||||||||
Common Stock | New Opus Warrant 1 | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Warrants issued to purchase common stock | 100,000 | |||||||||||
Common Stock | New Opus Warrant 2 | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Warrants issued to purchase common stock | 100,000 | |||||||||||
Common Stock | Maximum | Opus Bank | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Warrants issued to purchase common stock | 100,000 | |||||||||||
Common Stock | Maximum | Consultant Warrant | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Warrants issued to purchase common stock | 85,000 | |||||||||||
Common Stock | Maximum | Opus Warrant | Opus Bank | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Warrants issued to purchase common stock | 100,000 | |||||||||||
Series A Participating Preferred Stock | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Preferred stock, shares authorized | 40,000 | |||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, outstanding | 0 | 0 | 0 |
Summary of Outstanding Warrants
Summary of Outstanding Warrants Issued by Company (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Sep. 30, 2016 | |
Class Of Warrant Or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise | 671,878 | |
Consultant Warrant | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise | 85,000 | |
Weighted Average Exercise Price | $ 10.70 | |
Issue Date | Aug. 13, 2014 | |
Expiration Date | Aug. 13, 2019 | |
Opus Warrant | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise | 200,000 | |
Weighted Average Exercise Price | $ 2.19 | |
Issue Date | Mar. 31, 2014 | |
Expiration Date | Mar. 31, 2019 | |
New Opus Warrant 1 | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise | 100,000 | |
Weighted Average Exercise Price | $ 2.22 | $ 2.22 |
Issue Date | Sep. 30, 2016 | |
Expiration Date | Sep. 30, 2021 | |
2013 Private Placement Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise | 186,878 | |
Weighted Average Exercise Price | $ 10 | |
Issue Date | Aug. 14, 2013 | |
Expiration Date | Aug. 14, 2017 | |
New Opus Warrant 2 | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise | 100,000 | |
Weighted Average Exercise Price | $ 3.61 | |
Issue Date | Dec. 31, 2016 | |
Expiration Date | Dec. 31, 2021 |
Summary of Activity under Stock
Summary of Activity under Stock-Based Compensation Plans (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stock Options Number Outstanding | ||
Beginning Balance | 781,804 | |
Granted | 444,460 | |
Cancelled or Expired | (393,323) | |
Exercised | 0 | (5,180) |
Ending Balance | 832,941 | 781,804 |
Vested or expected to vest at December 31, 2016 | 801,667 | |
Exercisable at December 31, 2016 | 429,816 | |
Stock Options Average Exercise Price per share | ||
Beginning Balance | $ 11.48 | |
Granted | 4.36 | |
Cancelled or Expired | 12.15 | |
Ending Balance | 7.11 | $ 11.48 |
Vested or expected to vest at December 31, 2016 | 7.18 | |
Exercisable at December 31, 2016 | $ 8.58 | |
Stock Options Remaining Contractual Life (in years) | ||
Remaining Contractual Life | 8 years 2 months 23 days | |
Vested or expected to vest at December 31, 2016 | 8 years 2 months 9 days | |
Exercisable at December 31, 2016 | 7 years 6 months 29 days |
Summary Information about Optio
Summary Information about Options Outstanding (Detail) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices, lower limit | $ 4.36 |
Range of Exercise Prices, upper limit | $ 43.40 |
Options Number Outstanding | shares | 832,941 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 8 years 2 months 23 days |
Options Outstanding Weighted Average Exercise Price | $ 7.11 |
Options Number Exercisable | shares | 429,816 |
Options Exercisable Weighted Average Exercise Price | $ 8.58 |
$4.36 - $7.20 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices, lower limit | 4.36 |
Range of Exercise Prices, upper limit | $ 7.20 |
Options Number Outstanding | shares | 530,810 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 9 years |
Options Outstanding Weighted Average Exercise Price | $ 4.55 |
Options Number Exercisable | shares | 207,619 |
Options Exercisable Weighted Average Exercise Price | $ 4.78 |
$7.50 - $11.30 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices, lower limit | 7.50 |
Range of Exercise Prices, upper limit | $ 11.30 |
Options Number Outstanding | shares | 254,471 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 7 years 3 months |
Options Outstanding Weighted Average Exercise Price | $ 9.80 |
Options Number Exercisable | shares | 174,537 |
Options Exercisable Weighted Average Exercise Price | $ 9.67 |
$12.00 - $19.70 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices, lower limit | 12 |
Range of Exercise Prices, upper limit | $ 19.70 |
Options Number Outstanding | shares | 27,390 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 6 years 3 months 15 days |
Options Outstanding Weighted Average Exercise Price | $ 13.66 |
Options Number Exercisable | shares | 27,390 |
Options Exercisable Weighted Average Exercise Price | $ 13.66 |
$21.70 - $33.90 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices, lower limit | 21.70 |
Range of Exercise Prices, upper limit | $ 33.90 |
Options Number Outstanding | shares | 17,541 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 3 years 2 months 23 days |
Options Outstanding Weighted Average Exercise Price | $ 29.30 |
Options Number Exercisable | shares | 17,541 |
Options Exercisable Weighted Average Exercise Price | $ 29.30 |
$34.40 - $43.40 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices, lower limit | 34.40 |
Range of Exercise Prices, upper limit | $ 43.40 |
Options Number Outstanding | shares | 2,729 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 2 months 19 days |
Options Outstanding Weighted Average Exercise Price | $ 43.40 |
Options Number Exercisable | shares | 2,729 |
Options Exercisable Weighted Average Exercise Price | $ 43.40 |
Weighted-Average Assumptions Us
Weighted-Average Assumptions Used in Estimating Fair Value of Option Grants by Using Black-Scholes Model (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Risk-free interest rate | 1.25% |
Expected volatility | 78.40% |
Expected term in years | 4 years 9 months 7 days |
Dividend yield | 0.00% |
Summary of Restricted Stock and
Summary of Restricted Stock and Restricted Stock Unit (RSU) Activity (Detail) - Restricted Stock and Restricted Stock Units | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Beginning Balance, Number Outstanding | shares | 721,918 |
Granted, Number Outstanding | shares | 2,252,732 |
Vested, Number Outstanding | shares | (736,922) |
Forfeited, Number Outstanding | shares | (264,269) |
Ending Balance, Number Outstanding | shares | 1,973,459 |
Beginning Balance, Weighted Average Fair Value | $ / shares | $ 13.32 |
Granted, Weighted Average Fair Value | $ / shares | 2.19 |
Vested, Weighted Average Fair Value | $ / shares | 6.56 |
Forfeited, Weighted Average Fair Value | $ / shares | 14.64 |
Ending Balance, Weighted Average Fair Value | $ / shares | $ 2.80 |
Stock-Based Compensation Expens
Stock-Based Compensation Expense Related to Stock Options and RSUs (Detail) - Stock Options and Restricted Stock Units - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | $ 2,842 | $ 4,516 |
Cost of revenue | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | 76 | 85 |
Research and Development Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | 352 | 324 |
Selling and Marketing Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | 632 | 1,085 |
General and Administrative Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | $ 1,782 | $ 3,022 |
Summary of Common Stock Reserve
Summary of Common Stock Reserved for Future Issuance (Detail) | Dec. 31, 2016shares |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Common stock reserved for future issuance | 4,113,315 |
Warrants to Purchase Common Stock | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Common stock reserved for future issuance | 671,878 |
Exercise of Outstanding Stock Options and Vesting of RSUs | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Common stock reserved for future issuance | 2,806,215 |
Noncontrolling Interest in Bluehill AG | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Common stock reserved for future issuance | 10,355 |
Shares of Common Stock Available for Grant Under the 2011 Plan | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Common stock reserved for future issuance | 330,979 |
ESPP | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Common stock reserved for future issuance | 293,888 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 3,346 | $ 5,033 |
Work-in-progress | 285 | 12 |
Finished goods | 7,965 | 9,681 |
Total | $ 11,596 | $ 14,726 |
Property and Equipment, Net (De
Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 14,451 | $ 16,280 |
Accumulated depreciation | (12,035) | (12,062) |
Property and equipment, net | 2,416 | 4,218 |
Building and Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,884 | 2,670 |
Furniture, Fixtures and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,002 | 2,242 |
Plant and Machinery | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 8,848 | 8,858 |
Purchased Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1,717 | $ 2,510 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 1.7 | $ 1.6 |
Other Accrued Expenses and Liab
Other Accrued Expenses and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities And Other Liabilities Current [Abstract] | ||
Accrued restructuring | $ 237 | $ 633 |
Accrued professional fees | 2,371 | 1,731 |
Income taxes payable | 334 | 282 |
Other accrued expenses | 2,090 | 3,189 |
Total | $ 5,032 | $ 5,835 |
Goodwill by Segment and Changes
Goodwill by Segment and Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Goodwill [Line Items] | |
Beginning Balance | $ 8,853 |
Goodwill impairment | (8,771) |
Currency translation adjustment | (82) |
PACS | |
Goodwill [Line Items] | |
Beginning Balance | 7,783 |
Goodwill impairment | (7,783) |
Identity | |
Goodwill [Line Items] | |
Beginning Balance | 1,070 |
Goodwill impairment | (988) |
Currency translation adjustment | $ (82) |
Goodwill and Intangible Asset49
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2015 | Feb. 29, 2016 | Oct. 01, 2015 | |
Goodwill And Intangible Assets Disclosure [Line Items] | |||||
Impairment of goodwill | $ 8,771 | ||||
Stock price | $ 1.99 | $ 1.99 | $ 1.56 | $ 3.64 | |
Identity | |||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||
Impairment of goodwill | $ 1,000 | ||||
PACS | |||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||
Impairment of goodwill | $ 7,800 |
Summary of Gross Carrying Amoun
Summary of Gross Carrying Amount and Accumulated Amortization for Intangible Assets Resulting from Acquisitions (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 15,239 | $ 15,239 |
Accumulated amortization | (9,419) | (7,964) |
Intangible Assets, net | $ 5,820 | 7,275 |
Existing Technology | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization period (in years) | 11 years 9 months | |
Gross carrying amount | $ 4,600 | 4,600 |
Accumulated amortization | (2,809) | (2,361) |
Intangible Assets, net | 1,791 | 2,239 |
Customer Relationship | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 10,639 | 10,639 |
Accumulated amortization | (6,610) | (5,603) |
Intangible Assets, net | $ 4,029 | $ 5,036 |
Customer Relationship | Minimum | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization period (in years) | 4 years | |
Customer Relationship | Maximum | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization period (in years) | 11 years 9 months |
Amortization Expense Included i
Amortization Expense Included in Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 1,455 | $ 1,455 |
Cost of revenue | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense | 448 | 448 |
Selling and Marketing Expense | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 1,007 | $ 1,007 |
Estimated Future Amortization E
Estimated Future Amortization Expense of Purchased Intangible Assets with Definite Lives (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 1,455 | |
2,018 | 1,455 | |
2,019 | 1,455 | |
2,020 | 1,455 | |
Intangible Assets, net | $ 5,820 | $ 7,275 |
Long-Term Payment Obligation -
Long-Term Payment Obligation - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2012 | |
Related Party Transaction [Line Items] | |||
Interest accreted on long-term payment obligation | $ 0.4 | $ 0.5 | |
Secure Keyboards Ltd | |||
Related Party Transaction [Line Items] | |||
Percentage of ownership by a related party following acquisition | 24.50% | 30.00% | |
Secure Networks Ltd | |||
Related Party Transaction [Line Items] | |||
Percentage of ownership by a related party following acquisition | 9.00% | ||
Settlement Agreement | Maximum | |||
Related Party Transaction [Line Items] | |||
Installment payment, contractual payment year | 2,020 |
Payment Obligation in Connectio
Payment Obligation in Connection with Hirsch Acquisition (Detail) - Hirsch Electronics $ in Thousands | Dec. 31, 2016USD ($) |
Related Party Transaction [Line Items] | |
2,017 | $ 1,200 |
2,018 | 1,248 |
2,019 | 1,298 |
2,020 | 1,444 |
2,021 | 372 |
Present value discount factor | (789) |
Total | $ 4,773 |
Summary of Financial Liabilitie
Summary of Financial Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total before discount and debt issuance costs | $ 18,300 | $ 18,300 |
Less: Current portion of financial liabilities | (8,300) | |
Less: Long-term portion of unamortized discount and debt issuance costs | (221) | (644) |
Long-term financial liabilities | 9,779 | 17,656 |
Secured Term Loan | ||
Debt Instrument [Line Items] | ||
Total before discount and debt issuance costs | 10,000 | 10,000 |
Bank Revolving Loan Facility | ||
Debt Instrument [Line Items] | ||
Total before discount and debt issuance costs | $ 8,300 | $ 8,300 |
Financial Liabilities - Additio
Financial Liabilities - Additional Information (Detail) - USD ($) | Dec. 31, 2016 | Sep. 30, 2016 | Mar. 31, 2016 | Dec. 04, 2015 | Nov. 10, 2014 | Mar. 31, 2014 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||||||
Borrowing capacity under credit facility | $ 10,000,000 | ||||||
Revolving credit agreement amendment date | Nov. 10, 2014 | ||||||
Revolving credit agreement date | Mar. 31, 2014 | ||||||
New Opus Warrant 1 | |||||||
Debt Instrument [Line Items] | |||||||
Warrant exercise price | $ 2.22 | $ 2.22 | $ 2.22 | ||||
New Opus Warrant 2 | |||||||
Debt Instrument [Line Items] | |||||||
Warrant exercise price | $ 3.61 | $ 3.61 | |||||
Amended Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Amount borrowed under term loan | $ 18,300,000 | $ 18,300,000 | |||||
Borrowing capacity under credit facility | $ 30,000,000 | ||||||
Debt instrument, payment terms | monthly | ||||||
Revolving credit facility interest rate term | Under the terms of the Amended Credit Agreement, both the principal amount of the Term Loan and the principal amount outstanding under the Revolving Loan Facility bear interest at a floating rate equal to: (a) if the Company holds more than $30.0 million in cash with Opus, the greater of (i) the prime rate plus 1.50% and (ii) 4.75%; (b) if the Company holds $30.0 million or less but more than $20.0 million in cash with Opus, the greater of (i) the prime rate plus 2.25% and (ii) 5.50%; or (c) if the Company holds $20.0 million or less in cash with Opus, the greater of (i) the prime rate plus 2.75% and (ii) 6.00%. Interest on both facilities continues to be payable monthly. | ||||||
Prime Rate | Scenario One | Amended Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Percentage points added to base rate | 1.50% | ||||||
Prime Rate | Scenario Two | Amended Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Percentage points added to base rate | 2.25% | ||||||
Prime Rate | Scenario Three | Amended Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Percentage points added to base rate | 2.75% | ||||||
Maximum | Scenario Two | Amended Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Cash held with opus | $ 30,000,000 | ||||||
Maximum | Scenario Three | Amended Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Cash held with opus | 20,000,000 | ||||||
Minimum | Scenario One | Amended Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Cash held with opus | $ 30,000,000 | ||||||
Debt instrument, interest rate | 4.75% | ||||||
Minimum | Scenario Two | Amended Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Cash held with opus | $ 20,000,000 | ||||||
Debt instrument, interest rate | 5.50% | ||||||
Minimum | Scenario Three | Amended Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate | 6.00% | ||||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility maturity date | Feb. 8, 2018 | ||||||
Revolving Credit Facility | Amended Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility maturity date | Nov. 10, 2017 | ||||||
Revolving Credit Facility | Prime Rate | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility maturity date | Feb. 8, 2019 | ||||||
Bank Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Term loan maturity date | Mar. 31, 2017 | ||||||
Common Stock | New Opus Warrant 1 | |||||||
Debt Instrument [Line Items] | |||||||
Warrants issued to purchase common stock | 100,000 | ||||||
Common Stock | New Opus Warrant 2 | |||||||
Debt Instrument [Line Items] | |||||||
Warrants issued to purchase common stock | 100,000 | 100,000 | |||||
Opus Bank | |||||||
Debt Instrument [Line Items] | |||||||
Amount borrowed under term loan | 10,000,000 | ||||||
Borrowing capacity under credit facility | $ 10,000,000 | ||||||
Warrant exercise price | $ 9.90 | ||||||
Common stock warrants fair value | $ 800,000 | ||||||
Revolving credit agreement amendment date | Dec. 4, 2015 | ||||||
Credit agreement, financial covenant description | consolidated tangible net worth, plus amounts payable to Secure Keyboards (see Note 6), to be less than $8,000,000 plus, 50% of any proceeds from debt or equity issued after December 1, 2015. | ||||||
Percentage of Cash Proceeds from Equity or Subordinated Debt | 50.00% | ||||||
Opus Bank | Third Amendment | |||||||
Debt Instrument [Line Items] | |||||||
Borrowing capacity under credit facility | $ 10,000,000 | $ 30,000,000 | |||||
Revolving credit agreement amendment date | Mar. 31, 2016 | ||||||
Financial covenants with minimum cash | $ 7,500,000 | ||||||
Opus Bank | Third Amendment | New Opus Warrant 1 | |||||||
Debt Instrument [Line Items] | |||||||
Warrant exercise price | $ 2.22 | ||||||
Private placement warrant estimated volatility | 83.90% | ||||||
Private placement warrant dividend yield | 0.00% | ||||||
Private placement warrant expected life (in years) | 3 years | ||||||
Private placement warrant risk free interest rate | 0.90% | ||||||
Opus Bank | Third Amendment | Opus Warrant And New Opus Warrant One | |||||||
Debt Instrument [Line Items] | |||||||
Common stock warrants fair value | $ 400,000 | ||||||
Opus Bank | Third Amendment | New Opus Warrant 2 | |||||||
Debt Instrument [Line Items] | |||||||
Warrant exercise price | $ 3.61 | $ 3.61 | |||||
Private placement warrant estimated volatility | 78.40% | ||||||
Private placement warrant dividend yield | 0.00% | ||||||
Private placement warrant expected life (in years) | 5 years | ||||||
Private placement warrant risk free interest rate | 1.94% | ||||||
Opus Bank | Third Amendment | New Opus Warrant | |||||||
Debt Instrument [Line Items] | |||||||
Common stock warrants fair value | $ 200,000 | $ 200,000 | |||||
Opus Bank | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Consolidated tangible net worth amount | $ 8,000,000 | ||||||
Opus Bank | Bank Term Loan | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Payment Of Financing And Stock Issuance Costs | $ 900,000 | ||||||
Opus Bank | Common Stock | Third Amendment | New Opus Warrant 1 | |||||||
Debt Instrument [Line Items] | |||||||
Warrants issued to purchase common stock | 100,000 | ||||||
Opus Bank | Common Stock | Third Amendment | New Opus Warrant 2 | |||||||
Debt Instrument [Line Items] | |||||||
Warrants issued to purchase common stock | 100,000 | 100,000 | |||||
Opus Bank | Common Stock | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Warrants issued to purchase common stock | 100,000 | ||||||
Opus Bank | Warrants to Purchase Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Private placement warrant estimated volatility | 92.09% | ||||||
Private placement warrant dividend yield | 0.00% | ||||||
Private placement warrant expected life (in years) | 5 years | ||||||
Private placement warrant risk free interest rate | 1.73% |
Company's Financial Obligations
Company's Financial Obligations (Detail) - Amended Credit Agreement $ in Thousands | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |
2,017 | $ 8,300 |
2,018 | 10,000 |
Total | $ 18,300 |
Loss before Income Taxes for Do
Loss before Income Taxes for Domestic and Non-U.S. Continuing Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Loss from continuing operations before income taxes and noncontrolling interest: | ||
U.S. | $ (13,284) | $ (43,518) |
Foreign | (287) | 4,520 |
Loss before income taxes and noncontrolling interest | $ (13,571) | $ (38,998) |
Benefit (Provision) for Income
Benefit (Provision) for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current | ||
State | $ (25) | $ (16) |
Foreign | (107) | (206) |
Total current | (132) | (222) |
Total provision for income taxes | $ (132) | $ (222) |
Significant Items Making up Def
Significant Items Making up Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Components Of Deferred Tax Assets And Liabilities [Abstract] | ||
Allowances not currently deductible for tax purposes | $ 2,844 | $ 3,481 |
Net operating loss carryforwards | 64,741 | 62,779 |
Accrued and other | 7,149 | 8,781 |
Deferred Tax Assets, Gross, Total | 74,734 | 75,041 |
Less valuation allowance | (71,023) | (70,478) |
Deferred Tax Assets, Net of Valuation Allowance, Total | 3,711 | 4,563 |
Depreciation and amortization | (2,220) | (2,774) |
Other | (1,491) | (1,789) |
Deferred Tax Liabilities, Gross, Total | $ (3,711) | $ (4,563) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | ||
Valuation allowance | $ 71,023,000 | $ 70,478,000 |
Operating loss carryforwards, expiration end year | 2,036 | |
Liabilities for unrecognized tax benefits | $ 2,900,000 | 3,100,000 |
Amount of unrecognized tax benefits, which, if recognized, would affect the tax rate | 100,000 | 100,000 |
Penalties accrued related to unrecognized tax benefits | 2,000 | 400 |
Interest accrued related to unrecognized tax benefits | 4,000 | 3,000 |
Recognized total liability for penalties | 13,000 | 15,000 |
Recognized total liability for interest | 28,000 | $ 24,000 |
Federal | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards | 103,300,000 | |
State | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards | 35,600,000 | |
Foreign | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards | $ 118,200,000 |
Reconciliation of Difference Be
Reconciliation of Difference Between Company's Income Tax Provision (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Expense Benefit Continuing Operations Income Tax Reconciliation [Abstract] | ||
Income tax expense (benefit) at statutory federal tax rate of 34% | $ (4,711) | $ (13,247) |
State taxes, net of federal benefit | 17 | 11 |
Foreign taxes benefits provided for at rates other than U.S statutory rate | 424 | (1,349) |
Change in valuation allowance | 4,064 | 11,728 |
Goodwill impairment | 2,646 | |
Permanent differences | 731 | |
Other | 338 | (298) |
Total provision for income taxes | $ 132 | $ 222 |
Reconciliation of Difference 63
Reconciliation of Difference Between Company's Income Tax Provision (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Reconciliation Of Difference Between Companies Income Tax Provision [Abstract] | |
Statutory federal tax rate of income tax expense (benefit) | 34.00% |
Reconciliation of Beginning and
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure Reconciliation Of Beginning And Ending Amount Of Unrecognized Tax Benefits [Abstract] | ||
Balance at January 1 | $ 3,223 | $ 2,886 |
Additions based on tax positions related to the current year | 1 | 352 |
Reductions in prior year tax positions | (350) | |
Other reductions in prior year tax positions | (15) | |
Balance at December 31 | $ 2,874 | $ 3,223 |
Information Regarding Net Reven
Information Regarding Net Revenue and Gross Profit by Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 56,168 | $ 60,794 | ||
Gross profit | $ 23,729 | $ 23,149 | ||
Gross profit margin | 42.00% | 38.00% | ||
Operating expenses: | ||||
Research and development | $ 6,520 | $ 9,151 | ||
Selling and marketing | 14,032 | 20,236 | ||
General and administrative | 11,309 | 19,604 | ||
Impairment of goodwill | 8,771 | |||
Restructuring and severance | 3,088 | 1,266 | ||
Total operating expenses | 34,949 | 59,028 | ||
Loss from operations | (11,220) | (35,879) | ||
Non-operating income (expense): | ||||
Interest expense, net | (2,378) | (1,908) | ||
Foreign currency gains (losses), net | 27 | (1,211) | ||
Loss before income taxes and noncontrolling interest | (13,571) | (38,998) | ||
PACS | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 24,696 | 19,963 | ||
Gross profit | $ 14,034 | $ 11,522 | ||
Gross profit margin | 57.00% | 58.00% | ||
Operating expenses: | ||||
Impairment of goodwill | $ 7,800 | |||
Identity | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 12,902 | $ 11,950 | ||
Gross profit | $ 5,015 | $ 5,040 | ||
Gross profit margin | 39.00% | 42.00% | ||
Operating expenses: | ||||
Impairment of goodwill | $ 1,000 | |||
Credentials | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 17,992 | $ 27,336 | ||
Gross profit | $ 4,427 | $ 5,613 | ||
Gross profit margin | 25.00% | 21.00% | ||
All Other | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 578 | $ 1,545 | ||
Gross profit | $ 253 | $ 974 | ||
Gross profit margin | 44.00% | 63.00% |
Information Regarding Net Rev66
Information Regarding Net Revenue by Geographic Region (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 56,168 | $ 60,794 |
Percentage of net revenue | 100.00% | 100.00% |
Americas | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 38,135 | $ 40,848 |
Percentage of net revenue | 68.00% | 67.00% |
Europe And Middle East | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 8,589 | $ 9,472 |
Percentage of net revenue | 15.00% | 16.00% |
Asia-Pacific | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 9,444 | $ 10,474 |
Percentage of net revenue | 17.00% | 17.00% |
Long-Lived Assets by Geographic
Long-Lived Assets by Geographic Location (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 2,416 | $ 4,218 |
Americas | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 1,100 | 2,096 |
Europe And Middle East | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 162 | 295 |
Asia-Pacific | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 1,154 | $ 1,827 |
Summary of Company's Net Revenu
Summary of Company's Net Revenues (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 56,168 | $ 60,794 |
Tags and transponders | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 10,890 | 20,310 |
Logical and physical access control readers | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 17,671 | 17,165 |
Controller panels | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 14,908 | 10,272 |
Access cards and provisioning | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 7,106 | 7,394 |
Third party access control products | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 1,645 | 1,523 |
Other | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 3,948 | $ 4,130 |
Restructuring and Severance - A
Restructuring and Severance - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost And Reserve [Line Items] | ||
Restructuring and severance | $ 3,088 | $ 1,266 |
General and Administrative Expense | ||
Restructuring Cost And Reserve [Line Items] | ||
Severance costs | $ 100 |
Restructuring and Severance (De
Restructuring and Severance (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring And Related Activities [Abstract] | ||
Restructuring and Severance Beginning Balance | $ 633 | $ 1,377 |
Restructuring expense incurred for the period | 3,088 | 1,266 |
Other cost reduction activities for the period | 81 | |
Payments and non-cash item adjustment | (3,484) | (2,091) |
Restructuring and Severance Ending Balance | $ 237 | $ 633 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Commitment And Contingencies [Line Items] | ||
Operating leases expiration period | 5 years | |
Rent expense | $ 1.5 | $ 1.8 |
Minimum | ||
Commitment And Contingencies [Line Items] | ||
Term of warranties on certain product sales | 12 months | |
Maximum | ||
Commitment And Contingencies [Line Items] | ||
Term of warranties on certain product sales | 24 months |
Summary of Principal Contractua
Summary of Principal Contractual Obligations Excluding the Financial Liabilities and Long-Term Payment Obligation (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Operating Leases | |
2,017 | $ 1,291 |
2,018 | 635 |
2,019 | 460 |
2,020 | 260 |
2,021 | 2 |
Contractual Obligation, Total | 2,649 |
Purchase Commitments | |
2,017 | 8,554 |
2,018 | 80 |
Contractual Obligation, Total | 8,634 |
Other Contractual Commitments | |
2,017 | 29 |
Contractual Obligation, Total | 29 |
Total Commitments | |
2,017 | 9,874 |
2,018 | 715 |
2,019 | 460 |
2,020 | 260 |
2,021 | 2 |
Contractual Obligation, Total | $ 11,311 |
Related Party Transaction - Add
Related Party Transaction - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Feb. 29, 2016 | Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2014 | |
Former CEO | ||||
Related Party Transaction [Line Items] | ||||
Allocated additional compensation from previously reimbursed expenses | $ 97,868 | |||
Repayment of previously reimbursed expenses | $ 35,784 | |||
SPA | ||||
Related Party Transaction [Line Items] | ||||
Earn-out liability | $ 3,510,000 | |||
Earn-out Consideration liability settled | $ 3,510,000 | |||
Common shares issuance lock-up period | 12 months | |||
SPA | Former CEO | ||||
Related Party Transaction [Line Items] | ||||
Earn-out liability | $ 3,040,000 | |||
Percentage of earn-out liability | 87.00% | |||
Common stock shares issued on settlement of Earn-out consideration | 294,750 | |||
SPA | Former CFO | ||||
Related Party Transaction [Line Items] | ||||
Earn-out liability | $ 10,500 | |||
Percentage of earn-out liability | 0.30% | |||
Common stock shares issued on settlement of Earn-out consideration | 921 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Feb. 08, 2017USD ($)Facility$ / sharesshares | Dec. 31, 2016 | Mar. 31, 2014USD ($) |
Subsequent Event [Line Items] | |||
Borrowing capacity under credit facility | $ 10,000,000 | ||
EWB Warrant | |||
Subsequent Event [Line Items] | |||
Warrants expiration date | Feb. 8, 2022 | ||
VLL7 Warrant | |||
Subsequent Event [Line Items] | |||
Warrants expiration date | Feb. 8, 2022 | ||
VLL8 Warrant | |||
Subsequent Event [Line Items] | |||
Warrants expiration date | Feb. 8, 2022 | ||
Term Loan | |||
Subsequent Event [Line Items] | |||
Term loan maturity date | Aug. 8, 2020 | ||
Revolving Credit Facility | |||
Subsequent Event [Line Items] | |||
Loan facility payable date | Feb. 8, 2018 | ||
Interest payable monthly date | Mar. 1, 2017 | ||
Termination fee mature date | Feb. 8, 2018 | ||
Revolving Credit Facility | Prime Rate | |||
Subsequent Event [Line Items] | |||
Loan facility payable date | Feb. 8, 2019 | ||
Subsequent Event | Opus Warrant, New Opus Warrant 1 and New Opus Warrant 2 | |||
Subsequent Event [Line Items] | |||
Warrants to purchase common stock cancelled | shares | 400,000 | ||
Subsequent Event | EWB Warrant | |||
Subsequent Event [Line Items] | |||
Warrants issued to purchase common stock | shares | 40,000 | ||
Warrant exercise price | $ / shares | $ 3.64 | ||
Warrants expiration period | 5 years | ||
Subsequent Event | VLL7 Warrant | |||
Subsequent Event [Line Items] | |||
Warrants issued to purchase common stock | shares | 290,000 | ||
Warrant exercise price | $ / shares | $ 2 | ||
Warrants expiration period | 5 years | ||
Subsequent Event | VLL8 Warrant | |||
Subsequent Event [Line Items] | |||
Warrants issued to purchase common stock | shares | 290,000 | ||
Warrant exercise price | $ / shares | $ 2 | ||
Warrants expiration period | 5 years | ||
Subsequent Event | Term Loan | |||
Subsequent Event [Line Items] | |||
Debt instrument, interest per annum rate | 12.50% | ||
Debt instrument scheduled interest accrued and payable | 80.00% | ||
Debt instrument, interest term | 12 months | ||
Subsequent Event | Revolving Credit Facility | |||
Subsequent Event [Line Items] | |||
Line of credit facility early termination fee percentage | 1.00% | ||
Line of credit facility additional cash early termination fee percentage | 1.00% | ||
Line of credit facility customary fees and expenses including facility fees | $ 120,000 | ||
Line of credit facility additional facility fees payable | $ 40,000 | ||
Number of closing line of credit facilities | Facility | 2 | ||
Subsequent Event | Revolving Credit Facility | Minimum | |||
Subsequent Event [Line Items] | |||
Line of credit facility liquidity covenant in cash | $ 4,000,000 | ||
Subsequent Event | Revolving Credit Facility | Prime Rate | |||
Subsequent Event [Line Items] | |||
Percentage of interest rate | 2.00% | ||
Loan and Security Agreements | Venture Lending & Leasing VII and VIII, Inc. | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Amount borrowed under term loan | $ 10,000,000 | ||
Loan and Security Agreements | East West Bank | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Borrowing capacity under credit facility | $ 10,000,000 |