Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 15, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
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 | 15,139,722 | ||
Entity Public Float | $ 73,094,800 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 19,052 | $ 9,116 |
Accounts receivable, net of allowances of $306 and $307 as of December 31, 2017 and 2016, respectively | 12,282 | 9,430 |
Inventories | 11,126 | 11,596 |
Prepaid expenses and other current assets | 1,779 | 1,510 |
Total current assets | 44,239 | 31,652 |
Property and equipment, net | 2,043 | 2,416 |
Intangible assets, net | 4,365 | 5,820 |
Other assets | 715 | 712 |
Total assets | 51,362 | 40,600 |
Current liabilities: | ||
Accounts payable | 5,863 | 6,024 |
Current portion - payment obligation | 888 | 786 |
Current portion - financial liabilities, net of discount and debt issuance costs of $404 and $181, respectively | 9,829 | 8,119 |
Deferred revenue | 1,090 | 1,085 |
Accrued compensation and related benefits | 1,515 | 1,520 |
Other accrued expenses and liabilities | 2,020 | 5,032 |
Total current liabilities | 21,205 | 22,566 |
Long-term payment obligation | 2,998 | 3,987 |
Long-term financial liabilities, net of discount and debt issuance costs of $582 and $221, respectively (see Note 7) | 2,921 | 9,779 |
Other long-term liabilities | 385 | 335 |
Total liabilities | 27,509 | 36,667 |
Commitments and contingencies (see Note 12) | ||
Identiv, Inc. stockholders' equity: | ||
Common stock, $0.001 par value: 50,000 shares authorized; 15,341 and 11,836 shares issued and 14,435 and 11,109 shares outstanding as of December 31, 2017 and 2016, respectively | 15 | 11 |
Additional paid-in capital | 428,470 | 400,266 |
Treasury stock, 905 and 727 shares as of December 31, 2017 and 2016, respectively | (7,485) | (6,708) |
Accumulated deficit | (399,647) | (391,509) |
Accumulated other comprehensive income | 2,675 | 2,053 |
Total Identiv, Inc. stockholders' equity | 24,031 | 4,113 |
Noncontrolling interest | (178) | (180) |
Total stockholders´ equity | 23,853 | 3,933 |
Total liabilities and stockholders´equity | 51,362 | $ 40,600 |
Series B Preferred Stock | ||
Identiv, Inc. stockholders' equity: | ||
Series B Preferred stock, $0.001 par value: 5,000 shares authorized; 3,000 and 0 shares issued and outstanding as of December 31, 2017 and 2016, respectively | 3 | |
Total stockholders´ equity | $ 3 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts receivable, allowances | $ 306 | $ 307 |
Debt instrument unamortized discount and debt issuance costs, current | 404 | 181 |
Debt instrument unamortized discount and debt issuance costs, non-current | $ 582 | $ 221 |
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 10,000,000 | |
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 | 15,341,000 | 11,836,000 |
Common stock, shares outstanding | 14,435,000 | 11,109,000 |
Treasury stock, shares | 905,000 | 727,000 |
Series B Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | 3,000,000 | 0 |
Preferred stock, outstanding | 3,000,000 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Net revenue | $ 60,219 | $ 56,168 |
Cost of revenue | 38,059 | 32,439 |
Gross profit | 22,160 | 23,729 |
Operating expenses: | ||
Research and development | 6,146 | 6,520 |
Selling and marketing | 13,452 | 14,032 |
General and administrative | 7,241 | 11,309 |
Restructuring and severance | (49) | 3,088 |
Total operating expenses | 26,790 | 34,949 |
Loss from operations | (4,630) | (11,220) |
Non-operating income (expense): | ||
Interest expense, net | (2,590) | (2,378) |
Loss on extinguishment of debt | (788) | |
Foreign currency (losses) gains, net | (358) | 27 |
Loss before income taxes and noncontrolling interest | (8,366) | (13,571) |
Income tax benefit (provision) | 214 | (132) |
Loss before noncontrolling interest | (8,152) | (13,703) |
Less: Loss attributable to noncontrolling interest | 14 | 8 |
Net loss attributable to Identiv, Inc. | $ (8,138) | $ (13,695) |
Basic and diluted net loss per share attributable to Identiv, Inc. | $ (0.61) | $ (1.25) |
Weighted average shares used to compute basic and diluted loss per share | 13,273 | 10,916 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (8,152) | $ (13,703) |
Other comprehensive loss, net of income taxes: | ||
Foreign currency translation adjustment | 638 | (192) |
Total other comprehensive income (loss), net of income taxes | 638 | (192) |
Comprehensive loss | (7,514) | (13,895) |
Less: Comprehensive (income) loss attributable to noncontrolling interest | (2) | 24 |
Comprehensive loss attributable to Identiv, Inc. common stockholders | $ (7,516) | $ (13,871) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Series B Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Income | Noncontrolling Interest |
Beginning Balances at Dec. 31, 2015 | $ 14,190 | $ 11 | $ 396,407 | $ (6,487) | $ (377,814) | $ 2,229 | $ (156) | |
Beginning Balances (in shares) at Dec. 31, 2015 | 10,747 | |||||||
Net loss | (13,703) | (13,695) | (8) | |||||
Other comprehensive loss | (192) | (176) | (16) | |||||
Issuance of warrants | 569 | 569 | ||||||
Issuance of common stock in connection with vesting of stock awards (shares) | 471 | |||||||
Stock-based compensation | 3,290 | 3,290 | ||||||
Shares withheld in payment of taxes in connection with net share settlement of restricted stock units | (221) | (221) | ||||||
Shares withheld in payment of taxes in connection with net share settlement of restricted stock units (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 | |||||||
Net loss | (8,152) | (8,138) | (14) | |||||
Other comprehensive loss | 638 | 622 | 16 | |||||
Issuance of Series B convertible preferred stock, net of issuance cost | 11,878 | $ 3 | 11,875 | |||||
Issuance of Series B convertible preferred stock, net of issuance cost (shares) | 3,000 | |||||||
Issuance of common stock in connection with public offering | 12,560 | $ 3 | 12,557 | |||||
Issuance of common stock in connection with public offering (shares) | 2,845 | |||||||
Issuance of warrants | 2,319 | 2,319 | ||||||
Issuance of common stock in connection with vesting of stock awards | 1 | $ 1 | ||||||
Issuance of common stock in connection with vesting of stock awards (shares) | 604 | |||||||
Stock-based compensation | 2,480 | 2,480 | ||||||
Shares withheld in payment of taxes in connection with net share settlement of restricted stock units | (777) | (777) | ||||||
Shares withheld in payment of taxes in connection with net share settlement of restricted stock units (shares) | (178) | |||||||
Issuance of shares to non-employees | 255 | 255 | ||||||
Issuance of shares to non-employees (shares) | 56 | |||||||
Cancellation of reacquired warrants from extinguishment of debt | (1,282) | (1,282) | ||||||
Ending Balances at Dec. 31, 2017 | $ 23,853 | $ 3 | $ 15 | $ 428,470 | $ (7,485) | $ (399,647) | $ 2,675 | $ (178) |
Ending Balances (in shares) at Dec. 31, 2017 | 3,000 | 14,436 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows used in operating activities: | ||
Net loss | $ (8,152) | $ (13,703) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,752 | 3,170 |
Loss on extinguishment of debt, net | 788 | |
Accretion of interest on long-term payment obligation | 305 | 399 |
Amortization of debt issuance costs | 807 | 811 |
Stock-based compensation expense | 2,480 | 2,842 |
Loss on disposal of fixed assets | 331 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,786) | (1,437) |
Inventories | 484 | 3,285 |
Prepaid expenses and other assets | (275) | 441 |
Accounts payable | (222) | (191) |
Payment obligation liability | (1,192) | (1,185) |
Deferred revenue | 5 | (430) |
Accrued expenses and other liabilities | (2,826) | (550) |
Net cash used in operating activities | (7,832) | (6,217) |
Cash flows from investing activities: | ||
Capital expenditures | (967) | (549) |
Net cash used in investing activities | (967) | (549) |
Cash flows from financing activities: | ||
Proceeds from issuance of debt, net of issuance costs | 53,035 | |
Repayments of debt | (58,741) | |
Sale of common stock, net of issuance costs | 12,560 | |
Proceeds from issuance of Series B preferred stock | 12,000 | |
Taxes paid related to net share settlement of restricted stock units | (777) | (221) |
Net cash provided by (used in) financing activities | 18,077 | (221) |
Effect of exchange rates on cash | 658 | (564) |
Net increase (decrease) in cash | 9,936 | (7,551) |
Cash at beginning of period | 9,116 | 16,667 |
Cash at end of period | 19,052 | 9,116 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest paid | 2,661 | 1,615 |
Taxes paid, net | 140 | 167 |
Non-cash investing and financing activities: | ||
Warrants issued as debt issuance costs in connection with debt agreement | 2,319 | 569 |
Property and equipment included in accounts payable and accruals | 66 | 32 |
Cancellation of reacquired warrants | 1,282 | |
Common Stock | ||
Non-cash investing and financing activities: | ||
Stock issued to settle liability | $ 255 | |
Restricted Stock Units (RSUs) | ||
Non-cash investing and financing activities: | ||
Stock issued to settle liability | $ 448 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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 have been made to the fiscal year 2016 financial statements to conform to the fiscal year 2017 presentation. The reclassifications had no impact on net loss, total assets, or stockholders’ equity. 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 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 quarters of 2017 and 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 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. Costs incurred subsequent to achieving technological feasibility have not been significant and generally have been expensed as incurred. At December 31, 2017, the amount of capitalized software development costs totaled $0.2 million and is included in prepaid expenses and other current assets in the accompanying consolidated balance sheet. No software development costs were capitalized in 2016. 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 in the amount of $0.2 million and $0.4 million for the years ended December 31, 2017 and 2016, 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 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 years ended December 31, 2017 and 2016, respectively. No customer accounted for more than 10% of the Company’s accounts receivable balance at December 31, 2017 or 2016. 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, 2017 and 2016 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 losses of $0.4 million in 2017 and currency gains of less than $0.1 million in 2016. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption. In March 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-09, Compensation – Stock Compensation In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016, there were no assets or liabilities that are measured and recognized at fair value on a recurring basis. There were no cash equivalents as of December 31, 2017 and 2016. Assets and Liabilities Measured at Fair Value on a Non-recurring Basis Certain of the Company's assets, including intangible assets, 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 intangible assets, refer to Note 5, 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, 2017 and 2016, 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, 2017 and 2016, 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, 2017 | |
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, and 5,000,000 of which have been designated as Series B Non-Voting Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”). No shares of the Company’s Series A Participating Preferred Stock were outstanding as of December 31, 2017 and 2016. During 2017, the Company’s board of directors (the “Board”) authorized the issuance of up to 5,000,000 shares of the Series B Preferred Stock, 3,000,000 of which were outstanding as of December 31, 2017. The Board may from time to time, without further action by the Company’s stockholders, direct the issuance of shares of preferred stock in other 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. Private Placement of Series B Preferred Stock On December 20, 2017, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with each of 21 April Fund, Ltd. and 21 April Fund, LP (collectively, the “Purchasers”), pursuant to which the Company, in a private placement, agreed to issue and sell to the Purchasers an aggregate of up to 5,000,000 shares of the Series B Preferred Stock, $0.001 par value per share (collectively referred to as the “Shares”). The Purchasers agreed to purchase an aggregate of 3,000,000 Shares at a price of $4.00 per share in cash at the initial closing of the transaction, and at the sole option of the Company, an additional 2,000,000 Shares at a price of $4.00 per share in cash at a second closing, if any (the “Private Placement”). The total purchase price payable to the Company is $20,000,000, of which $12,000,000 was paid at the initial closing and $8,000,000 will be paid, if at all, at the second closing. The Company is required to use the proceeds from the issuance of the Shares to pay off existing debt obligations and to fund future acquisitions of technology, business and other assets. Each Share shall be convertible into the Company’s common stock (i) following the sixth (6th) anniversary of the initial closing of the Private Placement or (ii) if earlier, during the thirty (30) day period following the last trading day of any period of three (3) or more consecutive trading days that the closing market price of the Company’s common stock exceeds $10.00. Each Share is convertible at the option of the holder of shares of Series B Preferred Stock into such number of shares of the Company’s common stock determined by taking the accreted value of such Share (purchase price plus accrued but unpaid dividends) and dividing such value by the stated value of such Share ($4.00 per share, subject to adjustment for dilutive issuances, stock splits, stock dividends and the like); provided, however, that the Company shall not convert any Shares if doing so would cause the holder thereof, along with its affiliates, to beneficially own in excess of 19.9% of the outstanding common stock immediately after giving effect to the applicable conversion (the “Ownership Limitation”), unless waiver of this restriction has been effected by the holder requesting conversion of Shares. Based on the current conversion price, the outstanding shares of the Series B Preferred Stock as of December 31, 2017 would be convertible into 3.0 million shares of the Company’s common stock. However, the conversion rate will be subject to adjustment in the event of certain instances, such as if the Company issues shares of its common stock at a price less than $4.00 per common share, subject to a minimum conversion price of $3.27 per share. As of December 31, 2017, none of the contingent conditions to adjust the total common shares to convert the Shares had been met. Each Share is entitled to an annual dividend of 5% for the first six (6) years following the issuance of such Share and 3% for each year thereafter, with the Company retaining the option to settle each year’s dividend after the tenth (10 th Sale of Common Stock In May 2017, the Company sold an aggregate of 2,845,360 shares of its common stock at a public offering price of $4.85 per share in an underwritten public offering. The Company received net proceeds of approximately $12.6 million from the sale of the common stock in the public offering, after deducting the underwriting discount and other offering related expenses of $1.2 million. Common Stock Warrants On August 13, 2014, 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 “2014 Consultant Warrant”). One fourth of the shares under the warrant are exercisable for cash three months from the date the 2014 Consultant Warrant was issued and quarterly thereafter. The 2014 Consultant Warrant expires on August 13, 2019. In the event of an acquisition of the Company, the 2014 Consultant Warrant shall terminate and no longer be exercisable as of the closing of the acquisition. As of December 31, 2017, none of the shares under the 2014 Consultant Warrant had 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”) as discussed in Note 7, Financial Liabilities In connection with securing of the new credit facilities and cancelling of all the warrants previously issued to the previous lender, the Company issued a warrant to a consultant to purchase 60,000 shares of its common stock at an exercise price of $4.60 per share (the “2017 Consultant Warrant”). The Company calculated the fair value of the 2017 Consultant Warrant using the Black Scholes pricing model using the following assumptions: estimated volatility of 78.8%, risk-free interest rate of 1.22%, no dividend yield, and an expected life of two years. The fair value of the 2017 Consultant Warrant of $119,000 was classified as equity as the settlement of the warrant will be in shares and is within the control of the Company. The 2017 Consultant Warrant is immediately exercisable for cash or by net exercise and will expire two years after its issuance, or on February 8, 2019. 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 had a term of four years and were 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 was 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. On August 14, 2017, the warrant to purchase the remaining 186,878 warrants expired unexercised. Below is a summary of outstanding warrants issued by the Company as of December 31, 2017: Warrant Type Number of Shares Issuable Upon Exercise Weighted Average Exercise Price Issue Date Expiration Date 2014 Consultant Warrant 85,000 $ 10.70 August 13, 2014 August 13, 2019 East West Bank Warrant 40,000 3.64 February 8, 2017 February 8, 2022 VLL7 and VLL8 Warrants 580,000 2.00 February 8, 2017 February 8, 2022 2017 Consultant Warrant 60,000 4.60 February 8, 2017 February 8, 2019 Total 765,000 Stock-Based Compensation Plans The Company has 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 2007 Stock Option Plan (the “2007 Plan”) and the 2011 Incentive Compensation Plan (the “2011 Plan”), as amended. Shares are no longer available for issuance under the Company’s 2010 Bonus and Incentive Plan (the “2010 Plan”). Stock Bonus and Incentive Plans 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 Options A summary of activity for the Company’s stock options for the year ended December 31, 2017 follows: Number Outstanding Average Exercise Price per Share Weighted Average Remaining Contractual Term (Years) Average Intrinsic Value Balance at December 31, 2016 832,941 $ 7.11 $ — Granted — — Cancelled or Expired (160,500 ) 10.58 Exercised — — Balance at December 31, 2017 672,441 $ 6.28 7.48 $ — Vested or expected to vest at December 31, 2017 661,204 $ 6.31 7.46 $ — Exercisable at December 31, 2017 467,003 $ 6.99 7.11 $ — The following table summarizes information about stock options outstanding as of December 31, 2017: 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 - $7.20 479,810 8.22 $ 4.48 285,359 $ 4.57 $7.50 - $11.30 162,394 5.95 9.27 151,407 9.23 $12.00 - $19.70 17,396 4.50 13.66 17,396 13.66 $21.70 - $29.20 12,841 3.28 25.35 12,841 25.35 $4.36 - $29.20 672,441 467,003 No stock options were granted during the year ended December 31, 2017. The weighted-average grant date fair value per option for stock options granted during the year ended December 31, 2016 was $4.36. No stock options were exercised during the years ended December 31, 2017 and 2016, respectively. The fair value of stock option grants was estimated using the Black Scholes pricing model with the following weighted-average assumptions for the year ended December 31, 2016: 2017 2016 Risk-free interest rate N/A 1.25% Expected volatility N/A 78.4% Expected term in years N/A 4.77 Dividend yield N/A 0.0% At December 31, 2017, there was $0.6 million of unrecognized stock-based compensation expense, net of estimated forfeitures related to unvested stock options, that is expected to be recognized over a weighted-average period of 1.5 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, 2017: Number Outstanding Weighted Average Fair Value Balance at December 31, 2016 1,973,459 $ 2.80 Granted 399,551 4.64 Vested (702,048 ) 3.19 Forfeited (210,918 ) 3.01 Balance at December 31, 2017 1,460,044 $ 3.08 Shares vested but not released 312,222 2.64 The fair value of the Company’s restricted stock awards and RSUs is calculated based upon the fair market value of the Company’s common stock at the date of grant. As of December 31, 2017, there was $2.3 million of unrecognized compensation cost related to unvested RSUs granted, which is expected to be recognized over a weighted average period of 2.7 years. As of December 31, 2017, an aggregate of 1,460,044 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, 2017 and 2016 (in thousands): Year Ended December 31, 2017 2016 Cost of revenue $ 82 $ 76 Research and development 480 352 Selling and marketing 651 632 General and administrative 1,267 1,782 Total $ 2,480 $ 2,842 Common Stock Reserved for Future Issuance Common stock reserved for future issuance as of December 31, 2017 was as follows: Exercise of outstanding stock options, vesting of RSUs, and issuance of RSUs vested but not released 2,444,707 ESPP 293,888 Shares of common stock available for grant under the 2011 Plan 473,624 Noncontrolling interest in Bluehill ID AG 10,355 Warrants to purchase common stock 765,000 Shares of common stock issuable on conversion of Series B Preferred Stock 5,000,000 Total 8,987,574 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. The following common stock equivalents have been excluded from diluted net loss per share for the fiscal years ended December 31, 2017 and 2016 because their inclusion would be anti-dilutive: December 31, 2017 2016 Shares of common stock subject to outstanding RSUs 1,460,044 1,973,459 Shares of common stock subject to outstanding options 672,441 832,941 Shares of common stock subject to outstanding warrants 765,000 671,878 Shares of common stock reserved to acquire remaining share of noncontrolling interest 10,355 10,355 Shares of common stock issuable upon conversion of Series B Preferred Stock 3,000,000 — Total 5,907,840 3,488,633 Accumulated Other Comprehensive Income Accumulated other comprehensive income at December 31, 2017 and 2016 consists of foreign currency translation adjustments of $2.7 million and $2.1 million, respectively. Restricted Stock Unit Net Share Settlements During the years ended December 31, 2017 and 2016, the Company repurchased 178,207 and 109,192 shares, respectively 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, 2017 | |
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, 2017 2016 Raw materials $ 3,700 $ 3,346 Work-in-progress 22 285 Finished goods 7,404 7,965 Total $ 11,126 $ 11,596 Property and equipment, net consists of (in thousands): December 31, 2017 2016 Building and leasehold improvements $ 1,917 $ 1,884 Furniture, fixtures and office equipment 1,771 2,002 Plant and machinery 9,411 8,848 Purchased software 2,050 1,717 Total 15,149 14,451 Accumulated depreciation (13,106 ) (12,035 ) Property and equipment, net $ 2,043 $ 2,416 The Company recorded depreciation expense of $1.3 million and $1.7 million during the years ended December 31, 2017 and 2016, respectively. Other accrued expenses and liabilities consist of (in thousands): December 31, 2017 2016 Accrued professional fees $ 1,065 $ 2,371 Accrued restructuring - 237 Income taxes payable 19 334 Other accrued expenses 936 2,090 Total $ 2,020 $ 5,032 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 5. 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, 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 Gross carrying amount at December 31, 2017 $ 4,600 $ 10,639 $ 15,239 Accumulated amortization (3,257 ) (7,617 ) (10,874 ) Intangible Assets, net at December 31, 2017 $ 1,343 $ 3,022 $ 4,365 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 years ended December 31, 2017 and 2016. The following table illustrates the amortization expense included in the consolidated statements of operations for the years ended December 31, 2017 and 2016 (in thousands): Year Ended December 31, 2017 2016 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): 2018 $ 1,455 2019 1,455 2020 1,455 Thereafter — Total $ 4,365 |
Long-Term Payment Obligation
Long-Term Payment Obligation | 12 Months Ended |
Dec. 31, 2017 | |
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 $0.3 million and $0.4 million of interest expense during the years ended December 31, 2017 and 2016, 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, 2017 is as follows (in thousands): 2018 $ 1,237 2019 1,286 2020 1,433 2021 369 Present value discount factor (439 ) Total 3,886 Less: Current portion - payment obligation (888 ) Long-term payment obligation $ 2,998 |
Financial Liabilities
Financial Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Financial Liabilities | 7. Financial Liabilities Financial liabilities consist of (in thousands): December 31, 2017 2016 Secured term loan $ 5,000 $ 10,000 Bank revolving loan facility 8,736 8,300 Total before discount and debt issuance costs 13,736 18,300 Less: Current portion of financial liabilities (9,829 ) (8,119 ) Less: Current portion of unamortized discount and debt issuance costs (404 ) (181 ) Less: Long-term portion of unamortized discount and debt issuance costs (582 ) (221 ) Long-term financial liabilities $ 2,921 $ 9,779 Bank Term Loan and Revolving Loan Facility On March 31, 2014, the Company entered into a credit agreement (as amended, the “Credit Agreement”) with Opus Bank. The Credit Agreement provided for a term loan in an aggregate principal amount of $10.0 million and an additional $10.0 million revolving loan facility. 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 the Credit Agreement. In evaluating the transaction, the Company compared the net present value cash flows under the existing Credit Agreement and the new Loan and Security Agreements to determine whether the terms of the new debt facility and the existing facility were "substantially different." As the net present value of cash flows varied by more than 10%, the Company concluded that the transaction should be accounted for as a debt extinguishment. As a result, the Company recorded a gain on extinguishment of debt totaling $1.0 million, representing the difference between the reacquisition price of the previous debt facility, net of cancelled warrants previously issued to Opus Bank, and its net carrying amount. On February 8, 2017, the Company entered into Loan and Security Agreements with each of EWB and VLL7 and VLL8. The Loan and Security Agreement with EWB provides for a $10.0 million revolving loan facility, and the Loan Security Agreement with VLL7 and VLL8 provides for a term loan in an aggregate principal amount of $10.0 million (the "Term Loan"). The obligations of the Company under each of the Loan and Security Agreements are secured by substantially all assets of the Company. 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 Facility 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 February 8, 2018. Each of the Revolving Loan Facility and the Term Loan Facility 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, 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 Facility contains customary events of default that entitle 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 Facility, 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. As of December 31, 2017, the Company was in compliance with all financial covenants under the Term Loan. As of December 31, 2017, the Company was not in compliance with the minimum debt service coverage ratio requirement under the Revolving Loan Facility. During the allotted cure period, on January 31, 2018, the Company and EWB amended the Revolving Loan Facility (the “Third Amendment”) removing certain financial covenants, including the minimum debt service coverage ratio. The proceeds of the Term Loan and the initial draw under the Revolving Loan Facility, after payment of fees and expenses, were used to repay all outstanding amounts under the Credit Agreement with Opus Bank. In connection with the repayment, warrants to purchase an aggregate of 400,000 shares of common stock issued to Opus Bank were cancelled. The proceeds of any additional draws under the Revolving Loan Facility will be used for working capital and other general corporate purposes. On December 28, 2017, the Company paid down an aggregate principal amount of $5.0 million of the $10.0 million outstanding principal balance of its Term Loan with VLL7 and VLL8. The Company paid to VLL7 and VLL8 approximately $5.9 million, consisting of $5.0 million in outstanding principal, and $0.9 million of accrued and unpaid interest outstanding at the prepayment date, together with all scheduled interest that would have accrued and been payable through the stated maturity of the Term Loan. As a result, the Company recorded a loss on extinguishment of debt totaling $1.8 million, representing the difference between the reacquisition price of the repaid portion of the Term Loan and the its net carrying amount. On January 31, 2018, the Company entered the Third Amendment with EWB. Under the Third Amendment, the Revolving Loan Facility was increased from $10.0 million to $12.0 million, the interest rate was reduced from prime rate plus 2.0% to prime rate plus 1.0%, and a non-formula line of credit sublimit was added not to exceed $3.0 million. In addition, certain financial covenants were amended, including the definition of EBITDA, and certain reporting requirements have been streamlined. On February 5, 2018, the Company entered into an amendment (the “Fourth Amendment”) to its Loan and Security Agreement with EWB. Under the Fourth Amendment, EWB agreed to include as Permitted Indebtedness, as defined in the Loan and Security Agreement, the issuance of $2.0 million in subordinated unsecured promissory notes associated with the acquisition of 3VR Security, Inc., a California corporation (“3VR”), subject to certain terms and conditions. In addition, EWB agreed to include certain 3VR indebtedness payable to 3VR’s lender, which remained outstanding subsequent to the acquisition, as Permitted Indebtedness, subject to the Company repaying in full amounts outstanding within 5 business days of the closing of the acquisition. On February 14, 2018, the Company completed the acquisition of 3VR and on February 21, 2018, the Company paid 3VR’s lender $3.6 million in full repayment of all indebtedness outstanding of 3VR. On March 6, 2018, the Company entered into an amendment (the “Fifth Amendment”) to its Loan and Security Agreement with EWB. Under the Fifth Amendment, the Revolving Loan Facility was increased from $12.0 million to $16.0 million. In addition, certain definitions were amended, including the definition of Borrowing Base. The following table summarizes the timing of repayment obligations for the Company’s long-term financial liabilities for the next three years under the current terms of the Term Loan Facility at December 31, 2017 (in thousands): 2018 2019 2020 Total Bank term loan facility $ 1,497 $ 2,014 $ 1,489 $ 5,000 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes Loss before income taxes for domestic and non-U.S. operations is as follows (in thousands): 2017 2016 Loss from operations before income taxes and noncontrolling interest: U.S. $ (5,617 ) $ (13,284 ) Foreign (2,749 ) (287 ) Loss from operations before income taxes and noncontrolling interest $ (8,366 ) $ (13,571 ) The benefit (provision) for income taxes consisted of the following (in thousands): December 31, 2017 2016 Deferred: Federal $ — $ — State — — Foreign — — $ — $ — Current Federal $ — $ — State (33 ) (25 ) Foreign 247 (107 ) Total current 214 (132 ) Total benefit (provision) for income taxes $ 214 $ (132 ) Significant items making up deferred tax assets and liabilities are as follows (in thousands): December 31, 2017 2016 Deferred tax assets: Allowances not currently deductible for tax purposes $ 1,177 $ 2,844 Net operating loss carryforwards 56,989 64,741 Accrued and other 1,977 7,149 60,143 74,734 Less valuation allowance (58,248 ) (71,023 ) 1,895 3,711 Deferred tax liability: Depreciation and amortization (1,085 ) (2,220 ) Other (810 ) (1,491 ) (1,895 ) (3,711 ) 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, 2017. Such objective evidence limits the ability to consider other subjective evidence such as the Company’s projections for future growth. A valuation allowance of $58.3 million and $71.0 million at December 31, 2017 and December 31, 2016, 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. On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the “Act”). The Act amends the Internal Revenue Code to reduce tax rates and modify policies, credits, and deductions for individuals and businesses. For businesses, the Act reduces the corporate federal tax rate from a maximum of 35% to a flat 21% rate. The rate reduction took effect on January 1, 2018. At December 31, 2017, the Company had a net deferred tax asset before valuation allowance totaling $58.3 million. Under generally accepted accounting principles, the Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company’s net deferred tax asset of $58.3 million was determined at December 31, 2017 based on the current enacted federal tax rate of 21%, or the rate of the statutory rate applicable to the respective foreign jurisdiction. As a result of the reduction in the corporate income tax rate from 35% to 21% under the Act, the Company has calculated a decrease in net deferred assets of $15.8 million and a corresponding decrease of $15.8 million in the valuation allowance which resulted in a net zero effect to the Company’s consolidated financial statements at December 31, 2017. The Act also amended Internal Revenue Code Section 172 which governs the utilization of net operating losses (“NOLs”). Prior rules generally allowed NOLs to be carried back two years and forward 20 years, after which time the NOL’s expired. The amendment by the Act disallows any carryback of NOL’s arising in a taxable year ending after December 31, 2017, but allows an indefinite carryforward of such losses, but such losses may only offset a maximum of 80 percent of a taxpayer’s pre-NOL taxable income. Further, the Act provides for a one-time "deemed repatriation" of accumulated foreign earnings for the year ended December 31, 2017. No repatriation tax was provided with respect to undistributed earnings of foreign subsidiaries due to a net foreign earnings and profits deficit position. As of December 31, 2017, the Company has net operating loss carryforwards of $108.5 million for federal, $34.5 million for state and $125.7 million for foreign income tax purposes. Certain of the Company’s state and foreign loss carryforwards have started expiring and will continue to expire through 2037 if not utilized. The Tax Reform Act of 1986 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 AG on January 4, 2010, which resulted in a stock ownership change as defined by the Reform Act of 1986. This transaction resulted in limitations on the annual utilization of federal and state net operating loss carryforwards. As a result, the Company reevaluated its available deferred tax assets, and 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 of 1986. 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 operations is as follows (in thousands): December 31, 2017 2016 Income tax benefit at statutory federal tax rate of 34% $ 2,845 $ 4,711 State taxes, net of federal benefit (22 ) (17 ) Foreign taxes provisions provided for at rates other than U.S statutory rate (687 ) (424 ) Federal rate adjustment (15,780 ) — Change in valuation allowance 13,931 (4,064 ) Permanent differences 200 — Other (273 ) (338 ) Total benefit (provision) for income taxes 214 (132 ) 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 entity’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): 2017 2016 Balance at January 1 $ 2,874 $ 3,223 Additions based on tax positions related to the current year 2 1 Additions for tax positions of prior years 2 — Reductions in prior year tax positions — (350 ) Balance at December 31 $ 2,878 $ 2,874 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 2016 was primarily due to the expiration of statutes of limitations on tax attributes carried forward for prior years. As of December 31, 2017 and 2016, the Company recognized liabilities for unrecognized tax benefits of $2.8 million and $2.8 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 2017 and 2016. 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, 2017 and 2016. The Company recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. During fiscal 2017, the Company recorded a reduction to accrued penalties of $1,000 and an increase in accrued interest of $4,000 related to the unrecognized tax benefits noted above. As of December 31, 2017, the Company has recognized a total liability for penalties of $14,000 and interest of $32,000. 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. The Company files U.S. federal, U.S. state and foreign tax returns. The Company is under federal tax examination for tax year ended December 31, 2015. The proposed adjustments will result in adjustment of NOLs within tax years 2015 and 2016 and will have no net impact on its deferred tax assets or income tax provision. These adjustments will be recorded by the Company once the audit is finalized. The Company generally is no longer subject to tax examinations for years prior to 2013. However, if loss carryforwards of tax years prior to 2013 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, 2017 | |
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, 2017 and 2016 are as follows (in thousands): Year Ended December 31, 2017 2016 Premises: Net revenue $ 24,154 $ 24,696 Gross profit 13,669 14,034 Gross profit margin 57 % 57 % Identity: Net revenue 14,293 12,902 Gross profit 5,117 5,015 Gross profit margin 36 % 39 % Credentials: Net revenue 21,772 17,992 Gross profit 3,374 4,427 Gross profit margin 15 % 25 % All Other: Net revenue — 578 Gross profit — 253 Gross profit margin — 44 % Total: Net revenue 60,219 56,168 Gross profit 22,160 23,729 Gross profit margin 37 % 42 % Operating expenses: Research and development 6,146 6,520 Selling and marketing 13,452 14,032 General and administrative 7,241 11,309 Restructuring and severance (49 ) 3,088 Total operating expenses: 26,790 34,949 Loss from operations (4,630 ) (11,220 ) Non-operating income (expense): Interest expense, net (2,590 ) (2,378 ) Loss on extinguishment of debt (788 ) — Foreign currency (losses) gains, net (358 ) 27 Loss before income taxes and noncontrolling interest $ (8,366 ) $ (13,571 ) 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, 2017 2016 Americas $ 40,018 $ 38,135 Europe and the Middle East 7,887 8,589 Asia-Pacific 12,314 9,444 Total $ 60,219 $ 56,168 Revenues: Americas 67 % 68 % Europe and the Middle East 13 % 15 % Asia-Pacific 20 % 17 % Total 100 % 100 % Long-lived assets by geographic location as of December 31, 2017 and 2016 are as follows (in thousands): December 31, 2017 2016 Property and equipment, net: Americas $ 868 $ 1,100 Europe and the Middle East 89 162 Asia-Pacific 1,086 1,154 Total property and equipment, net $ 2,043 $ 2,416 The Company’s net revenue is represented by the following product categories as of December 31, 2017 and 2016 (in thousands): Year Ended December 31, 2017 2016 Logical and physical access control readers $ 18,601 $ 17,671 Controller panels 14,637 14,919 Tags and transponders 13,089 10,890 Access cards and provisioning 8,396 7,107 Services 3,816 3,258 Third party access control products 1,014 1,645 Software 666 100 Other — 578 Total $ 60,219 $ 56,168 |
Restructuring and Severance
Restructuring and Severance | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring And Related Activities [Abstract] | |
Restructuring and Severance | 10. Restructuring and Severance 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 2017, the Company recorded a credit resulting from actual expenditures being less than originally accrued. 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 sheet at December 31, 2016. Restructuring and severance activities during the years ended December 31, 2017 and December 31, 2016 were as follows (in thousands): Year Ended December 31, 2017 2016 Balance at beginning of period $ 237 $ 633 Restructuring expense incurred for the period (49 ) 3,088 Other cost reduction activities for the period — — Payments and non-cash item adjustment during the period (188 ) (3,484 ) Balance at end of period $ — $ 237 |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Legal Proceedings | 11. Legal Proceedings On December 16, 2015, the Company and certain of its 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., Case No. 15-cv-05775, alleging violations of Section 10(b) of the Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and Section 20(a) of the Exchange Act of 1934. On May 3, 2016, the court-appointed lead plaintiff Thomas Cunningham in the Rok lawsuit filed an amended complaint and a notice of dismissal without prejudice of all current or former officers and directors other than Jason Hart and Brian Nelson. On June 6, 2016, the Company, Jason Hart, and Brian Nelson filed a motion to dismiss for failure to state a claim upon which relief can be granted in the Rok lawsuit; on August 5, 2016, the court granted those motions with leave for the lead plaintiff to file a second amended complaint. On September 12, 2016, the lead plaintiff in the Rok lawsuit filed a second amended complaint. On October 10, 2016, the Company, Jason Hart, and Brian Nelson filed a motion to dismiss that second amended complaint for failure to state a claim upon which relief can be granted in the Rok lawsuit; on January 4, 2017, the court granted those motions with prejudice and entered judgment for the Company and the other defendants and against the lead plaintiff. On February 6, 2017, the lead plaintiff initiated an appeal of the court’s decision in the Ninth Circuit Court of Appeals. Following the lead plaintiff’s routine request to extend filing deadlines, which the Court of Appeals approved, the lead plaintiff’s opening appellate brief was filed on June 14, 2017. Following Jason Hart’s routine request to extend filing deadlines, which the Court of Appeals approved, the answering briefs of the Company and the other defendants were filed on August 14, 2017. Following the lead plaintiff’s routine request to extend filing deadlines, which the Court of Appeals approved, the lead plaintiff’s optional reply brief was filed on October 5, 2017. The Ninth Circuit Court of Appeals held oral argument on March 13, 2018. On March 23, 2018, the Ninth Circuit issued an order affirming the dismissal with prejudice. In the interim, on January 3, 2018, lead plaintiffs filed a motion under Federal Rules of Civil Procedure Rule 60(b) in the trial court to vacate the January 4, 2017 judgment of dismissal. On February 9, 2018, following additional briefing, the trial court denied the motion. In addition, three shareholder derivative actions were filed between January and February 2016. On January 1, 2016, certain of the Company’s present and former officers and directors were named as defendants, and the Company was named as nominal defendant, in a shareholder derivative lawsuit filed in the United States District Court for the Northern District of California, entitled Oswald v. Humphreys, et al., Case No. 16-cv-00241-CRB, alleging breach of fiduciary duty and waste claims. On January 25, 2016, certain of the Company’s present and former officers and directors were named as defendants, and the Company were named as nominal defendant, in a shareholder derivative lawsuit filed in the Superior Court of the State of California, County of Alameda, entitled Chopra v. Hart, et al., Case No. RG16801379, alleging breach of fiduciary duty claims. On February 9, 2016, certain of the Company’s present and former officers and directors were named as defendants, and the Company were named as nominal defendant, in a shareholder derivative lawsuit filed in the Superior Court of the State of California, County of Alameda, entitled Wollnik v. Wenzel, et al., Case No. HG16803342, alleging breach of fiduciary duty, corporate waste, gross mismanagement, and unjust enrichment claims. These lawsuits generally allege that the Company made false and/or misleading statements and/or failed to disclose information in certain public filings and disclosures between 2013 and 2015. Each of the lawsuits seeks one or more of the following remedies: unspecified compensatory damages, unspecified exemplary or punitive damages, restitution, declaratory relief, equitable and injunctive relief, and reasonable costs and attorneys’ fees. On May 2, 2016, the court in the Chopra lawsuit entered an order staying proceedings in the Chopra lawsuit in favor of the Oswald lawsuit, based on a stipulation to that effect filed by the parties in the Chopra lawsuit on April 28, 2016. Similarly, on June 28, 2016, the court in the Wollnik lawsuit entered a stipulated order staying proceedings in the Wollnik lawsuit in favor of the Oswald lawsuit. On June 17, 2016, the plaintiff in the Oswald lawsuit filed an amended complaint. On August 1, 2016, the Company filed a motion to dismiss for failure by plaintiff to make a pre-lawsuit demand on the Board, which motion was heard on October 14, 2016. The judge in the Oswald lawsuit issued an order on November 7, 2016 granting the Company’s motion to dismiss, without prejudice. In addition, the court stayed the case so that plaintiff could exercise whatever rights he had under Section 220 of the Delaware General Corporation Law. On or around November 30, 2016, the plaintiff purported to serve a books and records demand under Section 220 of the Delaware General Corporation Law. The Company responded to that demand. On March 21, 2017, the Company and the plaintiff in the Oswald lawsuit filed a stipulation and proposed order lifting the stay of the case, granting the plaintiff leave to amend, and setting a briefing schedule. That stipulation proposed that the judge’s stay of the case entered November 7, 2016 be lifted, that a stay of proceedings as to the individual defendants that the judge previously entered remain in place, that the plaintiff may file a second amended complaint on or before April 10, 2017, that the Company may file a motion to dismiss that second amended complaint on or before May 12, 2017, that the plaintiff’s opposition to such a motion to dismiss shall be filed on or before June 12, 2017, that the Company’s reply in support of such a motion shall be filed on or before June 30, 2017, and that the hearing on such a motion to dismiss shall be held on August 11, 2017 or such other date as the court may order. On March 22, 2017, the court entered an order approving that stipulation. The plaintiff in the Oswald lawsuit filed his second amended complaint on April 10, 2017. The Company then filed a motion to dismiss that second amended complaint on May 12, 2017, the plaintiff filed an opposition to that motion to dismiss on June 12, 2017, and the Company filed a reply in support of the motion on June 30, 2017. The hearing on that motion to dismiss was rescheduled by stipulation of the parties to September 22, 2017 and then further rescheduled by the court to October 6, 2017. The hearing on that motion to dismiss was held on October 6, 2017, and that day the court entered a minute entry indicating the motion would be denied. On October 22, 2017, the court issued its written order denying the motion to dismiss on the basis of demand futility. On December 15, 2017, the court held a status conference. On January 3, 2018, the court entered a stipulated order setting a response and briefing schedule for defendants to the second amended complaint. Pursuant to the schedule, defendants filed motions to dismiss under Rule 12(b)(6) on January 16, 2018. Plaintiff filed his opposition brief on February 14, 2018. Defendants’ reply briefs are due on March 2, 2018. The court heard argument on the motions to dismiss on March 23, 2018 and took the matters under submission. On October 18, 2017, the court in the Wollnik lawsuit conducted a case management conference, at the conclusion of which the court scheduled a complex determination hearing for November 28, 2017. The Company filed a notice of non-opposition to complex case designation and request for coordination with the Chopra lawsuit on October 24, 2017. The plaintiff in the Wollnik lawsuit filed a statement of non-opposition to complex case designation on or about November 27, 2017. The court continued the complex determination hearing to April 3, 2018. The Company intends to vigorously defend against these lawsuits. The Company cannot currently predict the impact or resolution of each of these lawsuits or reasonably estimate a range of possible loss, if any, which could be material, and the resolution of these lawsuits may harm the Company’s business and have a material adverse impact on its financial condition. 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, 2017 | |
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, 2017 expire at various dates during the next five years. The Company recognized rent expense of $1.6 million and $1.5 million for the years ended December 31, 2017 and 2016, 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, 2017 (in thousands): Operating Leases Purchase Commitments Other Contractual Commitments Total 2018 $ 1,275 $ 11,342 $ 25 $ 12,642 2019 1,122 — 12 1,134 2020 906 — 12 918 2021 653 — 12 665 2022 415 — 12 427 Thereafter 35 — — 35 Total $ 4,406 $ 11,342 $ 73 $ 15,821 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events On January 31, 2018, the Company entered into the Third Amendment to its Loan and Security Agreement with EWB. Under the Third Amendment, the revolving loan facility under the Loan and Security Agreement was increased from $10.0 million to $12.0 million, the interest rate was reduced from prime rate plus 2.0% to prime rate plus 1.0%, and a non-formula line of credit sublimit was added not to exceed $3.0 million. In addition, certain financial covenants were amended, including the definition of EBITDA, and certain reporting requirements have been streamlined. On February 5, 2018, the Company entered into the Fourth Amendment to its Loan and Security Agreement with EWB. Under the Fourth Amendment, EWB agreed to include as Permitted Indebtedness, as defined in the Loan and Security Agreement, the issuance of $2.0 million in subordinated unsecured promissory notes associated with the acquisition of 3VR, subject to certain terms and conditions. In addition, EWB agreed to include certain 3VR indebtedness, which remained outstanding subsequent to the acquisition, to one of its lenders as Permitted Indebtedness, subject to the Company repaying in full amounts outstanding within 5 business days of the closing of the acquisition. On February 14, 2018, the Company completed the acquisition of 3VR, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Eagle Acquisition, Inc., a California corporation and a wholly owned subsidiary of the Company (“Merger Sub”), 3VR, and Fortis Advisors LLC, a Delaware limited liability company, acting as Security Holder Representative. Pursuant to the Merger Agreement, at the effective time, Merger Sub merged with and into 3VR and 3VR became a wholly-owned subsidiary of the Company (the “Acquisition”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Merger Agreement. Under the terms of the Merger Agreement, at the closing of the acquisition, the Company was obligated to pay an aggregate consideration of approximately $6.9 million, consisting of (i) approximately $1.6 million in cash, (ii) the issuance of subordinated unsecured promissory notes by the Company in an aggregate principal amount of $2.0 million, and (iii) the issuance of shares of the Company’s common stock with a value of approximately $3.3 million. An aggregate of $1.0 million of the Company’s common stock issued at the closing of the transaction will be held back for up to 12 months following the closing for the satisfaction of certain indemnification claims. Additionally, in the event that the surviving corporation achieves $24.1 million in product shipments in 2018, the Company will be obligated to issue a further earn-out consideration of $3.5 million payable in shares of the Company’s common stock (subject to certain conditions) with a potential maximum earn-out value of $7.0 million in the event that such shipments exceed $48.2 million. Further, in calendar year 2019, the Company may also be obligated to pay, in cash, and subject to certain conditions, contingent consideration equal to the lesser of (A) 35% of the gross margin of certain products sold and services rendered by 3VR in 2018 pursuant to a supply arrangement and (B) $25.0 million, each subject to adjustments. On February 14, 2018, the Company completed the acquisition of 3VR. As part of the transaction, the Company assumed indebtedness payable to 3VR’s lender and on February 21, 2018, the Company paid 3VR’s lender $3.6 million in full repayment of all indebtedness outstanding of 3VR. On March 6, 2018, the Company entered into the Fifth Amendment to its Loan and Security Agreement with EWB. Under the Fifth Amendment, the revolving loan facility under the Loan and Security Agreement was increased from $12.0 million to $16.0 million. In addition, certain definitions were amended, including the definition of Borrowing Base. |
Organization and Summary of S21
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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 have been made to the fiscal year 2016 financial statements to conform to the fiscal year 2017 presentation. The reclassifications had no impact on net loss, total assets, or stockholders’ equity. |
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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 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 quarters of 2017 and 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 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. Costs incurred subsequent to achieving technological feasibility have not been significant and generally have been expensed as incurred. At December 31, 2017, the amount of capitalized software development costs totaled $0.2 million and is included in prepaid expenses and other current assets in the accompanying consolidated balance sheet. No software development costs were capitalized in 2016. 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 in the amount of $0.2 million and $0.4 million for the years ended December 31, 2017 and 2016, 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 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 years ended December 31, 2017 and 2016, respectively. No customer accounted for more than 10% of the Company’s accounts receivable balance at December 31, 2017 or 2016. 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, 2017 and 2016 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 losses of $0.4 million in 2017 and currency gains of less than $0.1 million in 2016. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption. In March 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-09, Compensation – Stock Compensation In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Summary of Outstanding Warrants Issued by Company | Below is a summary of outstanding warrants issued by the Company as of December 31, 2017: Warrant Type Number of Shares Issuable Upon Exercise Weighted Average Exercise Price Issue Date Expiration Date 2014 Consultant Warrant 85,000 $ 10.70 August 13, 2014 August 13, 2019 East West Bank Warrant 40,000 3.64 February 8, 2017 February 8, 2022 VLL7 and VLL8 Warrants 580,000 2.00 February 8, 2017 February 8, 2022 2017 Consultant Warrant 60,000 4.60 February 8, 2017 February 8, 2019 Total 765,000 |
Summary of Activity under Stock-Based Compensation Plans | A summary of activity for the Company’s stock options for the year ended December 31, 2017 follows: Number Outstanding Average Exercise Price per Share Weighted Average Remaining Contractual Term (Years) Average Intrinsic Value Balance at December 31, 2016 832,941 $ 7.11 $ — Granted — — Cancelled or Expired (160,500 ) 10.58 Exercised — — Balance at December 31, 2017 672,441 $ 6.28 7.48 $ — Vested or expected to vest at December 31, 2017 661,204 $ 6.31 7.46 $ — Exercisable at December 31, 2017 467,003 $ 6.99 7.11 $ — |
Summary Information about Stock Options Outstanding | The following table summarizes information about stock options outstanding as of December 31, 2017: 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 - $7.20 479,810 8.22 $ 4.48 285,359 $ 4.57 $7.50 - $11.30 162,394 5.95 9.27 151,407 9.23 $12.00 - $19.70 17,396 4.50 13.66 17,396 13.66 $21.70 - $29.20 12,841 3.28 25.35 12,841 25.35 $4.36 - $29.20 672,441 467,003 |
Weighted-average Assumptions Used in Estimating Fair Value of Stock Option Grants by Using Black-Scholes Pricing Model | The fair value of stock option grants was estimated using the Black Scholes pricing model with the following weighted-average assumptions for the year ended December 31, 2016: 2017 2016 Risk-free interest rate N/A 1.25% Expected volatility N/A 78.4% Expected term in years N/A 4.77 Dividend yield N/A 0.0% |
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, 2017: Number Outstanding Weighted Average Fair Value Balance at December 31, 2016 1,973,459 $ 2.80 Granted 399,551 4.64 Vested (702,048 ) 3.19 Forfeited (210,918 ) 3.01 Balance at December 31, 2017 1,460,044 $ 3.08 Shares vested but not released 312,222 2.64 |
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, 2017 and 2016 (in thousands): Year Ended December 31, 2017 2016 Cost of revenue $ 82 $ 76 Research and development 480 352 Selling and marketing 651 632 General and administrative 1,267 1,782 Total $ 2,480 $ 2,842 |
Schedule of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance as of December 31, 2017 was as follows: Exercise of outstanding stock options, vesting of RSUs, and issuance of RSUs vested but not released 2,444,707 ESPP 293,888 Shares of common stock available for grant under the 2011 Plan 473,624 Noncontrolling interest in Bluehill ID AG 10,355 Warrants to purchase common stock 765,000 Shares of common stock issuable on conversion of Series B Preferred Stock 5,000,000 Total 8,987,574 |
Common Stock Equivalents Excluded from Diluted Net loss Per Share | The following common stock equivalents have been excluded from diluted net loss per share for the fiscal years ended December 31, 2017 and 2016 because their inclusion would be anti-dilutive: December 31, 2017 2016 Shares of common stock subject to outstanding RSUs 1,460,044 1,973,459 Shares of common stock subject to outstanding options 672,441 832,941 Shares of common stock subject to outstanding warrants 765,000 671,878 Shares of common stock reserved to acquire remaining share of noncontrolling interest 10,355 10,355 Shares of common stock issuable upon conversion of Series B Preferred Stock 3,000,000 — Total 5,907,840 3,488,633 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 Raw materials $ 3,700 $ 3,346 Work-in-progress 22 285 Finished goods 7,404 7,965 Total $ 11,126 $ 11,596 |
Property and Equipment, Net | Property and equipment, net consists of (in thousands): December 31, 2017 2016 Building and leasehold improvements $ 1,917 $ 1,884 Furniture, fixtures and office equipment 1,771 2,002 Plant and machinery 9,411 8,848 Purchased software 2,050 1,717 Total 15,149 14,451 Accumulated depreciation (13,106 ) (12,035 ) Property and equipment, net $ 2,043 $ 2,416 |
Other Accrued Expenses and Liabilities | Other accrued expenses and liabilities consist of (in thousands): December 31, 2017 2016 Accrued professional fees $ 1,065 $ 2,371 Accrued restructuring - 237 Income taxes payable 19 334 Other accrued expenses 936 2,090 Total $ 2,020 $ 5,032 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
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, 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 Gross carrying amount at December 31, 2017 $ 4,600 $ 10,639 $ 15,239 Accumulated amortization (3,257 ) (7,617 ) (10,874 ) Intangible Assets, net at December 31, 2017 $ 1,343 $ 3,022 $ 4,365 |
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, 2017 and 2016 (in thousands): Year Ended December 31, 2017 2016 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): 2018 $ 1,455 2019 1,455 2020 1,455 Thereafter — Total $ 4,365 |
Long-Term Payment Obligation (T
Long-Term Payment Obligation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 is as follows (in thousands): 2018 $ 1,237 2019 1,286 2020 1,433 2021 369 Present value discount factor (439 ) Total 3,886 Less: Current portion - payment obligation (888 ) Long-term payment obligation $ 2,998 |
Financial Liabilities (Tables)
Financial Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Financial Liabilities | Financial liabilities consist of (in thousands): December 31, 2017 2016 Secured term loan $ 5,000 $ 10,000 Bank revolving loan facility 8,736 8,300 Total before discount and debt issuance costs 13,736 18,300 Less: Current portion of financial liabilities (9,829 ) (8,119 ) Less: Current portion of unamortized discount and debt issuance costs (404 ) (181 ) Less: Long-term portion of unamortized discount and debt issuance costs (582 ) (221 ) Long-term financial liabilities $ 2,921 $ 9,779 |
Summary of Timing of Repayment Obligations for Company’s Long-term Financial Liabilities for Next Three Years | The following table summarizes the timing of repayment obligations for the Company’s long-term financial liabilities for the next three years under the current terms of the Term Loan Facility at December 31, 2017 (in thousands): 2018 2019 2020 Total Bank term loan facility $ 1,497 $ 2,014 $ 1,489 $ 5,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Loss before Income Taxes for Domestic and Non-U.S. Operations | Loss before income taxes for domestic and non-U.S. operations is as follows (in thousands): 2017 2016 Loss from operations before income taxes and noncontrolling interest: U.S. $ (5,617 ) $ (13,284 ) Foreign (2,749 ) (287 ) Loss from operations before income taxes and noncontrolling interest $ (8,366 ) $ (13,571 ) |
Benefit (Provision) for Income Taxes | The benefit (provision) for income taxes consisted of the following (in thousands): December 31, 2017 2016 Deferred: Federal $ — $ — State — — Foreign — — $ — $ — Current Federal $ — $ — State (33 ) (25 ) Foreign 247 (107 ) Total current 214 (132 ) Total benefit (provision) for income taxes $ 214 $ (132 ) |
Significant Items Making up Deferred Tax Assets and Liabilities | Significant items making up deferred tax assets and liabilities are as follows (in thousands): December 31, 2017 2016 Deferred tax assets: Allowances not currently deductible for tax purposes $ 1,177 $ 2,844 Net operating loss carryforwards 56,989 64,741 Accrued and other 1,977 7,149 60,143 74,734 Less valuation allowance (58,248 ) (71,023 ) 1,895 3,711 Deferred tax liability: Depreciation and amortization (1,085 ) (2,220 ) Other (810 ) (1,491 ) (1,895 ) (3,711 ) 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 operations is as follows (in thousands): December 31, 2017 2016 Income tax benefit at statutory federal tax rate of 34% $ 2,845 $ 4,711 State taxes, net of federal benefit (22 ) (17 ) Foreign taxes provisions provided for at rates other than U.S statutory rate (687 ) (424 ) Federal rate adjustment (15,780 ) — Change in valuation allowance 13,931 (4,064 ) Permanent differences 200 — Other (273 ) (338 ) Total benefit (provision) for income taxes 214 (132 ) |
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): 2017 2016 Balance at January 1 $ 2,874 $ 3,223 Additions based on tax positions related to the current year 2 1 Additions for tax positions of prior years 2 — Reductions in prior year tax positions — (350 ) Balance at December 31 $ 2,878 $ 2,874 |
Segment Reporting and Geograp28
Segment Reporting and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 are as follows (in thousands): Year Ended December 31, 2017 2016 Premises: Net revenue $ 24,154 $ 24,696 Gross profit 13,669 14,034 Gross profit margin 57 % 57 % Identity: Net revenue 14,293 12,902 Gross profit 5,117 5,015 Gross profit margin 36 % 39 % Credentials: Net revenue 21,772 17,992 Gross profit 3,374 4,427 Gross profit margin 15 % 25 % All Other: Net revenue — 578 Gross profit — 253 Gross profit margin — 44 % Total: Net revenue 60,219 56,168 Gross profit 22,160 23,729 Gross profit margin 37 % 42 % Operating expenses: Research and development 6,146 6,520 Selling and marketing 13,452 14,032 General and administrative 7,241 11,309 Restructuring and severance (49 ) 3,088 Total operating expenses: 26,790 34,949 Loss from operations (4,630 ) (11,220 ) Non-operating income (expense): Interest expense, net (2,590 ) (2,378 ) Loss on extinguishment of debt (788 ) — Foreign currency (losses) gains, net (358 ) 27 Loss before income taxes and noncontrolling interest $ (8,366 ) $ (13,571 ) |
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, 2017 2016 Americas $ 40,018 $ 38,135 Europe and the Middle East 7,887 8,589 Asia-Pacific 12,314 9,444 Total $ 60,219 $ 56,168 Revenues: Americas 67 % 68 % Europe and the Middle East 13 % 15 % Asia-Pacific 20 % 17 % Total 100 % 100 % |
Long-Lived Assets by Geographic Location | Long-lived assets by geographic location as of December 31, 2017 and 2016 are as follows (in thousands): December 31, 2017 2016 Property and equipment, net: Americas $ 868 $ 1,100 Europe and the Middle East 89 162 Asia-Pacific 1,086 1,154 Total property and equipment, net $ 2,043 $ 2,416 |
Summary of Company's Net Revenues | The Company’s net revenue is represented by the following product categories as of December 31, 2017 and 2016 (in thousands): Year Ended December 31, 2017 2016 Logical and physical access control readers $ 18,601 $ 17,671 Controller panels 14,637 14,919 Tags and transponders 13,089 10,890 Access cards and provisioning 8,396 7,107 Services 3,816 3,258 Third party access control products 1,014 1,645 Software 666 100 Other — 578 Total $ 60,219 $ 56,168 |
Restructuring and Severance (Ta
Restructuring and Severance (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 sheet at December 31, 2016. Restructuring and severance activities during the years ended December 31, 2017 and December 31, 2016 were as follows (in thousands): Year Ended December 31, 2017 2016 Balance at beginning of period $ 237 $ 633 Restructuring expense incurred for the period (49 ) 3,088 Other cost reduction activities for the period — — Payments and non-cash item adjustment during the period (188 ) (3,484 ) Balance at end of period $ — $ 237 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 (in thousands): Operating Leases Purchase Commitments Other Contractual Commitments Total 2018 $ 1,275 $ 11,342 $ 25 $ 12,642 2019 1,122 — 12 1,134 2020 906 — 12 918 2021 653 — 12 665 2022 415 — 12 427 Thereafter 35 — — 35 Total $ 4,406 $ 11,342 $ 73 $ 15,821 |
Organization and Summary of S31
Organization and Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2017USD ($)Customer | Dec. 31, 2016USD ($)Customer | |
Accounting Policies [Line Items] | ||
Capitalized software development costs | $ 200,000 | $ 0 |
Amortization expense | $ 1,455,000 | $ 1,455,000 |
Concentration Risk, Customer | No customer accounted for more than 10% of net revenue for the years ended December 31, 2017 and 2016, respectively. No customer accounted for more than 10% of the Company’s accounts receivable balance at December 31, 2017 or 2016. | |
Number of major customer represented stated percentage of total net revenue | Customer | 0 | 0 |
Number of customers who accounted for more than 10% accounts receivable balance | Customer | 0 | 0 |
Foreign currency translation and transactions gains (losses) | $ (400,000) | |
Maximum | ||
Accounting Policies [Line Items] | ||
Foreign currency translation and transactions gains (losses) | $ 100,000 | |
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 | $ 200,000 | $ 400,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
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 recurring basis | 0 | 0 |
Liability measured and recognized at fair value on non-recurring basis | 0 | 0 |
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 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Dec. 20, 2017 | Aug. 14, 2017 | Feb. 08, 2017 | May 12, 2016 | Aug. 13, 2014 | Aug. 14, 2013 | May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 06, 2011 |
Stockholders Equity [Line Items] | |||||||||||
Preferred stock, shares authorized | 10,000,000 | ||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||
Preferred stock, outstanding | 0 | 0 | |||||||||
Common stock reserved for future issuance | 8,987,574 | ||||||||||
Stock options granted | 0 | ||||||||||
Stock options exercised | 0 | 0 | |||||||||
Unrecognized compensation expense | $ 600,000 | ||||||||||
Unrecognized stock-based compensation expense, weighted average period of recognition | 1 year 6 months | ||||||||||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | $ 2,700,000 | $ 2,100,000 | |||||||||
Employee Stock Option | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Weighted-average grant date fair value per option for stock options granted | $ 4.36 | ||||||||||
Restricted Stock Units (RSUs) | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Unrecognized compensation expense | $ 2,300,000 | ||||||||||
Unrecognized stock-based compensation expense, weighted average period of recognition | 2 years 8 months 12 days | ||||||||||
Repurchase of common stock (in shares) | 178,207 | 109,192 | |||||||||
2010 Bonus and Incentive Plan | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Common stock reserved for future issuance | 0 | ||||||||||
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 | 1,460,044 | ||||||||||
2007 Plan and 2010 Plan | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Number of shares available for grant | 459,956 | ||||||||||
Loan and Security Agreements | East West Bank | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Borrowing capacity under credit facility | $ 10,000,000 | ||||||||||
Loan and Security Agreements | Venture Lending & Leasing VII and VIII, Inc. | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Amount borrowed under term loan | $ 10,000,000 | ||||||||||
2014 Consultant Warrant | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Warrant exercise price | $ 10.70 | $ 10.70 | |||||||||
Warrants expiration date | Aug. 13, 2019 | Aug. 13, 2019 | |||||||||
Warrants exercised | 0 | ||||||||||
EWB Warrant | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Warrants issued to purchase common stock | 40,000 | ||||||||||
Warrant exercise price | $ 3.64 | $ 3.64 | |||||||||
Warrants expiration date | Feb. 8, 2022 | Feb. 8, 2022 | |||||||||
Private placement warrant estimated volatility | 78.80% | ||||||||||
Private placement warrant risk free interest rate | 1.94% | ||||||||||
Private placement warrant dividend yield | 0.00% | ||||||||||
Private placement warrant expected life (in years) | 5 years | ||||||||||
Common stock warrants fair value | $ 125,000 | ||||||||||
Warrants expiration period | 5 years | ||||||||||
EWB Warrant | Loan and Security Agreements | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Warrants to purchase common stock cancelled | 400,000 | ||||||||||
VLL7 Warrant | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Warrants issued to purchase common stock | 290,000 | ||||||||||
Warrant exercise price | $ 2 | ||||||||||
Warrants expiration date | Feb. 8, 2022 | ||||||||||
Private placement warrant estimated volatility | 78.80% | ||||||||||
Private placement warrant risk free interest rate | 1.94% | ||||||||||
Private placement warrant dividend yield | 0.00% | ||||||||||
Private placement warrant expected life (in years) | 5 years | ||||||||||
Common stock warrants fair value | $ 1,037,500 | ||||||||||
Warrants expiration period | 5 years | ||||||||||
VLL7 Warrant | Loan and Security Agreements | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Warrants to purchase common stock cancelled | 400,000 | ||||||||||
VLL8 Warrant | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Warrants issued to purchase common stock | 290,000 | ||||||||||
Warrant exercise price | $ 2 | ||||||||||
Warrants expiration date | Feb. 8, 2022 | ||||||||||
Private placement warrant estimated volatility | 78.80% | ||||||||||
Private placement warrant risk free interest rate | 1.94% | ||||||||||
Private placement warrant dividend yield | 0.00% | ||||||||||
Private placement warrant expected life (in years) | 5 years | ||||||||||
Common stock warrants fair value | $ 1,037,500 | ||||||||||
Warrants expiration period | 5 years | ||||||||||
VLL8 Warrant | Loan and Security Agreements | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Warrants to purchase common stock cancelled | 400,000 | ||||||||||
2017 Consultant Warrant | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Warrants issued to purchase common stock | 60,000 | ||||||||||
Warrant exercise price | $ 4.60 | $ 4.60 | |||||||||
Warrants expiration date | Feb. 8, 2019 | Feb. 8, 2019 | |||||||||
Private placement warrant estimated volatility | 78.80% | ||||||||||
Private placement warrant risk free interest rate | 1.22% | ||||||||||
Private placement warrant dividend yield | 0.00% | ||||||||||
Private placement warrant expected life (in years) | 2 years | ||||||||||
Common stock warrants fair value | $ 119,000 | ||||||||||
Warrants expiration period | 2 years | ||||||||||
2013 Private Placement Warrants | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Number of warrants expired unexercised | 186,878 | ||||||||||
Common Stock | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Issuance of stock (in shares) | 2,845,000 | ||||||||||
Underwritten Public Offering | Common Stock | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Sale of stock | 2,845,360 | ||||||||||
Public offering price, per share | $ 4.85 | ||||||||||
Proceeds from sale of stock in initial public offering | $ 12,600,000 | ||||||||||
Underwriting discount and other offering related expenses | $ 1,200,000 | ||||||||||
Private Placement | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Issuance of stock (in shares) | 834,847 | ||||||||||
Shares issued, price per share | $ 8.50 | ||||||||||
Warrants issued to purchase common stock | 747,969 | ||||||||||
Warrant exercise price | $ 10 | ||||||||||
Warrant term | 4 years | ||||||||||
Private Placement | Common Stock | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Warrants issued to purchase common stock | 834,847 | ||||||||||
Private Placement Agent | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Warrant exercise price | $ 10 | ||||||||||
Private Placement Agent | Common Stock | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Number of additional common stock to be purchased by the warrant | 100,000 | ||||||||||
Maximum | Common Stock | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Shares issued, price per share | $ 4 | ||||||||||
Maximum | Common Stock | 2014 Consultant Warrant | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Warrants issued to purchase common stock | 85,000 | ||||||||||
Series A Participating Preferred Stock | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Preferred stock, shares authorized | 40,000 | ||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||
Preferred stock, outstanding | 0 | 0 | |||||||||
Series B Preferred Stock | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, outstanding | 3,000,000 | ||||||||||
Shares issued, price per share | $ 4 | ||||||||||
Total purchase price payable | $ 20,000,000 | ||||||||||
Convertible preferred stock, terms of conversion | Each Share shall be convertible into the Company’s common stock (i) following the sixth (6th) anniversary of the initial closing of the Private Placement or (ii) if earlier, during the thirty (30) day period following the last trading day of any period of three (3) or more consecutive trading days that the closing market price of the Company’s common stock exceeds $10.00. Each Share is convertible at the option of the holder of shares of Series B Preferred Stock into such number of shares of the Company’s common stock | ||||||||||
Percentage of beneficially ownership limitation in excess of outstanding common stock immediately after effect to applicable conversion | 19.90% | ||||||||||
Minimum conversion price | $ 3.27 | ||||||||||
Dividend payment terms | Each Share is entitled to an annual dividend of 5% for the first six (6) years following the issuance of such Share and 3% for each year thereafter, with the Company retaining the option to settle each year’s dividend after the tenth (10th) year in cash. The dividends accrue and are payable in kind upon such time as the Shares convert into the Company’s common stock | ||||||||||
Annual dividend for first six years | 5.00% | ||||||||||
Annual dividend for each year after sixth year | 3.00% | ||||||||||
Expected price per share distributable to stockholders | $ 4 | ||||||||||
Series B Preferred Stock | Common Stock | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Preferred stock shares convertible into common stock | 3,000,000 | ||||||||||
Series B Preferred Stock | Private Placement at Initial Closing of Transaction | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Issuance of stock (in shares) | 3,000,000 | ||||||||||
Shares issued, price per share | $ 4 | ||||||||||
Total purchase price payable | $ 12,000,000 | ||||||||||
Series B Preferred Stock | Private Placement at Second Closing of Transaction | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Issuance of stock (in shares) | 2,000,000 | ||||||||||
Shares issued, price per share | $ 4 | ||||||||||
Total purchase price payable | $ 8,000,000 | ||||||||||
Series B Preferred Stock | Maximum | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||||
Preferred stock, issued | 5,000,000 |
Summary of Outstanding Warrants
Summary of Outstanding Warrants Issued by Company (Detail) - $ / shares | Feb. 08, 2017 | Aug. 13, 2014 | Dec. 31, 2017 |
Class Of Warrant Or Right [Line Items] | |||
Number of Shares Issuable Upon Exercise | 765,000 | ||
2014 Consultant Warrant | |||
Class Of Warrant Or Right [Line Items] | |||
Number of Shares Issuable Upon Exercise | 85,000 | ||
Weighted Average Exercise Price | $ 10.70 | $ 10.70 | |
Issue Date | Aug. 13, 2014 | ||
Expiration Date | Aug. 13, 2019 | Aug. 13, 2019 | |
East West Bank Warrant | |||
Class Of Warrant Or Right [Line Items] | |||
Number of Shares Issuable Upon Exercise | 40,000 | ||
Weighted Average Exercise Price | $ 3.64 | $ 3.64 | |
Issue Date | Feb. 8, 2017 | ||
Expiration Date | Feb. 8, 2022 | Feb. 8, 2022 | |
VLL7 and VLL8 Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Number of Shares Issuable Upon Exercise | 580,000 | ||
Weighted Average Exercise Price | $ 2 | ||
Issue Date | Feb. 8, 2017 | ||
Expiration Date | Feb. 8, 2022 | ||
2017 Consultant Warrant | |||
Class Of Warrant Or Right [Line Items] | |||
Number of Shares Issuable Upon Exercise | 60,000 | ||
Weighted Average Exercise Price | $ 4.60 | $ 4.60 | |
Issue Date | Feb. 8, 2017 | ||
Expiration Date | Feb. 8, 2019 | Feb. 8, 2019 |
Summary of Activity under Stock
Summary of Activity under Stock-Based Compensation Plans (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stock Options Number Outstanding | ||
Beginning Balance | 832,941 | |
Granted | 0 | |
Cancelled or Expired | (160,500) | |
Exercised | 0 | 0 |
Ending Balance | 672,441 | 832,941 |
Vested or expected to vest at December 31, 2017 | 661,204 | |
Exercisable at December 31, 2017 | 467,003 | |
Stock Options Average Exercise Price per share | ||
Beginning Balance | $ 7.11 | |
Cancelled or Expired | 10.58 | |
Ending Balance | 6.28 | $ 7.11 |
Vested or expected to vest at December 31, 2017 | 6.31 | |
Exercisable at December 31, 2017 | $ 6.99 | |
Stock Options Remaining Contractual Life (in years) | ||
Remaining Contractual Life | 7 years 5 months 23 days | |
Vested or expected to vest at December 31, 2017 | 7 years 5 months 16 days | |
Exercisable at December 31, 2017 | 7 years 1 month 9 days |
Summary Information about Stock
Summary Information about Stock Options Outstanding (Detail) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
$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 | 479,810 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 8 years 2 months 19 days |
Options Outstanding Weighted Average Exercise Price | $ 4.48 |
Options Number Exercisable | shares | 285,359 |
Options Exercisable Weighted Average Exercise Price | $ 4.57 |
$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 | 162,394 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 5 years 11 months 12 days |
Options Outstanding Weighted Average Exercise Price | $ 9.27 |
Options Number Exercisable | shares | 151,407 |
Options Exercisable Weighted Average Exercise Price | $ 9.23 |
$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 | 17,396 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 4 years 6 months |
Options Outstanding Weighted Average Exercise Price | $ 13.66 |
Options Number Exercisable | shares | 17,396 |
Options Exercisable Weighted Average Exercise Price | $ 13.66 |
$21.70 - $29.20 | |
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 | $ 29.20 |
Options Number Outstanding | shares | 12,841 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 3 years 3 months 11 days |
Options Outstanding Weighted Average Exercise Price | $ 25.35 |
Options Number Exercisable | shares | 12,841 |
Options Exercisable Weighted Average Exercise Price | $ 25.35 |
$4.36 - $29.20 | |
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 | $ 29.20 |
Options Number Outstanding | shares | 672,441 |
Options Number Exercisable | shares | 467,003 |
Weighted-Average Assumptions Us
Weighted-Average Assumptions Used in Estimating Fair Value of Stock Option Grants by Using Black-Scholes Pricing 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, 2017$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Beginning Balance, Number Outstanding | shares | 1,973,459 |
Granted, Number Outstanding | shares | 399,551 |
Vested, Number Outstanding | shares | (702,048) |
Forfeited, Number Outstanding | shares | (210,918) |
Ending Balance, Number Outstanding | shares | 1,460,044 |
Shares vested but not released, Number Outstanding | shares | 312,222 |
Beginning Balance, Weighted Average Fair Value | $ / shares | $ 2.80 |
Granted, Weighted Average Fair Value | $ / shares | 4.64 |
Vested, Weighted Average Fair Value | $ / shares | 3.19 |
Forfeited, Weighted Average Fair Value | $ / shares | 3.01 |
Ending Balance, Weighted Average Fair Value | $ / shares | 3.08 |
Shares vested but not released, Weighted Average Fair Value | $ / shares | $ 2.64 |
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, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | $ 2,480 | $ 2,842 |
Cost of revenue | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | 82 | 76 |
Research and Development Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | 480 | 352 |
Selling and Marketing Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | 651 | 632 |
General and Administrative Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | $ 1,267 | $ 1,782 |
Summary of Common Stock Reserve
Summary of Common Stock Reserved for Future Issuance (Detail) | Dec. 31, 2017shares |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Common stock reserved for future issuance | 8,987,574 |
Exercise of Outstanding Stock Options, Vesting of RSUs, and Issuance of RSUs Vested but not Released | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Common stock reserved for future issuance | 2,444,707 |
ESPP | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Common stock reserved for future issuance | 293,888 |
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 | 473,624 |
Noncontrolling Interest in Bluehill ID AG | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Common stock reserved for future issuance | 10,355 |
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 | 765,000 |
Shares of Common Stock Issuable on Conversion of Series B Preferred Stock | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Common stock reserved for future issuance | 5,000,000 |
Net Loss per Common Share Attri
Net Loss per Common Share Attributable to Identiv Stockholders' Equity (Detail) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents diluted net loss per share inclusion anti-dilutive | 5,907,840 | 3,488,633 |
RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents diluted net loss per share inclusion anti-dilutive | 1,460,044 | 1,973,459 |
Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents diluted net loss per share inclusion anti-dilutive | 672,441 | 832,941 |
Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents diluted net loss per share inclusion anti-dilutive | 765,000 | 671,878 |
Noncontrolling Interest | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents diluted net loss per share inclusion anti-dilutive | 10,355 | 10,355 |
Shares of Common Stock Issuable upon Conversion of Series B Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents diluted net loss per share inclusion anti-dilutive | 3,000,000 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 3,700 | $ 3,346 |
Work-in-progress | 22 | 285 |
Finished goods | 7,404 | 7,965 |
Total | $ 11,126 | $ 11,596 |
Property and Equipment, Net (De
Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 15,149 | $ 14,451 |
Accumulated depreciation | (13,106) | (12,035) |
Property and equipment, net | 2,043 | 2,416 |
Building and Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,917 | 1,884 |
Furniture, Fixtures and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,771 | 2,002 |
Plant and Machinery | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 9,411 | 8,848 |
Purchased Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 2,050 | $ 1,717 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 1.3 | $ 1.7 |
Other Accrued Expenses and Liab
Other Accrued Expenses and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Liabilities And Other Liabilities Current [Abstract] | ||
Accrued professional fees | $ 1,065 | $ 2,371 |
Accrued restructuring | 237 | |
Income taxes payable | 19 | 334 |
Other accrued expenses | 936 | 2,090 |
Total | $ 2,020 | $ 5,032 |
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, 2017 | Dec. 31, 2016 | |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 15,239 | $ 15,239 |
Accumulated amortization | (10,874) | (9,419) |
Intangible Assets, net | $ 4,365 | 5,820 |
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 | (3,257) | (2,809) |
Intangible Assets, net | 1,343 | 1,791 |
Customer Relationship | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 10,639 | 10,639 |
Accumulated amortization | (7,617) | (6,610) |
Intangible Assets, net | $ 3,022 | $ 4,029 |
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, 2017 | Dec. 31, 2016 | |
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, 2017 | Dec. 31, 2016 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,018 | $ 1,455 | |
2,019 | 1,455 | |
2,020 | 1,455 | |
Intangible Assets, net | $ 4,365 | $ 5,820 |
Long-Term Payment Obligation -
Long-Term Payment Obligation - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2012 | |
Related Party Transaction [Line Items] | |||
Interest accreted on long-term payment obligation | $ 0.3 | $ 0.4 | |
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) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||
Less: Current portion - payment obligation | $ (888) | $ (786) |
Long-term payment obligation | 2,998 | $ 3,987 |
Hirsch Electronics | ||
Related Party Transaction [Line Items] | ||
2,018 | 1,237 | |
2,019 | 1,286 | |
2,020 | 1,433 | |
2,021 | 369 | |
Present value discount factor | (439) | |
Total | 3,886 | |
Less: Current portion - payment obligation | (888) | |
Long-term payment obligation | $ 2,998 |
Summary of Financial Liabilitie
Summary of Financial Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total before discount and debt issuance costs | $ 13,736 | $ 18,300 |
Less: Current portion of financial liabilities | (9,829) | (8,119) |
Less: Current portion of unamortized discount and debt issuance costs | (404) | (181) |
Less: Long-term portion of unamortized discount and debt issuance costs | (582) | (221) |
Long-term financial liabilities | 2,921 | 9,779 |
Secured Term Loan | ||
Debt Instrument [Line Items] | ||
Total before discount and debt issuance costs | 5,000 | 10,000 |
Bank Revolving Loan Facility | ||
Debt Instrument [Line Items] | ||
Total before discount and debt issuance costs | $ 8,736 | $ 8,300 |
Financial Liabilities - Additio
Financial Liabilities - Additional Information (Detail) | Feb. 21, 2018USD ($) | Feb. 14, 2018USD ($) | Feb. 05, 2018USD ($) | Jan. 31, 2018USD ($) | Dec. 28, 2017USD ($) | Feb. 08, 2017USD ($)Facility | Dec. 31, 2017USD ($)shares | Mar. 06, 2018USD ($) | Dec. 31, 2016USD ($) | Mar. 31, 2014USD ($) |
Debt Instrument [Line Items] | ||||||||||
Gain (loss) on extinguishment of debt | $ (788,000) | |||||||||
Payment of debt instrument, aggregate principal amount | 58,741,000 | |||||||||
Debt instrument, outstanding prinicipal balance | $ 13,736,000 | $ 18,300,000 | ||||||||
3VR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Date of acquisition completed | Feb. 14, 2018 | |||||||||
Subsequent Event | 3VR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Business combination, issuance of notes | $ 2,000,000 | |||||||||
Date of acquisition completed | Feb. 14, 2018 | |||||||||
Repayment of indebtedness outstanding of acquiree | $ 3,600,000 | |||||||||
Opus Bank Warrant, New Opus Warrant 1 and New Opus Warrant 2 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants to purchase common stock cancelled | shares | 400,000 | |||||||||
Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amount borrowed under term loan | $ 5,000,000 | |||||||||
Loan maturity date | Aug. 8, 2020 | |||||||||
Debt instrument, interest per annum rate | 12.50% | |||||||||
Debt instrument scheduled interest accrued and payable | 80.00% | |||||||||
Debt instrument, interest term | 12 months | |||||||||
Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loan facility payable date | Feb. 8, 2018 | |||||||||
Line of credit facility early termination fee percentage | 1.00% | |||||||||
Line of credit facility additional cash early termination fee percentage | 1.00% | |||||||||
Interest payable monthly date | Mar. 1, 2017 | |||||||||
Termination fee mature date | Feb. 8, 2018 | |||||||||
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 | |||||||||
Debt instrument, outstanding prinicipal balance | $ 8,736,000 | $ 8,300,000 | ||||||||
Revolving Credit Facility | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility liquidity covenant in cash | $ 4,000,000 | |||||||||
Revolving Credit Facility | Maximum | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit sublimit | $ 3,000,000 | |||||||||
Revolving Credit Facility | Prime Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of interest rate | 2.00% | |||||||||
Loan facility payable date | Feb. 8, 2019 | |||||||||
Revolving Credit Facility | Prime Rate | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of interest rate | 1.00% | |||||||||
Opus Bank | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amount borrowed under term loan | $ 10,000,000 | |||||||||
Borrowing capacity under credit facility | $ 10,000,000 | |||||||||
Net present value of cash flows minimum positive difference percentage on new agreement | 10.00% | |||||||||
Gain (loss) on extinguishment of debt | $ 1,000,000 | |||||||||
Venture Lending & Leasing VII and VIII, Inc. | Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Gain (loss) on extinguishment of debt | $ (1,800,000) | |||||||||
Payment of debt instrument, aggregate principal amount | 5,000,000 | |||||||||
Debt instrument, outstanding prinicipal balance | 10,000,000 | |||||||||
Debt instrument payment, principal and interest | 5,900,000 | |||||||||
Debt instrument, outstanding principal | 5,000,000 | |||||||||
Debt instrument, accrued and unpaid interest outstanding | $ 900,000 | |||||||||
Venture Lending & Leasing VII and VIII, Inc. | Loan and Security Agreements | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amount borrowed under term loan | $ 10,000,000 | |||||||||
East West Bank | Loan and Security Agreements | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowing capacity under credit facility | $ 10,000,000 | |||||||||
East West Bank | Loan and Security Agreements | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowing capacity under credit facility | $ 12,000,000 | $ 16,000,000 | ||||||||
East West Bank | Loan and Security Agreements | Subsequent Event | 3VR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Business combination, issuance of notes | $ 2,000,000 |
Summary of Timing of Repayment
Summary of Timing of Repayment Obligations for Company's Long-term Financial Liabilities for Next Three Years (Detail) - Term Loan $ in Thousands | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |
2,018 | $ 1,497 |
2,019 | 2,014 |
2,020 | 1,489 |
Total | $ 5,000 |
Loss before Income Taxes for Do
Loss before Income Taxes for Domestic and Non-U.S. Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Loss from operations before income taxes and noncontrolling interest: | ||
U.S. | $ (5,617) | $ (13,284) |
Foreign | (2,749) | (287) |
Loss before income taxes and noncontrolling interest | $ (8,366) | $ (13,571) |
Benefit (Provision) for Income
Benefit (Provision) for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current | ||
State | $ (33) | $ (25) |
Foreign | 247 | (107) |
Total current | 214 | (132) |
Total benefit (provision) for income taxes | $ 214 | $ (132) |
Significant Items Making up Def
Significant Items Making up Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Components Of Deferred Tax Assets And Liabilities [Abstract] | ||
Allowances not currently deductible for tax purposes | $ 1,177 | $ 2,844 |
Net operating loss carryforwards | 56,989 | 64,741 |
Accrued and other | 1,977 | 7,149 |
Deferred Tax Assets, Gross, Total | 60,143 | 74,734 |
Less valuation allowance | (58,248) | (71,023) |
Deferred Tax Assets, Net of Valuation Allowance, Total | 1,895 | 3,711 |
Depreciation and amortization | (1,085) | (2,220) |
Other | (810) | (1,491) |
Deferred Tax Liabilities, Gross, Total | $ (1,895) | $ (3,711) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Line Items] | |||
Valuation allowance | $ 58,248,000 | $ 71,023,000 | |
Corporate federal tax rate | 34.00% | 34.00% | |
Net deferred tax asset | $ 1,895,000 | $ 3,711,000 | |
Net recognized deferred tax asset | 0 | ||
Decrease in net deferred assets | 15,800,000 | ||
Decrease of valuation allowance | $ 15,800,000 | ||
Net operating losses, carried back term | 2 years | ||
Net operating losses, carried forward term | 20 years | ||
Maximum offset percentage of indefinite carryforward operating loss | 80.00% | ||
Repatriation tax | $ 0 | ||
Operating loss carryforwards, expiration end year | 2,037 | ||
Liabilities for unrecognized tax benefits | $ 2,800,000 | 2,800,000 | |
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 | 1,000 | |
Interest accrued related to unrecognized tax benefits | 4,000 | 4,000 | |
Recognized total liability for penalties | 13,000 | 14,000 | |
Recognized total liability for interest | 28,000 | $ 32,000 | |
Federal | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | 108,500,000 | ||
State | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | 34,500,000 | ||
Foreign | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | $ 125,700,000 | ||
Maximum | |||
Income Taxes [Line Items] | |||
Corporate federal tax rate | 35.00% | ||
Scenario, Plan | |||
Income Taxes [Line Items] | |||
Corporate federal tax rate | 21.00% |
Reconciliation of Difference Be
Reconciliation of Difference Between Company's Income Tax Benefit (Provision) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Expense Benefit Continuing Operations Income Tax Reconciliation [Abstract] | ||
Income tax benefit at statutory federal tax rate of 34% | $ 2,845 | $ 4,711 |
State taxes, net of federal benefit | (22) | (17) |
Foreign taxes provisions provided for at rates other than U.S statutory rate | (687) | (424) |
Federal rate adjustment | (15,780) | |
Change in valuation allowance | 13,931 | (4,064) |
Permanent differences | 200 | |
Other | (273) | (338) |
Total benefit (provision) for income taxes | $ 214 | $ (132) |
Reconciliation of Difference 59
Reconciliation of Difference Between Company's Income Tax Provision (Parenthetical) (Detail) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure Reconciliation Of Difference Between Companies Income Tax Provision [Abstract] | ||
Statutory federal tax rate of income tax benefit | 34.00% | 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, 2017 | Dec. 31, 2016 | |
Disclosure Reconciliation Of Beginning And Ending Amount Of Unrecognized Tax Benefits [Abstract] | ||
Balance at January 1 | $ 2,874 | $ 3,223 |
Additions based on tax positions related to the current year | 2 | 1 |
Additions for tax positions of prior years | 2 | |
Reductions in prior year tax positions | (350) | |
Balance at December 31 | $ 2,878 | $ 2,874 |
Information Regarding Net Reven
Information Regarding Net Revenue and Gross Profit by Segment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 60,219 | $ 56,168 |
Gross profit | $ 22,160 | $ 23,729 |
Gross profit margin | 37.00% | 42.00% |
Operating expenses: | ||
Research and development | $ 6,146 | $ 6,520 |
Selling and marketing | 13,452 | 14,032 |
General and administrative | 7,241 | 11,309 |
Restructuring and severance | (49) | 3,088 |
Total operating expenses | 26,790 | 34,949 |
Loss from operations | (4,630) | (11,220) |
Non-operating income (expense): | ||
Interest expense, net | (2,590) | (2,378) |
Loss on extinguishment of debt | (788) | |
Foreign currency (losses) gains, net | (358) | 27 |
Loss before income taxes and noncontrolling interest | (8,366) | (13,571) |
Premises | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 24,154 | 24,696 |
Gross profit | $ 13,669 | $ 14,034 |
Gross profit margin | 57.00% | 57.00% |
Identity | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 14,293 | $ 12,902 |
Gross profit | $ 5,117 | $ 5,015 |
Gross profit margin | 36.00% | 39.00% |
Credentials | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 21,772 | $ 17,992 |
Gross profit | $ 3,374 | $ 4,427 |
Gross profit margin | 15.00% | 25.00% |
All Other | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 578 | |
Gross profit | $ 253 | |
Gross profit margin | 44.00% |
Information Regarding Net Rev62
Information Regarding Net Revenue by Geographic Region (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 60,219 | $ 56,168 |
Percentage of net revenue | 100.00% | 100.00% |
Americas | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 40,018 | $ 38,135 |
Percentage of net revenue | 67.00% | 68.00% |
Europe And Middle East | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 7,887 | $ 8,589 |
Percentage of net revenue | 13.00% | 15.00% |
Asia-Pacific | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 12,314 | $ 9,444 |
Percentage of net revenue | 20.00% | 17.00% |
Long-Lived Assets by Geographic
Long-Lived Assets by Geographic Location (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 2,043 | $ 2,416 |
Americas | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 868 | 1,100 |
Europe And Middle East | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 89 | 162 |
Asia-Pacific | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 1,086 | $ 1,154 |
Summary of Company's Net Revenu
Summary of Company's Net Revenues (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 60,219 | $ 56,168 |
Logical and physical access control readers | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 18,601 | 17,671 |
Controller panels | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 14,637 | 14,919 |
Tags and transponders | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 13,089 | 10,890 |
Access cards and provisioning | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 8,396 | 7,107 |
Services | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 3,816 | 3,258 |
Third party access control products | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 1,014 | 1,645 |
Software | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 666 | 100 |
Other | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 578 |
Restructuring and Severance - A
Restructuring and Severance - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring And Related Activities [Abstract] | ||
Restructuring and severance | $ (49) | $ 3,088 |
Restructuring and Severance (De
Restructuring and Severance (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring And Related Activities [Abstract] | ||
Restructuring and Severance Beginning Balance | $ 237 | $ 633 |
Restructuring expense incurred for the period | (49) | 3,088 |
Payments and non-cash item adjustment | $ (188) | (3,484) |
Restructuring and Severance Ending Balance | $ 237 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Commitment And Contingencies [Line Items] | ||
Operating leases expiration period | 5 years | |
Rent expense | $ 1.6 | $ 1.5 |
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, 2017USD ($) |
Operating Leases | |
2,018 | $ 1,275 |
2,019 | 1,122 |
2,020 | 906 |
2,021 | 653 |
2,022 | 415 |
Thereafter | 35 |
Contractual Obligation, Total | 4,406 |
Purchase Commitments | |
2,018 | 11,342 |
Contractual Obligation, Total | 11,342 |
Other Contractual Commitments | |
2,018 | 25 |
2,019 | 12 |
2,020 | 12 |
2,021 | 12 |
2,022 | 12 |
Contractual Obligation, Total | 73 |
Total Commitments | |
2,018 | 12,642 |
2,019 | 1,134 |
2,020 | 918 |
2,021 | 665 |
2,022 | 427 |
Thereafter | 35 |
Contractual Obligation, Total | $ 15,821 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Feb. 21, 2018 | Feb. 14, 2018 | Feb. 05, 2018 | Jan. 31, 2018 | Feb. 08, 2017 | Dec. 31, 2019 | Dec. 31, 2017 | Mar. 06, 2018 |
3VR | ||||||||
Subsequent Event [Line Items] | ||||||||
Date of acquisition completed | Feb. 14, 2018 | |||||||
3VR | Scenario, Forecast | ||||||||
Subsequent Event [Line Items] | ||||||||
Percentage of contingent consideration obligated to pay | 35.00% | |||||||
Amount of contingent consideration obligated to pay for each subject adjustments | $ 25,000,000 | |||||||
East West Bank | Loan and Security Agreements | ||||||||
Subsequent Event [Line Items] | ||||||||
Borrowing capacity under credit facility | $ 10,000,000 | |||||||
Subsequent Event | 3VR | ||||||||
Subsequent Event [Line Items] | ||||||||
Business combination, issuance of notes | $ 2,000,000 | |||||||
Date of acquisition completed | Feb. 14, 2018 | |||||||
Business combination, aggregate consideration | $ 6,900,000 | |||||||
Business combination, Payment of cash | 1,600,000 | |||||||
Business combination, issuance of common stock | 3,300,000 | |||||||
Business combination, issuance of common stock value held | 1,000,000 | |||||||
Product shipments have to be achieved to obligate earn-out consideration | 24,100,000 | |||||||
Amount of earn-out consideration of payable in shares of common stock | 3,500,000 | |||||||
Potential maximum earn-out value | 7,000,000 | |||||||
Amount of shipments should exceed to obligate potential maximum earn-out value | $ 48,200,000 | |||||||
Repayment of indebtedness outstanding of acquiree | $ 3,600,000 | |||||||
Subsequent Event | East West Bank | Loan and Security Agreements | ||||||||
Subsequent Event [Line Items] | ||||||||
Borrowing capacity under credit facility | $ 12,000,000 | $ 16,000,000 | ||||||
Subsequent Event | East West Bank | Loan and Security Agreements | 3VR | ||||||||
Subsequent Event [Line Items] | ||||||||
Business combination, issuance of notes | $ 2,000,000 | |||||||
Revolving Credit Facility | Prime Rate | ||||||||
Subsequent Event [Line Items] | ||||||||
Percentage of interest rate | 2.00% | |||||||
Revolving Credit Facility | Subsequent Event | Prime Rate | ||||||||
Subsequent Event [Line Items] | ||||||||
Percentage of interest rate | 1.00% | |||||||
Revolving Credit Facility | Subsequent Event | Maximum | ||||||||
Subsequent Event [Line Items] | ||||||||
Line of credit sublimit | $ 3,000,000 |