Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 06, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | INVE | ||
Entity Registrant Name | Identiv, Inc. | ||
Entity Central Index Key | 0001036044 | ||
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 | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 16,424,911 | ||
Entity Public Float | $ 51,267,400 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 10,866 | $ 19,052 |
Accounts receivable, net of allowances of $387 and $306 as of December 31, 2018 and 2017, respectively | 14,952 | 12,282 |
Inventories | 13,631 | 11,126 |
Prepaid expenses and other current assets | 2,743 | 1,779 |
Total current assets | 42,192 | 44,239 |
Property and equipment, net | 2,624 | 2,043 |
Intangible assets, net | 10,980 | 4,365 |
Goodwill | 9,286 | |
Other assets | 1,224 | 715 |
Total assets | 66,306 | 51,362 |
Current liabilities: | ||
Accounts payable | 5,654 | 5,863 |
Current portion - payment obligation | 1,025 | 888 |
Current portion - financial liabilities, net of discount and debt issuance costs of $25 and $404, respectively | 11,554 | 9,829 |
Notes payable | 2,000 | |
Deferred revenue | 2,174 | 900 |
Accrued compensation and related benefits | 1,794 | 1,515 |
Other accrued expenses and liabilities | 5,277 | 2,020 |
Total current liabilities | 29,478 | 21,015 |
Long-term payment obligation | 1,860 | 2,998 |
Long-term financial liabilities, net of discount and debt issuance costs of $0 and $582, respectively (see Note 8) | 2,921 | |
Long-term deferred revenue | 636 | 190 |
Other long-term liabilities | 632 | 385 |
Total liabilities | 32,606 | 27,509 |
Commitments and contingencies (see Note 16) | ||
Identiv, Inc. stockholders' equity: | ||
Common stock, $0.001 par value: 50,000 shares authorized; 17,004 and 15,341 shares issued and 15,967 and 14,436 shares outstanding as of December 31, 2018 and 2017, respectively | 17 | 15 |
Additional paid-in capital | 444,145 | 428,470 |
Treasury stock, 1,047 and 905 shares as of December 31, 2018 and 2017, respectively | (8,153) | (7,485) |
Accumulated deficit | (404,353) | (399,647) |
Accumulated other comprehensive income | 2,209 | 2,675 |
Total Identiv, Inc. stockholders' equity | 33,870 | 24,031 |
Noncontrolling interest | (170) | (178) |
Total stockholders´ equity | 33,700 | 23,853 |
Total liabilities and stockholders´equity | 66,306 | 51,362 |
Series B Preferred Stock | ||
Identiv, Inc. stockholders' equity: | ||
Series B preferred stock, $0.001 par value: 5,000 shares authorized; 5,000 and 3,000 shares issued and outstanding as of December 31, 2018 and 2017, respectively | 5 | 3 |
Total stockholders´ equity | $ 5 | $ 3 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts receivable, allowances | $ 387 | $ 306 |
Debt instrument unamortized discount and debt issuance costs, current | 25 | 404 |
Debt instrument unamortized discount and debt issuance costs, non-current | $ 0 | $ 582 |
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 | 17,004,000 | 15,341,000 |
Common stock, shares outstanding | 15,967,000 | 14,436,000 |
Treasury stock, shares | 1,047,000 | 905,000 |
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 | 5,000,000 | 3,000,000 |
Preferred stock, outstanding | 5,000,000 | 3,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Net revenue | $ 78,142 | $ 60,219 |
Cost of revenue | 44,810 | 38,059 |
Gross profit | 33,332 | 22,160 |
Operating expenses: | ||
Research and development | 7,235 | 6,146 |
Selling and marketing | 16,391 | 13,452 |
General and administrative | 10,824 | 7,241 |
Restructuring and severance | 747 | (49) |
Total operating expenses | 35,197 | 26,790 |
Loss from operations | (1,865) | (4,630) |
Non-operating income (expense): | ||
Interest expense, net | (1,518) | (2,590) |
Loss on extinguishment of debt, net | (1,369) | (788) |
Foreign currency gains (losses), net | 204 | (358) |
Loss before income taxes and noncontrolling interest | (4,548) | (8,366) |
Income tax (provision) benefit | (155) | 214 |
Net loss | (4,703) | (8,152) |
Less: (Loss) income attributable to noncontrolling interest | (5) | 14 |
Net loss attributable to Identiv, Inc. | (4,708) | (8,138) |
Cumulative dividends on Series B preferred stock | (833) | |
Net loss attributable to common stockholders | $ (5,541) | $ (8,138) |
Net loss per share: | ||
Basic | $ (0.35) | $ (0.61) |
Diluted | $ (0.35) | $ (0.61) |
Weighted average shares outstanding, basic and diluted | 15,654 | 13,273 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (4,703) | $ (8,152) |
Other comprehensive loss, net of income taxes: | ||
Foreign currency translation adjustment | (463) | 638 |
Total other comprehensive (loss) income, net of income taxes | (463) | 638 |
Comprehensive loss | (5,166) | (7,514) |
Less: Comprehensive income attributable to noncontrolling interest | (8) | (2) |
Comprehensive loss attributable to Identiv, Inc. | $ (5,174) | $ (7,516) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | 3VR Security | Thursby Sofware Systems | Series B Preferred Stock | Common Stock | Common Stock3VR Security | Common StockThursby Sofware Systems | Additional Paid-in Capital | Additional Paid-in Capital3VR Security | Additional Paid-in CapitalThursby Sofware Systems | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Income | Noncontrolling Interest |
Beginning Balances at Dec. 31, 2016 | $ 3,933 | $ 11 | $ 400,266 | $ (6,708) | $ (391,509) | $ 2,053 | $ (180) | |||||||
Beginning Balances (in shares) at Dec. 31, 2016 | 11,109,000 | |||||||||||||
Net loss | (8,152) | (8,138) | (14) | |||||||||||
Unrealized income (loss) from foreign currency translation adjustments | 638 | 622 | 16 | |||||||||||
Issuance of Series B preferred stock,net of issuance costs | 11,878 | $ 3 | 11,875 | |||||||||||
Issuance of Series B preferred stock, net of issuance costs (shares) | 3,000,000 | |||||||||||||
Issuance of common stock in connection with public offering | 12,560 | $ 3 | 12,557 | |||||||||||
Issuance of common stock in connection with public offering (shares) | 2,845,000 | |||||||||||||
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) | 604,000 | |||||||||||||
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) | (178,000) | |||||||||||||
Issuance of shares to non-employees | 255 | 255 | ||||||||||||
Issuance of shares to non-employees (shares) | 56,000 | |||||||||||||
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 | 3,000,000 | 14,436,000 | ||||||||||||
Net loss | (4,703) | (4,708) | 5 | |||||||||||
Unrealized income (loss) from foreign currency translation adjustments | (463) | (466) | 3 | |||||||||||
Impact of adoption of ASC Topic 606 (Note 1) | Topic 606 | 2 | 2 | ||||||||||||
Issuance of Series B preferred stock,net of issuance costs | 7,876 | $ 2 | 7,874 | |||||||||||
Issuance of Series B preferred stock, net of issuance costs (shares) | 2,000,000 | |||||||||||||
Issuance of common stock in connection with acquisition | $ 2,635 | $ 2,497 | $ 1 | $ 1 | $ 2,634 | $ 2,496 | ||||||||
Issuance of common stock in connection with acquisition (shares) | 724,000 | 427,000 | ||||||||||||
Issuance of common stock in connection with vesting of stock awards (shares) | 515,000 | |||||||||||||
Proceeds of exercise of stock options | $ 13 | 13 | ||||||||||||
Proceed of exercise of stock options (shares) | 2,500 | 3,000 | ||||||||||||
Stock-based compensation | $ 2,646 | 2,646 | ||||||||||||
Shares withheld in payment of taxes in connection with net share settlement of restricted stock units | (668) | (668) | ||||||||||||
Shares withheld in payment of taxes in connection with net share settlement of restricted stock units (shares) | (142,000) | |||||||||||||
Issuance of shares to non-employees | 12 | 12 | ||||||||||||
Issuance of shares to non-employees (shares) | 4,000 | |||||||||||||
Ending Balances at Dec. 31, 2018 | $ 33,700 | $ 5 | $ 17 | $ 444,145 | $ (8,153) | $ (404,353) | $ 2,209 | $ (170) | ||||||
Ending Balances (in shares) at Dec. 31, 2018 | 5,000,000 | 15,967,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows used in operating activities: | ||
Net loss | $ (4,703) | $ (8,152) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,167 | 2,752 |
Loss on extinguishment of debt, net | 1,369 | 788 |
Accretion of interest on long-term payment obligation | 229 | 305 |
Amortization of debt issuance costs | 337 | 807 |
Stock-based compensation expense | 2,646 | 2,480 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (68) | (2,786) |
Inventories | (959) | 484 |
Prepaid expenses and other assets | (1,297) | (275) |
Accounts payable | (1,819) | (222) |
Payment obligation liability | (1,230) | (1,192) |
Deferred revenue | (1,449) | 5 |
Accrued expenses and other liabilities | (1,419) | (2,705) |
Net cash used in operating activities | (5,196) | (7,711) |
Cash flows from investing activities: | ||
Capital expenditures | (1,346) | (967) |
Acquisition of business, net of cash acquired | (2,027) | |
Net cash used in investing activities | (3,373) | (967) |
Cash flows from financing activities: | ||
Proceeds from issuance of debt, net of issuance costs | 21,801 | 53,035 |
Repayments of debt | (28,214) | (58,741) |
Proceeds from issuance of common stock, net of issuance costs | 12,560 | |
Taxes paid related to net share settlement of restricted stock units | (668) | (777) |
Proceeds from issuance of Series B preferred stock, net of issuance costs | 7,876 | 11,879 |
Proceeds from exercise of stock options | 13 | |
Net cash provided by financing activities | 808 | 17,956 |
Effect of exchange rates on cash | (425) | 658 |
Net (decrease) increase in cash | (8,186) | 9,936 |
Cash and cash equivalents at beginning of period | 19,052 | 9,116 |
Cash and cash equivalents at end of period | 10,866 | 19,052 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest paid | 1,787 | 2,661 |
Taxes paid, net | 179 | 140 |
Non-cash investing and financing activities: | ||
Warrants issued as debt issuance costs in connection with debt agreement | 2,319 | |
Liability settled in common stock | 255 | |
Property and equipment included in accounts payable and accruals | 66 | |
Cancellation of reacquired warrants | $ 1,282 | |
Cumulative dividends on Series B Preferred Stock | 833 | |
Issuance of shares to non-employees | 12 | |
Promissory notes issued in acquisition of business | 2,000 | |
Common Stock | ||
Non-cash investing and financing activities: | ||
Common stock issued for acquisition of businesses | $ 5,132 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | IDENTIV, INC. AND SUBSIDIARIES Description of Business — Identiv, Inc. (the “Company,”) is a global security technology company that secures data, physical places and things. Global organizations in the government, education, retail, transportation, healthcare and other markets rely upon the Company’s solutions. The Company’s solutions allow its customers to create safe, secure, validated and convenient experiences in schools, government offices, factories, transportation, hospitals and other types of facilities. 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 — 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 2017 financial statements to conform to the fiscal year 2018 presentation. The reclassifications had no impact on net loss, total assets, or stockholders’ equity. Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company believes judgment is involved in determining revenue recognition; the acquisition-date fair value of intangible assets; the fair value of contingent consideration associated with acquisitions; the recoverability of long-lived assets; impairment of goodwill and intangible assets; stock-based compensation expense; and income tax uncertainties. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ materially from those estimates and assumptions. Concentration of Credit Risk — No customer accounted for 10% or more of net revenue for the years ended December 31, 2018 and 2017, respectively. No customer accounted for 10% or more of the Company’s accounts receivable balance at December 31, 2018 or 2017. 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. 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. Business Combinations — The tangible and identifiable intangible assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values as of the business combination date, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The Company bases the estimated fair value of identifiable intangible assets acquired in a business combination on independent valuations that use information and assumptions provided by management, which consider management’s estimates of inputs and assumptions that a market participant would use. Any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed is recorded to goodwill. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows, discount rates, estimated useful lives and probabilities surrounding the achievement of contingent milestones could result in different purchase price allocations and amortization expense in current and future periods. In circumstances where an acquisition involves a contingent consideration arrangement that meets the definition of a liability under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity Transaction costs associated with acquisitions are expensed as incurred in general and administrative expenses. Results of operations and cash flows of acquired companies are included in the Company’s operating results from the date of acquisition. Intangible Assets — Amortizable intangible assets include trademarks, developed technology and customer relationships acquired as part of business combinations. Intangible assets subject to amortization are amortized using the straight-line method over their estimated useful lives ranging from four to twelve years and are reviewed for impairment in accordance with ASC Topic 360, Property, Plant and Equipment. Goodwill — In accordance with ASC Topic 350, Intangibles-Goodwill and Other (“ASC 350”), the Company’s goodwill is not amortized but is tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. In testing for goodwill impairment, the Company compares the fair value of its reporting unit to its carrying value including the goodwill of that unit. If the carrying value, including goodwill, exceeds the reporting unit’s fair value, the Company will recognize an impairment loss for the amount by which the carrying amount exceeds the reporting unit’s fair value. The loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. 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. Long-Lived Assets — The Company reviews long‑lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the total estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows or other appropriate measures of fair value. There were no impairment losses recorded during the years ended December 31, 2018 or 2017. 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, 2018, the net amount of capitalized software development costs was $381,000 and is included in other current and long term assets in the accompanying consolidated balance sheets. Software development costs capitalized in 2017 was $401,000. 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 of $0.2 million and $0.2 million for the years ended December 31, 2018 and 2017, 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 sheets. 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 ASC 718, 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 option 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 11, , 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. 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, 2018 and 2017 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 currency of the Company are included in the Company’s consolidated statements of operations. The Company recognized currency gains of $0.2 million in 2018 and currency losses of $0.4 million in 2017. 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 No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires lessees to recognize assets and liabilities on the balance sheet for all leases with terms longer than twelve months. The ASU also requires disclosure of certain information about leasing arrangements. ASU 2016-02 is effective on January 1, 2019, using a modified retrospective method of adoption. In August 2018, the FASB issued ASU 2018-11, “Targeted Improvements to ASC 842”, which includes an option to not restate comparative periods in transition and elect to use the effective date of ASC Topic 842, “Leases," as the date of initial application of transition. The Company adopted this ASU on January 1, 2019 and elected the transition option provided under ASU 2018-11 to recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. While the Company continues to review its population of leased assets, it expects to recognize operating lease liabilities ranging from $5.0 to $6.0 million, with corresponding right of use assets of the same amount based on the present value of the remaining lease payments over the lease term. This standard is not expected to have a material impact on the Company’s results of operations or cash flows. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Software - Revenue Recognition The Company adopted Topic 606 on January 1, 2018 using the modified retrospective transition method. Under this method, the Company evaluated contracts that were in effect at the beginning of fiscal 2018 as if those contracts had been accounted for under Topic 606. Under the modified retrospective transition approach, periods prior to the adoption date were not adjusted and continue to be reported in accordance with historical, pre-Topic 606 accounting. On the adoption date, a cumulative catch up adjustment was recorded to beginning retained earnings to reflect the impact of all existing arrangements under Topic 606. The Company increased retained earnings and decreased deferred revenue by approximately $2,000 for an uncompleted software development and technical support services contract with a customer. Under Topic 605 accounting, since the Company was unable to establish vendor-specific objective evidence (“VSOE”) of fair value for the product development and technical support services components in the contract, the Company was required to defer the revenue and recognize it over the term of the contract. Under Topic 606, the Company would have been required to establish the standalone selling price of each of the performance obligations in the contract and recognize the product development services revenue upon delivery, and recognize the technical support services revenue ratably over the term of the contract. The Company does not expect the impact of the adoption of Topic 606 to be material to its annual revenue and net income on an ongoing basis. Revenue generated under Topic 606 has been materially comparable to revenue recognized under Topic 605 in fiscal 2017 primarily due to the elimination of deferred revenue associated with the product development services discussed above that, under Topic 605, would have continued to be recognized into revenue in 2018 and 2019, offset by an increase in the revenue recognized related to the amount and timing of technical support services provided in the contract discussed above. The actual effects on revenue recognized for the fiscal year ended December 31, 2018 are reported in the table below. No incremental sales commission costs or other costs related to obtaining customer contracts were capitalized at the adoption date as they were immaterial. The timing of revenue recognition for hardware and professional services is expected to remain substantially unchanged. The Company’s overall mix of revenue recognized at a point in time versus over time is expected to increase in the future due to the intended growth and expansion of its services offerings. For the year ended December 31, 2018, approximately 94% of the Company’s revenue was recognizable on delivery and 6% over time. The following table summarizes the effects of adopting Topic 606 on the Company’s consolidated balance sheet as of December 31, 2018 (in thousands): Balance at Balance at December 31, 2017 Adjustments January 1, 2018 Deferred revenue $ 1,090 $ (2 ) $ 1,088 Accumulated deficit (399,647 ) 2 (399,645 ) The following table summarizes the effects of adopting Topic 606 on the Company’s consolidated statement of operations for the year ended December 31, 2018 (in thousands, except per share amounts): As Reported Under Balance Under Prior Topic 606 Adjustments GAAP Net revenue $ 78,142 $ 1 $ 78,143 Cost of revenue 44,810 — 44,810 Operating expenses 35,197 — 35,197 Provision for income taxes (155 ) — (155 ) Net loss (4,703 ) 1 (4,702 ) Net loss attributable to common stockholders (5,541 ) 1 (5,540 ) Basic and diluted net loss per share: Basic $ (0.35 ) — $ (0.35 ) Diluted $ (0.35 ) — $ (0.35 ) The adoption of Topic 606 had no impact on the Company’s net cash used in operating activities, net cash used in investing activities or net cash provided by financing activities. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 2. Revenue Revenue Recognition Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of its products, software licenses, and services, which are generally capable of being distinct and accounted for as separate performance obligations. For contracts with multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation, generally on a relative basis using its standalone selling price. The stated contract value is generally the transaction price to be allocated to the separate performance obligations. Revenue is recognized net of any taxes collected from customers that are subsequently remitted to governmental authorities. Nature of Products and Services The Company derives revenues primarily from sales of hardware products, software licenses, professional services, software maintenance and support, and extended hardware warranties. Hardware Product Revenues — The Company generally has two performance obligations in arrangements involving the sale of hardware products. The first performance obligation is to transfer the hardware product (which includes software integral to the functionality of the hardware product). The second performance obligation is to provide assurance that the product complies with its agreed-upon specifications and is free from defects in material and workmanship for a period of one to three years (i.e. assurance warranty). The entire transaction price is allocated to the hardware product and is generally recognized as revenue at the time of delivery because the customer obtains control of the product at that point in time. The Company has concluded that control generally transfers at that point in time because the customer has title to the hardware, physical possession, and a present obligation to pay for the hardware. None of the transaction price is allocated to the assurance warranty component, as the Company accounts for these product warranty costs in accordance with ASC Topic 460, . Payments for hardware contracts are generally due 30 to 60 days after shipment of the hardware product. Software License Revenues — The Company’s license arrangements grant customers the perpetual right to access and use the licensed software products at the outset of an arrangement. Technical support and software updates are generally made available throughout the term of the support agreement, which is generally one to three years. The Company accounts for these arrangements as two performance obligations: (1) the software licenses, and (2) the related updates and technical support. The software license revenue is recognized upon delivery of the license to the customer, while the software updates and technical support is recognized over the term of the support contract. Payments are generally due 30 to 60 days after delivery of the software licenses. Professional Services Revenues — Professional services revenues consist primarily of programming customization services performed relating to the integration of the Company’s software products with the customers other systems, such as HR systems. Professional services contracts are generally billed on a time and materials basis and revenue is recognized as the services are performed. For contracts billed on a fixed price basis, revenue is recognized once the contract is complete. Payments for services are generally due when services are performed. Software Maintenance and Support Revenues — Support and maintenance contract revenues consist of the services provided to support the specialized programming applications performed by our professional services group. Support and maintenance contracts are typically billed at inception of the contract and recognized as revenue over the contract period, typically over a one to three year period. Extended Hardware Warranties Revenues — Sales of our hardware products may also include optional extended hardware warranties, which typically provide assurance that the product will continue function as initially intended. Extended hardware warranty contracts are typically billed at inception of the contract and recognized as revenue over the respective contract period, typically over one to two year Performance Obligation When Performance Obligation is Typically Satisfied When Payment is Typically Due How Standalone Selling Price is Typically Estimated Hardware products When customer obtains control of the product (point-in-time) Within 30-60 days of shipment Observable in transactions without multiple performance obligations Software licenses When license is delivered to customer or made available for download, and the applicable license period has begun (point-in-time) Within 30-60 days of the beginning of license period Established pricing practices for software licenses bundled with software maintenance, which are separately observable in renewal transactions Professional services As services are performed and/or when the contract is fulfilled (point-in-time) Within 30-60 days of delivery Observable in transactions without multiple performance obligations Software maintenance and support services Ratably over the course of the support contract (over time) Within 30-60 days of the beginning of the contract period Observable in renewal transactions Extended hardware warranties Ratably over the course of the support contract (over time) Within 30-60 days of the beginning of the contract period Observable in renewal transactions Significant Judgments The Company’s contracts with customers often include promises to transfer multiple products and services to a customer. For such arrangements, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price (“SSP”). Judgment is required to determine the SSP for each distinct performance obligation in a contract. For the majority of items, the Company estimates SSP using historical transaction data. The Company uses a range of amounts to estimate SSP when it sells each of the products and services separately and needs to determine whether there is a discount to be allocated based on the relative SSP of the various products and services. In instances where SSP is not directly observable, such as when the product or service is not sold separately, the Company determines the SSP using information that may include market conditions and other observable inputs. The determination of SSP is an ongoing process and information is reviewed regularly in order to ensure SSPs reflect the most current information or trends. Disaggregation of Revenues The Company disaggregates revenue from contracts with customers based on the timing of transfer of goods or services to customers (point-in-time or over time) and geographic region based on the shipping location of the customer. The geographic regions that are tracked are the Americas, Europe and the Middle East, and Asia-Pacific regions. The Company operates as two operating segments. Total net sales based on the disaggregation criteria described above are as follows (in thousands): Year Ended December 31, 2018 2017 Point-in- Point-in- Time Over Time Total Time Over Time Total Americas $ 55,906 $ 4,247 $ 60,153 $ 38,502 $ 1,516 $ 40,018 Europe and the Middle East 9,785 158 9,943 7,847 40 7,887 Asia-Pacific 8,023 23 8,046 12,314 — 12,314 Total $ 73,714 $ 4,428 $ 78,142 $ 58,663 $ 1,556 $ 60,219 Contract Balances Amounts invoiced in advance of services being provided are accounted for as deferred revenue. Nearly all of the Company’s deferred revenue balance is related software maintenance contracts. Payment terms and conditions vary by contract type, although payment is typically due within 30 to 90 days of contract inception. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts do not include a significant financing component. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s products and services, not to receive financing from its customers. Changes in deferred revenue during the year ended December 31, 2018 were as follows (in thousands): Amount Deferred revenue at December 31, 2017 $ 1,090 Impact of adoption of Topic 606 (2 ) Deferred revenue at January 1, 2018 1,088 Fair value of deferred revenue acquired in acquisition, net of recognition 1,582 Deferral of revenue billed in current period, net of recognition 1,098 Recognition of revenue deferred in prior periods (958 ) Balance as of December 31, 2018 $ 2,810 Unsatisfied Performance Obligations Revenue expected to be recognized in future periods related to remaining performance obligations, excluding revenue pertaining to contracts that have an original expected duration of one year or less, and contracts where revenue is recognized as invoiced, was approximately $1.9 million as of December 31, 2018. Since the Company typically invoices customers at contract inception, this amount is included in deferred revenue balance. As of December 31, 2018, the Company expects to recognize approximately 66% of the revenue related to these unsatisfied performance obligations during 2019, 26% during 2020, and 8% thereafter. Assets Recognized from the Costs to Obtain a Contract with a Customer The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year. The Company has determined that certain sales incentive programs (i.e. commissions) meet the requirements to be capitalized. Capitalized incremental costs related to contracts are amortized over the respective contract periods. For the year ended December 31, 2018, total capitalized costs to obtain contracts were immaterial. Practical Expedients As discussed in Note 1, Organization and Summary of Significant Accounting Policies, Revenue • The Company expenses costs as incurred for costs to obtain a contract when the amortization period would have been one year or less. These costs include internal sales force compensation programs and certain partner sales incentive programs as the Company has determined annual compensation is commensurate with annual sales activities. • The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expense. • The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. • The Company does not consider the time value of money for contracts with original durations of one year or less. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combinations | 3. Business Combinations 3VR Security, Inc. On February 14, 2018, the Company acquired 3VR Security, Inc. (“3VR”), a video technology and analytics company, 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”). Under the terms of the Merger Agreement, at the closing of the Acquisition, the Company acquired all of the outstanding shares of 3VR for total purchase consideration of $6.2 million, consisting of: (i) payment in cash of approximately $1.6 million; (ii) issuance of subordinated unsecured promissory notes in an aggregate principal amount of $2.0 million; (iii) issuance of 609,830 shares of the Company’s common stock with a value of approximately $2.3 million. An aggregate of up to $1.0 million, or 294,927 shares, of the Company’s common stock were issued subsequent to the closing of the transaction and were held back for a period of up to 12 months following the closing for the satisfaction of certain indemnification claims. On May 9, 2018, the Company and the Security Holder Representative reached agreement as to the satisfaction of certain of the indemnification claims asserted by the Company at the closing of the Acquisition. As a result, the purchase consideration, and the amount of goodwill recorded, were reduced by $660,000. Of the 294,927 shares that were held back at closing, 181,319 shares were canceled. On January 25, 2019, subject to the terms of the Merger Agreement, the Company filed an additional dispute with the security holder representative for an amount exceeding the remaining amount of the holdback shares of approximately $0.3 million, or 93,406 shares. Additionally, in the event that 3VR achieved $24.1 million in product shipments in 2018, the Company would have been obligated to issue 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 exceeded $48.2 million. Further, in calendar year 2019, the Company may 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. Management has assessed the probability of the issuance of shares related to the payment of the contingent consideration noted above, and determined it as remote. Accordingly, no value was ascribed to the contingent consideration as of December 31, 2018. On February 14, 2019, the Company repaid the noteholders an aggregate principal amount, including accrued interest, of $2,060,000. Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. Such estimates and assumptions are subject to change within the measurement period (up to one year from the Acquisition). The following table summarizes the fair values of assets acquired and liabilities assumed at the date of the Acquisition (in thousands): Cash $ 195 Accounts receivable 2,029 Inventory 257 Prepaid expenses and other current assets 169 Property and equipment 334 Trademarks 400 Customer relationships 2,900 Developed technology 3,000 Total identifiable assets acquired 9,284 Accounts payable (1,590 ) Accrued expenses and liabilities (726 ) Deferred revenue (2,928 ) Debt (3,622 ) Total liabilities assumed (8,866 ) Net identifiable assets acquired 418 Goodwill 5,796 Purchase price $ 6,214 In June 2018, the Company recorded an adjustment to its accounting for the amount recorded as accounts receivable at acquisition. Accordingly, the fair value of accounts receivable was decreased by $561,000, with a corresponding increase to goodwill and reflected in the Company’s purchase price allocation. Acquisition related intangibles included in the above table are finite-lived and are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands): Gross Purchased Intangible Estimated Useful Life Assets (in Years) Trademarks $ 400 5 Customer relationships 2,900 10 Developed technology 3,000 10 $ 6,300 Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The Acquisition resulted in $5.8 million of goodwill which is not deductible for tax purposes. With the addition of the 3VR video security and analytics platform, the Company believes this goodwill largely reflects the expansion of its Hirsch product and service offerings through the complementary offerings of 3VR. In accordance with ASC 350, goodwill will not be amortized but tested for impairment at least annually in the fourth quarter. See Note 5, Goodwill and Intangible Assets The results of operations of 3VR for the period from the acquisition date through December 31, 2018 are included in the accompanying consolidated statements of operations. Pursuant to ASC Topic 805, Business Combinations (“ASC 805”) Thursby Software Systems On November 1, 2018, the Company completed the acquisition of Thursby Software Systems, Inc., a provider of security software for mobile devices, pursuant to an Agreement and Plan of Merger (the “Thursby Agreement”), by and among the Company, TSS Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub 1”), TSS Acquisition, LLC., a wholly owned subsidiary of the Company (“Merger Sub 2” and together with Merger Sub 1, the “Merger Subs”), Thursby Software Systems, Inc., (“TSS”), and William Thursby as the sole Shareholder of TSS. Pursuant to the Thursby Agreement, at the effective time, Merger Sub 1 merged with and into TSS and TSS became a wholly-owned subsidiary of the Company (“Merger 1”), following which TSS merged with and into Merger Sub 2, whereupon which the separate corporate existence of TSS ceased with Merger Sub 2 surviving the merger (“Merger 2”). Under the terms of the Thursby Agreement, at the closing of the acquisition, the Company acquired all of the outstanding shares of TSS for total purchase consideration of $3.1 million, consisting of: (i) $0.6 million in cash, net of cash acquired; (ii) issuance of 426,621 shares of the Company’s common stock with a value of approximately $2.5 million. An aggregate of up to $0.5 million, or 85,324 shares, of the Company’s common stock issuable at the closing of the transaction are being held back for a period of up to 12 months following the closing for the satisfaction of certain indemnification claims. Additionally, in the event that revenue from TSS products is greater than $8.0 million, $11.0 million, or $15.0 million in product shipments in 2019, the Company will be obligated to issue earn-out consideration of up to a maximum of $7.5 million payable in shares of the Company’s common stock, subject to certain conditions. In the event that such revenue is less than $15.0 million in 2019, but 2020 revenue from TSS products exceeds $15.0 million, the Company will be obligated to issue an additional $2.5 million in earn-out consideration payable in shares of the Company’s common stock. The maximum total earn-out consideration payable for all periods is $7.5 million in the aggregate, payable in shares of the Company’s common stock. Management has assessed the probability of the issuance of shares related to the earn-out consideration, and the payment of the contingent consideration noted above, and determined it as remote. Accordingly, no value was ascribed to the earn-out as of December 31, 2018. Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. Such estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition). The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash $ 3,485 Accounts receivable 526 Inventory 1,361 Prepaid expenses and other current assets 12 Trademarks 200 Customer relationships 1,500 Developed technology 700 Total identifiable assets acquired 7,784 Accounts payable (31 ) Accrued expenses and liabilities (67 ) Deferred revenue (243 ) Other current liabilities (4,307 ) Total liabilities assumed (4,648 ) Net identifiable assets acquired 3,136 Goodwill 3,490 Purchase price 6,626 Less: cash acquired (3,485 ) Net purchase price $ 3,141 Acquisition related intangibles included in the above table are finite-lived and are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands): Gross Purchased Intangible Estimated Useful Life Assets (in Years) Trademarks $ 200 5 Customer relationships 1,500 10 Developed technology 700 10 $ 2,400 Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of TSS resulted in $3.5 million of goodwill which is not deductible for tax purposes. With the addition of the TSS security software for mobile devices, the Company believes this goodwill largely reflects the synergistic strengthening of its Identity offerings providing complete solutions for secure and convenient logical access across smart cards and derived credentials on Apple iOS and Android mobile devices. In accordance with ASC 350, goodwill will not be amortized but is tested for impairment at least annually in the fourth quarter. See Note 5, Goodwill and Intangible Assets The results of operations of TSS for the period from the acquisition date through December 31, 2018 are included in the accompanying consolidated statements of operations. Pursuant to ASC 805, the Company incurred and expensed approximately $208,000 in acquisition and transitional costs associated with the acquisition of TSS during the year ended December 31, 2018 which were primarily general and administrative expenses. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. 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, 2018 and 2017, there were no assets or liabilities that are measured and recognized at fair value on a recurring basis. There were nominal cash equivalents as of December 31, 2018 and none as of December 31, 2017. The Company’s only liabilities measured at fair value on a recurring basis are the contingent consideration associated with the acquisitions of 3VR and TSS . Assets and Liabilities Measured at Fair Value on a Non-recurring Basis Certain of the Company's assets, including goodwill, 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 goodwill and intangible assets, refer to Note 5, Goodwill and Intangible Assets Privately-held investments, which are normally carried at cost, are measured at fair value due to events and circumstances that the Company identified as significantly impacting the fair value of investments. The Company estimates the fair value of its privately-held investments using an analysis of the financial condition and near-term prospects of the investee, including recent financing activities and the investee's capital structure. As of December 31, 2018 and 2017, 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, 2018 and 2017, 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. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets Goodwill The following table summarizes the carrying amount of goodwill resulting from the acquisitions of 3VR and TSS (in thousands): Premises Identity Total Balance at December 31, 2017 $ — $ — $ — Acquisition of businesses 5,796 3,490 9,286 Balance at December 31, 2018 $ 5,796 $ 3,490 $ 9,286 In accordance with ASC 350, the Company tests goodwill for impairment on an annual basis, in the fourth quarter, or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. In testing for goodwill impairment, the Company compares the fair value of its reporting unit to its carrying value including the goodwill of that unit. If the carrying value, including goodwill, exceeds the reporting unit’s fair value, the Company will recognize an impairment loss for the amount by which the carrying amount exceeds the reporting unit’s fair value. Intangible Assets The following table summarizes the gross carrying amount and accumulated amortization for intangible assets resulting from acquisitions (in thousands): Developed Customer Trademarks Technology Relationships Total Amortization period (in years) 5 10 - 12 4 - 12 Gross carrying amount at December 31, 2017 $ — $ 4,600 $ 10,639 $ 15,239 Accumulated amortization 0 (3,257 ) (7,617 ) (10,874 ) Intangible assets, net at December 31, 2017 $ — $ 1,343 $ 3,022 $ 4,365 Gross carrying amount at December 31, 2018 $ 600 $ 8,300 $ 15,039 $ 23,939 Accumulated amortization (77 ) (3,978 ) (8,904 ) (12,959 ) Intangible assets, net at December 31, 2018 $ 523 $ 4,322 $ 6,135 $ 10,980 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, 2018 and 2017. The following table illustrates the amortization expense included in the consolidated statements of operations for the years ended December 31, 2018 and 2017 (in thousands): Year Ended December 31, 2018 2017 Cost of revenue $ 721 $ 448 Selling and marketing 1,364 1,007 Total $ 2,085 $ 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): 2019 $ 2,386 2020 2,385 2021 930 2022 930 2023 853 Thereafter 3,496 Total $ 10,980 |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2018 | |
Statement Of Financial Position [Abstract] | |
Balance Sheet Components | 6. Balance Sheet Components The Company’s inventories are stated at the lower of cost or market. Inventories consist of (in thousands): December 31, 2018 2017 Raw materials $ 4,598 $ 3,700 Work-in-progress 77 22 Finished goods 8,956 7,404 Total $ 13,631 $ 11,126 Property and equipment, net consists of (in thousands): December 31, 2018 2017 Building and leasehold improvements $ 1,250 $ 1,917 Furniture, fixtures and office equipment 1,806 1,771 Plant and machinery 9,484 9,411 Purchased software 2,167 2,050 Total 14,707 15,149 Accumulated depreciation (12,083 ) (13,106 ) Property and equipment, net $ 2,624 $ 2,043 The Company recorded depreciation expense of $1.1 million and $1.3 million during the years ended December 31, 2018 and 2017, respectively. Other accrued expenses and liabilities consist of (in thousands): December 31, 2018 2017 Accrued professional fees $ 1,504 $ 1,065 Customer deposits 1,517 — Accrued warranties 316 — Other accrued expenses 1,940 955 Total $ 5,277 $ 2,020 |
Long-Term Payment Obligation
Long-Term Payment Obligation | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Long-Term Payment Obligation | 7. 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 $0.2 million and $0.3 million of interest expense during the years ended December 31, 2018 and 2017, 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, 2018 is as follows (in thousands): 2019 $ 1,266 2020 1,408 2021 364 Present value discount factor (153 ) Total 2,885 Less: Current portion - payment obligation (1,025 ) Long-term payment obligation $ 1,860 |
Financial Liabilities
Financial Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Financial Liabilities | 8. Financial Liabilities Financial liabilities consist of (in thousands): December 31, 2018 2017 Notes payable $ 2,000 $ — Term loan — 5,000 Revolving loan facility 11,579 8,736 Total before discount and debt issuance costs 13,579 13,736 Less: Current portion of notes payable (2,000 ) — Less: Current portion of financial liabilities (11,554 ) (9,829 ) Less: Current portion of unamortized discount and debt issuance costs (25 ) (404 ) Less: Long-term portion of unamortized discount and debt issuance costs — (582 ) Long-term financial liabilities $ — $ 2,921 On February 8, 2017, the Company entered into Loan and Security Agreements with East West Bank (“EWB”) and Venture Lending & Leasing VII, Inc. and Venture Lending & Leasing VIII, Inc. (collectively referred to as “VLL7 and VLL8”). The Loan and Security agreement, as amended, with EWB provides for a $16.0 million revolving loan facility (the “Revolving Loan Facility”), and the Loan and Security Agreement with a VLL7 & VLL8 provided a $10.0 million term loan facility (“Term Loan Facility”). In connection with the closing of such agreements, the Company repaid all outstanding amounts under its credit agreement with its previous lender. The Revolving Loan Facility, as amended, bears interest at prime rate plus 1.0%, matured and became due and payable on February 8, 2019 and included a non-formula line of credit sublimit of up to $3.0 million. Interest is payable monthly beginning on March 1, 2017. On February 6, 2019, the Company entered into an amendment (the “Tenth Amendment”) to its Loan and Security Agreement with EWB. Under the Tenth Amendment, the Revolving Loan Facility under the Loan and Security Agreement was increased from $16.0 million to $20.0 million, the interest rate was reduced from prime rate plus 1.0% to prime rate plus 0.75%, the maturity date was extended to February 8, 2021, and certain financial covenants were amended, including covenants with respect to minimum EBITDA levels. 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 Facility. 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 May 31, 2018, the Company paid off the remaining amounts payable under its $10.0 million principal amount Term Loan under the Loan and Security Agreement with VLL7 and VLL8. The Company paid to VLL7 and VLL8 approximately $5.2 million, consisting of $4.6 million in outstanding principal, and $0.6 million of accrued and unpaid interest outstanding at the prepayment date together with all the 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 $1.4 million, representing the difference between the reacquisition price of the repaid portion of the Term Loan and its carrying amount. The Revolving Loan Facility contains customary representations and warranties and customary affirmative and negative covenants, including, limits or restrictions on the Company's ability to incur liens, incur indebtedness, make certain restricted payments, merge or consolidate and dispose of assets. The 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, the Revolving Loan Facility contains customary events of default that entitle EWB to cause any or all of the Company's indebtedness under the Revolving Loan Facility 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 may terminate its lending commitment 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 Agreement to be immediately due and payable. As of December 31, 2018, the Company was in compliance with all financial covenants under the Revolving Loan Facility. 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 the Company’s previous lender. In connection with the repayment, warrants to purchase an aggregate of 400,000 shares of common stock issued to the Company’s previous lender 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 February 14, 2018, the Company completed the acquisition of 3VR. As part of the purchase price consideration paid in the acquisition of 3VR, the Company issued subordinated unsecured promissory notes (“notes payable”) in the aggregate principal amount of $2.0 million, with an annual interest rate of 3.0%, payable on the one year anniversary of the closing date. On February 14, 2019, the Company repaid the noteholders an aggregate principal amount, including accrued interest, of $2,060,000. On February 21, 2018, the Company paid 3VR’s lender $3.6 million in full repayment of all indebtedness outstanding of 3VR. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes Loss before income taxes for domestic and non-U.S. operations is as follows (in thousands): 2018 2017 Loss from operations before income taxes and noncontrolling interest: U.S. $ (6,330 ) $ (5,617 ) Foreign 1,782 (2,749 ) Loss from operations before income taxes and noncontrolling interest $ (4,548 ) $ (8,366 ) The (provision) benefit for income taxes consisted of the following (in thousands): December 31, 2018 2017 Deferred: Federal $ — $ — State — — Foreign — — $ — $ — Current Federal $ 23 $ — State (26 ) (33 ) Foreign (152 ) 247 Total current (155 ) 214 Total (provision) benefit for income taxes $ (155 ) $ 214 Significant items making up deferred tax assets and liabilities are as follows (in thousands): December 31, 2018 2017 Deferred tax assets: Allowances not currently deductible for tax purposes $ 902 $ 1,177 Net operating loss carryforwards 59,606 56,989 Interest carryforwards 828 — Stock options 1,176 873 Accrued and other 1,568 1,104 64,080 60,143 Less valuation allowance (60,824 ) (58,248 ) 3,256 1,895 Deferred tax liability: Depreciation and amortization (1,945 ) (1,085 ) State income taxes (1,311 ) (810 ) (3,256 ) (1,895 ) 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, 2018. Such objective evidence limits the ability to consider other subjective evidence such as the Company’s projections for future growth. A valuation allowance of $60.8 million and $58.3 million at December 31, 2018 and December 31, 2017, 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 and 3VR, 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 before valuation allowance 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 NOLs expired. The amendment by the Act disallows any carryback of NOLs 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. We finalized our calculations of the transition tax liability during 2018 and no repatriation tax was provided with respect to undistributed earnings of foreign subsidiaries due to a net foreign earnings and profits deficit position. Section 951A is a new provision under the Act which requires a US shareholder of a controlled foreign corporation to include in taxable income the shareholder’s share of global intangible low-taxed income (“GILTI”) for the year. The Company has determined that the new Section 951A provisions do apply to its operations and relationships with its controlled foreign corporations “(CFCs”). The Company’s GILTI calculation resulted in no GILTI income in 2018 due to net tested losses at its CFCs. As of December 31, 2018, the Company had net operating loss carryforwards of $117.4 million for federal, $63.8 million for state and $120.7 million for foreign income tax purposes. Certain of the Company’s federal, state and foreign loss carryforwards have started expiring and will continue to expire through 2038 if not utilized. The Tax Reform Act of 1986 (the”Tax Reform Act”) limits the use of net operating loss and tax credit carryforwards in certain situations where changes occur in stock ownership. The Company completed its acquisition of Bluehill ID AG on January 4, 2010, which resulted in a stock ownership change as defined by the Tax Reform Act. The Company also completed its acquisition of 3VR on February 14, 2018, which resulted in a stock ownership change as defined by the Tax Reform Act. These transactions resulted in limitations on the annual utilization of federal and state net operating loss carryforwards and credits. As a result, the Company reevaluated its available deferred tax assets, and the loss carryforward and credit 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 Tax Reform Act. The provision for income taxes reconciled 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, 2018 2017 Income tax (benefit) provision at statutory federal tax rate of 21% and 34% for 2018 and 2017, respectively $ 955 $ 2,845 State taxes, net of federal benefit (21 ) (22 ) Foreign taxes provisions provided for at rates other than U.S statutory rate 222 (687 ) Federal rate adjustment — (15,780 ) Change in valuation allowance (1,141 ) 13,931 Permanent differences 108 200 Acquisition costs (115 ) — Other (163 ) (273 ) Total (provision) benefit for income taxes $ (155 ) $ 214 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): 2018 2017 Balance at January 1 $ 2,878 $ 2,874 Additions based on tax positions related to the current year 2 2 Additions for tax positions of prior years — 2 Reductions in prior year tax positions (1 ) — Balance at December 31 $ 2,879 $ 2,878 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. As of December 31, 2018 and 2017, 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 2018 and 2017. 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, 2018 and 2017. The Company recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. During fiscal 2018, the Company recorded a reduction to accrued penalties of $1,000 and an increase in accrued interest of $1,000 related to the unrecognized tax benefits noted above. As of December 31, 2018, the Company has recognized a total liability for penalties of $13,000 and interest of $33,000. During fiscal 2017, the Company recorded an increase in 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. The Company files U.S. federal, U.S. state and foreign tax returns. As a result of a federal tax examination for tax year ended December 31, 2015, which was completed in the year ended December 31, 2018, the Company adjusted NOLs within tax years 2015 and 2016. The adjustments had no net impact on its deferred tax assets or income tax provision. 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. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
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, 2018 and 2017. 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, 5,000,000 and 3,000,000 of which were outstanding as of December 31, 2018 and 2017, respectively. 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. Series B Preferred Stock and Private Placement 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 (“Tranche 1”) 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 was $20,000,000, of which $12,000,000 was paid at the initial closing. On May 30, 2018, the Company issued 2,000,000 Shares (“Tranche 2”), at a price of $4.00 per share in the second closing of the Private Placement. Gross proceeds to the Company from the second closing were approximately $8.0 million, before deducting fees and certain expenses payable by the Company. The proceeds from the issuance of the Shares are required to be used to pay off existing debt obligations of the Company and to fund future acquisitions of technology, business and other assets by the Company. 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 the Shares 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 Series B Preferred Stock as of December 31, 2018 would be convertible into 5.0 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, 2018, 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 Series B Preferred Stock Dividend Accretion The following table summarizes Series B Preferred Stock and the accretion of dividends activity for the year ended December 31, 2018 (in thousands): Tranche 1 Tranche 2 Total Series B Preferred Stock Balance at December 31, 2017 $ 12,000 $ — $ 12,000 Issuance of Series B Preferred Stock — 8,000 8,000 Cumulative dividends on Series B Preferred Stock 600 233 833 Balance at December 31, 2018 $ 12,600 $ 8,233 $ 20,833 Number of Common Shares Issuable Upon Conversion Balance at December 31, 2017 3,000 — 3,000 Issuance of Series B Preferred Stock — 2,000 2,000 Cumulative dividends on Series B Preferred Stock 150 58 208 Balance at December 31, 2018 3,150 2,058 5,208 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, 2018, 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 EWB and VLL7 and VLL8 as discussed in Note 8, 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 expires two years after its issuance, or on February 8, 2019. On January 30, 2019, the Company issued 10,449 shares of its common stock upon the cashless net exercise of the entire 2017 Consultant Warrant. Below is a summary of outstanding warrants issued by the Company as of December 31, 2018: 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 EWB 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 Common Stock Reserved for Future Issuance Common stock reserved for future issuance as of December 31, 2018 was as follows: Exercise of outstanding stock options, vesting of RSUs, and issuance of RSUs vested but not released 2,389,070 Employee Stock Purchase Plan 293,888 Shares of common stock available for grant under the 2011 Plan 643,138 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 5,208,333 Total 9,309,784 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation Stock Incentive Plans The Company has a stock-based compensation plan 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 plan consists of 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”) and 2007 Stock Option Plan (the “2007 Plan”). On June 6, 2011, the Company’s stockholders approved the 2011 Plan, which is administered by the Compensation Committee of the Board. The 2011 Plan provides that stock options, stock units, restricted shares, and stock appreciation rights may be granted to executive officers, directors, consultants, and other key employees. The Company reserved 400,000 shares of common stock under the 2011 Plan, plus 459,956 shares of common stock that remained available for delivery under the 2007 Plan and the 2010 Plan as of June 6, 2011. In aggregate, as of June 6, 2011, 859,956 shares were available for future grant under the 2011 Plan, including shares rolled over from 2007 Plan and 2010 Plan. Subsequent to June 6, 2011 through December 31, 2017, the number of shares of common stock authorized for issuance under the 2011 Plan has been increased by 3.0 million shares. On May 31, 2018, the Company’s stockholders approved an amendment to the 2011 Plan to increase the number of shares of common stock authorized for issuance by 500,000 shares. Stock Options A summary of activity for the Company’s stock options for the year ended December 31, 2018 follows: Number Outstanding Average Exercise Price per Share Weighted Average Remaining Contractual Term (Years) Average Intrinsic Value Balance at December 31, 2017 672,441 $ 6.28 7.48 $ — Granted — — — Cancelled or Expired (48,339 ) 11.58 — Exercised (2,500 ) 5.20 2,100 Balance at December 31, 2018 621,602 $ 5.87 6.32 $ — Vested or expected to vest at December 31, 2018 619,572 $ 5.87 6.31 $ — Exercisable at December 31, 2018 538,266 $ 6.10 6.14 $ — The following table summarizes information about stock options outstanding as of December 31, 2018: 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 - $7.20 472,810 7.22 $ 4.47 389,474 $ 4.49 $7.50 - $11.30 127,198 3.48 9.42 127,198 9.42 $12.00 - $19.70 17,244 3.50 13.60 17,244 13.60 $21.70 - $24.20 4,350 2.67 23.27 4,350 23.27 $4.36 - $24.20 621,602 538,266 At December 31, 2018, there was $0.2 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 0.7 years. Restricted Stock Units The following is a summary of restricted stock unit (“RSU”) activity for the year ended December 31, 2018: Number Outstanding Weighted Average Fair Value Balance at December 31, 2017 1,460,044 $ 3.08 Granted 912,955 4.42 Vested (606,218 ) 3.61 Forfeited (399,151 ) 2.84 Balance at December 31, 2018 1,367,630 3.81 Shares vested but not released 399,838 3.24 The fair value of the Company’s RSUs is calculated based upon the fair market value of the Company’s common stock at the date of grant. As of December 31, 2018, there was $4.7 million of unrecognized compensation cost related to unvested RSUs granted, which is expected to be recognized over a weighted average period of 2.8 years. Stock-Based Compensation Expense The following table summarizes stock-based compensation expense related to stock options and RSUs included in the consolidated statements of operations for the years ended December 31, 2018 and 2017 (in thousands): Year Ended December 31, 2018 2017 Cost of revenue $ 89 $ 82 Research and development 488 480 Selling and marketing 689 651 General and administrative 1,380 1,267 Total $ 2,646 $ 2,480 Restricted Stock Unit Net Share Settlements During the years ended December 31, 2018 and 2017, the Company repurchased 141,670 and 178,207 shares, respectively of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of RSUs issued to employees. |
Net Loss per Common Share Attri
Net Loss per Common Share Attributable to Identiv Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss per Common Share Attributable to Identiv Stockholders’ Equity | 12. 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 table sets forth the computation of basic EPS: Year Ended December 31, Numerator: 2018 2017 Net loss attributable to Identiv, Inc. $ (4,708 ) $ (8,138 ) Accretion of Series B Preferred Stock dividends (833 ) — Numerator for basic EPS - income available to common stockholders (5,541 ) (8,138 ) Denominator: Weighted average shares outstanding 15,654 13,273 Net loss per share - basic $ (0.35 ) $ (0.61 ) The following common stock equivalents have been excluded from diluted net loss per share for the fiscal years ended December 31, 2018 and 2017 because their inclusion would be anti-dilutive: December 31, 2018 2017 Shares of common stock subject to outstanding RSUs 1,367,630 1,460,044 Shares of common stock subject to outstanding stock options 621,602 672,441 Shares of common stock subject to outstanding warrants 765,000 765,000 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 5,208,333 3,000,000 Total 7,972,920 5,907,840 |
Segment Reporting and Geographi
Segment Reporting and Geographic Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting and Geographic Information | 13. Segment Reporting and Geographic Information ASC Topic 280, Segment Reporting In the fourth quarter of 2018, the Company realigned the way in which it organized its operating segments in making operating decisions and assessing financial performance by combining the Identity and Credential segments. The combined segment is referred to as the Identity segment. All comparative segment information for fiscal 2017 has been reclassified to conform to the fiscal 2018 presentation. 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, 2018 and 2017 are as follows (in thousands): Year Ended December 31, 2018 2017 Premises: Net revenue $ 34,587 $ 24,154 Gross profit 19,373 13,669 Gross profit margin 56 % 57 % Identity: Net revenue 43,555 36,065 Gross profit 13,959 8,491 Gross profit margin 32 % 24 % Total: Net revenue 78,142 60,219 Gross profit 33,332 22,160 Gross profit margin 43 % 37 % Operating expenses: Research and development 7,235 6,146 Selling and marketing 16,391 13,452 General and administrative 10,824 7,241 Restructuring and severance 747 (49 ) Total operating expenses: 35,197 26,790 Loss from operations (1,865 ) (4,630 ) Non-operating income (expense): Interest expense, net (1,518 ) (2,590 ) Loss on extinguishment of debt, net (1,369 ) (788 ) Foreign currency gains (losses), net 204 (358 ) Loss before income taxes and noncontrolling interest $ (4,548 ) $ (8,366 ) 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, 2018 2017 Americas $ 60,153 $ 40,018 Europe and the Middle East 9,943 7,887 Asia-Pacific 8,046 12,314 Total $ 78,142 $ 60,219 Revenues: Americas 77 % 67 % Europe and the Middle East 13 % 13 % Asia-Pacific 10 % 20 % Total 100 % 100 % Long-lived assets by geographic location as of December 31, 2018 and 2017 are as follows (in thousands): December 31, 2018 2017 Property and equipment, net: Americas $ 1,060 $ 868 Europe and the Middle East 43 89 Asia-Pacific 1,521 1,086 Total property and equipment, net $ 2,624 $ 2,043 The Company’s net revenue is represented by the following product categories as of December 31, 2018 and 2017 (in thousands): Year Ended December 31, 2018 2017 Physical access and identity control readers $ 21,680 $ 18,601 Controller panels 14,509 14,637 Access cards and provisioning 14,237 8,396 Tags and transponders 12,953 13,089 Video technology and analytics 6,293 — Services 6,152 3,816 Third party access control products 1,205 1,014 Software 1,113 666 Total $ 78,142 $ 60,219 |
Restructuring and Severance
Restructuring and Severance | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring And Related Activities [Abstract] | |
Restructuring and Severance | 14. Restructuring and Severance On February 14, 2018, the Company acquired 3VR. As a result of the acquisition, during the year ended December 31, 2018, the Company incurred restructuring and severance expenses of $0.6 million, consisting of facility rental related costs of $0.3 million, and severance related costs of $0.3 million. In the third quarter of 2018, the Company entered into an agreement with a tenant to sublease the 3VR office facility over the remaining term of the original lease. In the fourth quarter of 2018, the Company recorded a restructuring accrual of $0.1 million for future its rental payment obligation associated with vacated office space at its Fremont, California facility. In 2017, the Company recorded a credit resulting from actual expenditures being less than originally accrued associated with the worldwide restructuring plan implemented in the first quarter of 2016. Restructuring and severance activities during the years ended December 31, 2018 and December 31, 2017 were as follows (in thousands): Year Ended December 31, 2018 2017 Balance at beginning of period $ — $ 237 Restructuring expense incurred for the period 747 (49 ) Payments during the period (618 ) (188 ) Balance at end of period $ 129 $ — |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Legal Proceedings | 15. Legal Proceedings 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 was 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 was 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 Company’s board of directors, 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. 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. After further briefing and argument, on October 22, 2017, the court issued its written order denying the motion to dismiss on the basis of demand futility. On January 3, 2018, the court entered a stipulated order setting a response and briefing schedule for defendants to the second amended complaint. Defendants filed motions to dismiss the second amended complaint in the Oswald action under Rule 12(b)(6) on January 16, 2018. After further briefing and argument, on April 13, 2018, the court entered an order granting defendants’ motions to dismiss. On April 19, 2018, Plaintiff Oswald filed a motion for leave to file a third amended complaint. On that same date, Plaintiff Chopra, a plaintiff in a related and stayed derivative action in state court, filed a motion to intervene in the Oswald action. After further briefing and argument, on July 16, 2018, the court entered an order granting the Chopra motion to intervene and denying the Oswald motion for leave to file a third amended complaint. After the filing of an unopposed administrative motion for entry of judgment by defendants, on October 1, 2018, the court entered an order granting administrative motion for entry of final judgment and entered final judgment in favor of all named defendants and against plaintiffs Oswald and Chopra. On October 23, 2018, plaintiff Oswald filed a notice of appeal with the Ninth Circuit. Oswald’s opening appellate brief was filed on March 4, 2019. In the interim, the state court Chopra and Wollnik actions have remained stayed with periodic status conferences. The next status conferences have been scheduled in the Chopra and Wollnik cases on November 5, 2019 before Judge Seligman. 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 its business and have a material adverse impact on its financial condition. From time to time, the Company could become subject to claims arising in the ordinary course of business or could be named 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, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. 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, 2018 expire at various dates during the next five years. The Company recognized rent expense of $1.9 million and $1.6 million for the years ended December 31, 2018 and 2017, 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, 2018 (in thousands): Operating Leases (a) Purchase Commitments Other Contractual Commitments Total 2019 $ 2,210 $ 10,893 $ 153 $ 13,256 2020 2,050 450 — 2,500 2021 1,706 450 — 2,156 2022 834 450 — 1,284 2023 533 450 — 983 Thereafter — — — — Total $ 7,333 $ 12,693 $ 153 $ 20,179 (a) Operating lease payments have not been reduced by sublease rentals of $2.6 million due in the future under noncancelable subleases. 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 36 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, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events On January 2, 2019, the Company completed the purchase of substantially all the assets of the Freedom, Liberty, and Enterphone™ MESH products and services of Viscount Systems, Inc. (“VSI”) and the assumption of certain liabilities (the “Asset Purchase”). Under the terms of the Asset Purchase, the Company was obligated to pay at closing aggregate consideration of approximately $3.2 million, consisting of (i) approximately $1.2 million in cash, and (ii) the issuance of shares of the Company’s common stock with a value of approximately $2.0 million. An aggregate of approximately $0.15 million of the Company’s common stock issuable at the closing of the transaction were held back for 12 months following the closing for the satisfaction of certain indemnification claims. Additionally, in the event that revenue from the assets purchased under the agreement in 2019 is greater than certain specified revenue targets, the Company will be obligated to issue earn-out consideration of up to a maximum of $3.5 million payable in shares of the Company’s common stock (subject to certain conditions). In the event that such revenue targets are not met in 2019, but 2020 revenue from the assets purchased exceeds certain higher targets for 2020, then the Company will be obligated to issue up to a maximum of $2.25 million in earnout consideration in the form of stock. The maximum total earnout consideration payable for all periods is $3.5 million in the aggregate, payable in the Company’s common stock. On February 6, 2019, the Company entered into the Tenth Amendment to its Loan and Security Agreement with EWB. Under the Tenth Amendment, the Revolving Loan Facility under the Loan and Security Agreement was increased from $16.0 million to $20.0 million, the interest rate was reduced from prime rate plus 1.0% to prime rate plus 0.75%, the maturity date was extended to February 8, 2021, and certain financial covenants were amended, including covenants with respect to minimum EBITDA levels. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | Description of Business — Identiv, Inc. (the “Company,”) is a global security technology company that secures data, physical places and things. Global organizations in the government, education, retail, transportation, healthcare and other markets rely upon the Company’s solutions. The Company’s solutions allow its customers to create safe, secure, validated and convenient experiences in schools, government offices, factories, transportation, hospitals and other types of facilities. 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 | Principles of Consolidation — 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 2017 financial statements to conform to the fiscal year 2018 presentation. The reclassifications had no impact on net loss, total assets, or stockholders’ equity. |
Use of Estimates | Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company believes judgment is involved in determining revenue recognition; the acquisition-date fair value of intangible assets; the fair value of contingent consideration associated with acquisitions; the recoverability of long-lived assets; impairment of goodwill and intangible assets; stock-based compensation expense; and income tax uncertainties. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ materially from those estimates and assumptions. |
Concentration of Credit Risk | Concentration of Credit Risk — No customer accounted for 10% or more of net revenue for the years ended December 31, 2018 and 2017, respectively. No customer accounted for 10% or more of the Company’s accounts receivable balance at December 31, 2018 or 2017. 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. |
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. |
Business Combinations | Business Combinations — The tangible and identifiable intangible assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values as of the business combination date, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The Company bases the estimated fair value of identifiable intangible assets acquired in a business combination on independent valuations that use information and assumptions provided by management, which consider management’s estimates of inputs and assumptions that a market participant would use. Any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed is recorded to goodwill. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows, discount rates, estimated useful lives and probabilities surrounding the achievement of contingent milestones could result in different purchase price allocations and amortization expense in current and future periods. In circumstances where an acquisition involves a contingent consideration arrangement that meets the definition of a liability under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity Transaction costs associated with acquisitions are expensed as incurred in general and administrative expenses. Results of operations and cash flows of acquired companies are included in the Company’s operating results from the date of acquisition. |
Intangible Assets | Intangible Assets — Amortizable intangible assets include trademarks, developed technology and customer relationships acquired as part of business combinations. Intangible assets subject to amortization are amortized using the straight-line method over their estimated useful lives ranging from four to twelve years and are reviewed for impairment in accordance with ASC Topic 360, Property, Plant and Equipment. |
Goodwill | Goodwill — In accordance with ASC Topic 350, Intangibles-Goodwill and Other (“ASC 350”), the Company’s goodwill is not amortized but is tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. In testing for goodwill impairment, the Company compares the fair value of its reporting unit to its carrying value including the goodwill of that unit. If the carrying value, including goodwill, exceeds the reporting unit’s fair value, the Company will recognize an impairment loss for the amount by which the carrying amount exceeds the reporting unit’s fair value. The loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. |
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. |
Long-Lived Assets | Long-Lived Assets — The Company reviews long‑lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the total estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows or other appropriate measures of fair value. There were no impairment losses recorded during the years ended December 31, 2018 or 2017. |
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, 2018, the net amount of capitalized software development costs was $381,000 and is included in other current and long term assets in the accompanying consolidated balance sheets. Software development costs capitalized in 2017 was $401,000. 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 of $0.2 million and $0.2 million for the years ended December 31, 2018 and 2017, 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 sheets. 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 ASC 718, 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 option 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 11, , 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. |
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, 2018 and 2017 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 currency of the Company are included in the Company’s consolidated statements of operations. The Company recognized currency gains of $0.2 million in 2018 and currency losses of $0.4 million in 2017. |
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 No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires lessees to recognize assets and liabilities on the balance sheet for all leases with terms longer than twelve months. The ASU also requires disclosure of certain information about leasing arrangements. ASU 2016-02 is effective on January 1, 2019, using a modified retrospective method of adoption. In August 2018, the FASB issued ASU 2018-11, “Targeted Improvements to ASC 842”, which includes an option to not restate comparative periods in transition and elect to use the effective date of ASC Topic 842, “Leases," as the date of initial application of transition. The Company adopted this ASU on January 1, 2019 and elected the transition option provided under ASU 2018-11 to recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. While the Company continues to review its population of leased assets, it expects to recognize operating lease liabilities ranging from $5.0 to $6.0 million, with corresponding right of use assets of the same amount based on the present value of the remaining lease payments over the lease term. This standard is not expected to have a material impact on the Company’s results of operations or cash flows. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Software - Revenue Recognition The Company adopted Topic 606 on January 1, 2018 using the modified retrospective transition method. Under this method, the Company evaluated contracts that were in effect at the beginning of fiscal 2018 as if those contracts had been accounted for under Topic 606. Under the modified retrospective transition approach, periods prior to the adoption date were not adjusted and continue to be reported in accordance with historical, pre-Topic 606 accounting. On the adoption date, a cumulative catch up adjustment was recorded to beginning retained earnings to reflect the impact of all existing arrangements under Topic 606. The Company increased retained earnings and decreased deferred revenue by approximately $2,000 for an uncompleted software development and technical support services contract with a customer. Under Topic 605 accounting, since the Company was unable to establish vendor-specific objective evidence (“VSOE”) of fair value for the product development and technical support services components in the contract, the Company was required to defer the revenue and recognize it over the term of the contract. Under Topic 606, the Company would have been required to establish the standalone selling price of each of the performance obligations in the contract and recognize the product development services revenue upon delivery, and recognize the technical support services revenue ratably over the term of the contract. The Company does not expect the impact of the adoption of Topic 606 to be material to its annual revenue and net income on an ongoing basis. Revenue generated under Topic 606 has been materially comparable to revenue recognized under Topic 605 in fiscal 2017 primarily due to the elimination of deferred revenue associated with the product development services discussed above that, under Topic 605, would have continued to be recognized into revenue in 2018 and 2019, offset by an increase in the revenue recognized related to the amount and timing of technical support services provided in the contract discussed above. The actual effects on revenue recognized for the fiscal year ended December 31, 2018 are reported in the table below. No incremental sales commission costs or other costs related to obtaining customer contracts were capitalized at the adoption date as they were immaterial. The timing of revenue recognition for hardware and professional services is expected to remain substantially unchanged. The Company’s overall mix of revenue recognized at a point in time versus over time is expected to increase in the future due to the intended growth and expansion of its services offerings. For the year ended December 31, 2018, approximately 94% of the Company’s revenue was recognizable on delivery and 6% over time. The following table summarizes the effects of adopting Topic 606 on the Company’s consolidated balance sheet as of December 31, 2018 (in thousands): Balance at Balance at December 31, 2017 Adjustments January 1, 2018 Deferred revenue $ 1,090 $ (2 ) $ 1,088 Accumulated deficit (399,647 ) 2 (399,645 ) The following table summarizes the effects of adopting Topic 606 on the Company’s consolidated statement of operations for the year ended December 31, 2018 (in thousands, except per share amounts): As Reported Under Balance Under Prior Topic 606 Adjustments GAAP Net revenue $ 78,142 $ 1 $ 78,143 Cost of revenue 44,810 — 44,810 Operating expenses 35,197 — 35,197 Provision for income taxes (155 ) — (155 ) Net loss (4,703 ) 1 (4,702 ) Net loss attributable to common stockholders (5,541 ) 1 (5,540 ) Basic and diluted net loss per share: Basic $ (0.35 ) — $ (0.35 ) Diluted $ (0.35 ) — $ (0.35 ) The adoption of Topic 606 had no impact on the Company’s net cash used in operating activities, net cash used in investing activities or net cash provided by financing activities. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Topic 606 | |
Summary of Effects of Adopting Topic 606 on Condensed Consolidated Balance Sheet and Operations | The following table summarizes the effects of adopting Topic 606 on the Company’s consolidated balance sheet as of December 31, 2018 (in thousands): Balance at Balance at December 31, 2017 Adjustments January 1, 2018 Deferred revenue $ 1,090 $ (2 ) $ 1,088 Accumulated deficit (399,647 ) 2 (399,645 ) The following table summarizes the effects of adopting Topic 606 on the Company’s consolidated statement of operations for the year ended December 31, 2018 (in thousands, except per share amounts): As Reported Under Balance Under Prior Topic 606 Adjustments GAAP Net revenue $ 78,142 $ 1 $ 78,143 Cost of revenue 44,810 — 44,810 Operating expenses 35,197 — 35,197 Provision for income taxes (155 ) — (155 ) Net loss (4,703 ) 1 (4,702 ) Net loss attributable to common stockholders (5,541 ) 1 (5,540 ) Basic and diluted net loss per share: Basic $ (0.35 ) — $ (0.35 ) Diluted $ (0.35 ) — $ (0.35 ) The adoption of Topic 606 had no impact on the Company’s net cash used in operating activities, net cash used in investing activities or net cash provided by financing activities. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Performance Obligation | Performance Obligation When Performance Obligation is Typically Satisfied When Payment is Typically Due How Standalone Selling Price is Typically Estimated Hardware products When customer obtains control of the product (point-in-time) Within 30-60 days of shipment Observable in transactions without multiple performance obligations Software licenses When license is delivered to customer or made available for download, and the applicable license period has begun (point-in-time) Within 30-60 days of the beginning of license period Established pricing practices for software licenses bundled with software maintenance, which are separately observable in renewal transactions Professional services As services are performed and/or when the contract is fulfilled (point-in-time) Within 30-60 days of delivery Observable in transactions without multiple performance obligations Software maintenance and support services Ratably over the course of the support contract (over time) Within 30-60 days of the beginning of the contract period Observable in renewal transactions Extended hardware warranties Ratably over the course of the support contract (over time) Within 30-60 days of the beginning of the contract period Observable in renewal transactions |
Total Net Sales Based on Disaggregation Criteria | Total net sales based on the disaggregation criteria described above are as follows (in thousands): Year Ended December 31, 2018 2017 Point-in- Point-in- Time Over Time Total Time Over Time Total Americas $ 55,906 $ 4,247 $ 60,153 $ 38,502 $ 1,516 $ 40,018 Europe and the Middle East 9,785 158 9,943 7,847 40 7,887 Asia-Pacific 8,023 23 8,046 12,314 — 12,314 Total $ 73,714 $ 4,428 $ 78,142 $ 58,663 $ 1,556 $ 60,219 |
Changes in Deferred Revenue | Changes in deferred revenue during the year ended December 31, 2018 were as follows (in thousands): Amount Deferred revenue at December 31, 2017 $ 1,090 Impact of adoption of Topic 606 (2 ) Deferred revenue at January 1, 2018 1,088 Fair value of deferred revenue acquired in acquisition, net of recognition 1,582 Deferral of revenue billed in current period, net of recognition 1,098 Recognition of revenue deferred in prior periods (958 ) Balance as of December 31, 2018 $ 2,810 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
3VR | |
Summary of Fair Values of Assets Acquired and Liabilities Assumed at Acquisition | The following table summarizes the fair values of assets acquired and liabilities assumed at the date of the Acquisition (in thousands): Cash $ 195 Accounts receivable 2,029 Inventory 257 Prepaid expenses and other current assets 169 Property and equipment 334 Trademarks 400 Customer relationships 2,900 Developed technology 3,000 Total identifiable assets acquired 9,284 Accounts payable (1,590 ) Accrued expenses and liabilities (726 ) Deferred revenue (2,928 ) Debt (3,622 ) Total liabilities assumed (8,866 ) Net identifiable assets acquired 418 Goodwill 5,796 Purchase price $ 6,214 |
Summary of Acquisition Related Finite-lived Intangibles and Estimated Lives | Acquisition related intangibles included in the above table are finite-lived and are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands): Gross Purchased Intangible Estimated Useful Life Assets (in Years) Trademarks $ 400 5 Customer relationships 2,900 10 Developed technology 3,000 10 $ 6,300 |
Thursby Software Systems | |
Summary of Fair Values of Assets Acquired and Liabilities Assumed at Acquisition | The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash $ 3,485 Accounts receivable 526 Inventory 1,361 Prepaid expenses and other current assets 12 Trademarks 200 Customer relationships 1,500 Developed technology 700 Total identifiable assets acquired 7,784 Accounts payable (31 ) Accrued expenses and liabilities (67 ) Deferred revenue (243 ) Other current liabilities (4,307 ) Total liabilities assumed (4,648 ) Net identifiable assets acquired 3,136 Goodwill 3,490 Purchase price 6,626 Less: cash acquired (3,485 ) Net purchase price $ 3,141 |
Summary of Acquisition Related Finite-lived Intangibles and Estimated Lives | Acquisition related intangibles included in the above table are finite-lived and are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands): Gross Purchased Intangible Estimated Useful Life Assets (in Years) Trademarks $ 200 5 Customer relationships 1,500 10 Developed technology 700 10 $ 2,400 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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): Developed Customer Trademarks Technology Relationships Total Amortization period (in years) 5 10 - 12 4 - 12 Gross carrying amount at December 31, 2017 $ — $ 4,600 $ 10,639 $ 15,239 Accumulated amortization 0 (3,257 ) (7,617 ) (10,874 ) Intangible assets, net at December 31, 2017 $ — $ 1,343 $ 3,022 $ 4,365 Gross carrying amount at December 31, 2018 $ 600 $ 8,300 $ 15,039 $ 23,939 Accumulated amortization (77 ) (3,978 ) (8,904 ) (12,959 ) Intangible assets, net at December 31, 2018 $ 523 $ 4,322 $ 6,135 $ 10,980 |
Amortization Expense Included in Condensed Consolidated Statements of Operations | The following table illustrates the amortization expense included in the consolidated statements of operations for the years ended December 31, 2018 and 2017 (in thousands): Year Ended December 31, 2018 2017 Cost of revenue $ 721 $ 448 Selling and marketing 1,364 1,007 Total $ 2,085 $ 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): 2019 $ 2,386 2020 2,385 2021 930 2022 930 2023 853 Thereafter 3,496 Total $ 10,980 |
3VR and TSS | |
Summary of Carrying Amount of Goodwill Resulting from Acquisitions of 3VR and TSS | The following table summarizes the carrying amount of goodwill resulting from the acquisitions of 3VR and TSS (in thousands): Premises Identity Total Balance at December 31, 2017 $ — $ — $ — Acquisition of businesses 5,796 3,490 9,286 Balance at December 31, 2018 $ 5,796 $ 3,490 $ 9,286 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 Raw materials $ 4,598 $ 3,700 Work-in-progress 77 22 Finished goods 8,956 7,404 Total $ 13,631 $ 11,126 |
Property and Equipment, Net | Property and equipment, net consists of (in thousands): December 31, 2018 2017 Building and leasehold improvements $ 1,250 $ 1,917 Furniture, fixtures and office equipment 1,806 1,771 Plant and machinery 9,484 9,411 Purchased software 2,167 2,050 Total 14,707 15,149 Accumulated depreciation (12,083 ) (13,106 ) Property and equipment, net $ 2,624 $ 2,043 |
Other Accrued Expenses and Liabilities | Other accrued expenses and liabilities consist of (in thousands): December 31, 2018 2017 Accrued professional fees $ 1,504 $ 1,065 Customer deposits 1,517 — Accrued warranties 316 — Other accrued expenses 1,940 955 Total $ 5,277 $ 2,020 |
Long-Term Payment Obligation (T
Long-Term Payment Obligation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 is as follows (in thousands): 2019 $ 1,266 2020 1,408 2021 364 Present value discount factor (153 ) Total 2,885 Less: Current portion - payment obligation (1,025 ) Long-term payment obligation $ 1,860 |
Financial Liabilities (Tables)
Financial Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Financial Liabilities | Financial liabilities consist of (in thousands): December 31, 2018 2017 Notes payable $ 2,000 $ — Term loan — 5,000 Revolving loan facility 11,579 8,736 Total before discount and debt issuance costs 13,579 13,736 Less: Current portion of notes payable (2,000 ) — Less: Current portion of financial liabilities (11,554 ) (9,829 ) Less: Current portion of unamortized discount and debt issuance costs (25 ) (404 ) Less: Long-term portion of unamortized discount and debt issuance costs — (582 ) Long-term financial liabilities $ — $ 2,921 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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): 2018 2017 Loss from operations before income taxes and noncontrolling interest: U.S. $ (6,330 ) $ (5,617 ) Foreign 1,782 (2,749 ) Loss from operations before income taxes and noncontrolling interest $ (4,548 ) $ (8,366 ) |
(Provision) Benefit for Income Taxes | The (provision) benefit for income taxes consisted of the following (in thousands): December 31, 2018 2017 Deferred: Federal $ — $ — State — — Foreign — — $ — $ — Current Federal $ 23 $ — State (26 ) (33 ) Foreign (152 ) 247 Total current (155 ) 214 Total (provision) benefit for income taxes $ (155 ) $ 214 |
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, 2018 2017 Deferred tax assets: Allowances not currently deductible for tax purposes $ 902 $ 1,177 Net operating loss carryforwards 59,606 56,989 Interest carryforwards 828 — Stock options 1,176 873 Accrued and other 1,568 1,104 64,080 60,143 Less valuation allowance (60,824 ) (58,248 ) 3,256 1,895 Deferred tax liability: Depreciation and amortization (1,945 ) (1,085 ) State income taxes (1,311 ) (810 ) (3,256 ) (1,895 ) Net deferred tax liability $ — $ — |
Provision for Income Taxes Reconciled to Amount Computed by Applying Statutory Federal Tax Rate to Loss before Income Taxes from Operations | The provision for income taxes reconciled 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, 2018 2017 Income tax (benefit) provision at statutory federal tax rate of 21% and 34% for 2018 and 2017, respectively $ 955 $ 2,845 State taxes, net of federal benefit (21 ) (22 ) Foreign taxes provisions provided for at rates other than U.S statutory rate 222 (687 ) Federal rate adjustment — (15,780 ) Change in valuation allowance (1,141 ) 13,931 Permanent differences 108 200 Acquisition costs (115 ) — Other (163 ) (273 ) Total (provision) benefit for income taxes $ (155 ) $ 214 |
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): 2018 2017 Balance at January 1 $ 2,878 $ 2,874 Additions based on tax positions related to the current year 2 2 Additions for tax positions of prior years — 2 Reductions in prior year tax positions (1 ) — Balance at December 31 $ 2,879 $ 2,878 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Preferred Stock and the Accretion Of Dividends Activity | The following table summarizes Series B Preferred Stock and the accretion of dividends activity for the year ended December 31, 2018 (in thousands): Tranche 1 Tranche 2 Total Series B Preferred Stock Balance at December 31, 2017 $ 12,000 $ — $ 12,000 Issuance of Series B Preferred Stock — 8,000 8,000 Cumulative dividends on Series B Preferred Stock 600 233 833 Balance at December 31, 2018 $ 12,600 $ 8,233 $ 20,833 Number of Common Shares Issuable Upon Conversion Balance at December 31, 2017 3,000 — 3,000 Issuance of Series B Preferred Stock — 2,000 2,000 Cumulative dividends on Series B Preferred Stock 150 58 208 Balance at December 31, 2018 3,150 2,058 5,208 |
Summary of Outstanding Warrants Issued by Company | Below is a summary of outstanding warrants issued by the Company as of December 31, 2018: 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 EWB 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 |
Schedule of Common Stock Reserved for Future Issuance | Common Stock Reserved for Future Issuance Common stock reserved for future issuance as of December 31, 2018 was as follows: Exercise of outstanding stock options, vesting of RSUs, and issuance of RSUs vested but not released 2,389,070 Employee Stock Purchase Plan 293,888 Shares of common stock available for grant under the 2011 Plan 643,138 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 5,208,333 Total 9,309,784 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Activity under Stock-Based Compensation Plans | A summary of activity for the Company’s stock options for the year ended December 31, 2018 follows: Number Outstanding Average Exercise Price per Share Weighted Average Remaining Contractual Term (Years) Average Intrinsic Value Balance at December 31, 2017 672,441 $ 6.28 7.48 $ — Granted — — — Cancelled or Expired (48,339 ) 11.58 — Exercised (2,500 ) 5.20 2,100 Balance at December 31, 2018 621,602 $ 5.87 6.32 $ — Vested or expected to vest at December 31, 2018 619,572 $ 5.87 6.31 $ — Exercisable at December 31, 2018 538,266 $ 6.10 6.14 $ — |
Summary Information about Stock Options Outstanding | The following table summarizes information about stock options outstanding as of December 31, 2018: 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 - $7.20 472,810 7.22 $ 4.47 389,474 $ 4.49 $7.50 - $11.30 127,198 3.48 9.42 127,198 9.42 $12.00 - $19.70 17,244 3.50 13.60 17,244 13.60 $21.70 - $24.20 4,350 2.67 23.27 4,350 23.27 $4.36 - $24.20 621,602 538,266 |
Summary of Restricted Stock Unit (RSU) Activity | The following is a summary of restricted stock unit (“RSU”) activity for the year ended December 31, 2018: Number Outstanding Weighted Average Fair Value Balance at December 31, 2017 1,460,044 $ 3.08 Granted 912,955 4.42 Vested (606,218 ) 3.61 Forfeited (399,151 ) 2.84 Balance at December 31, 2018 1,367,630 3.81 Shares vested but not released 399,838 3.24 |
Stock-Based Compensation Expense Related to Stock Options and RSUs | The following table summarizes stock-based compensation expense related to stock options and RSUs included in the consolidated statements of operations for the years ended December 31, 2018 and 2017 (in thousands): Year Ended December 31, 2018 2017 Cost of revenue $ 89 $ 82 Research and development 488 480 Selling and marketing 689 651 General and administrative 1,380 1,267 Total $ 2,646 $ 2,480 |
Net Loss per Common Share Att_2
Net Loss per Common Share Attributable to Identiv Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Computation of Basic Earning Per Share | The following table sets forth the computation of basic EPS: Year Ended December 31, Numerator: 2018 2017 Net loss attributable to Identiv, Inc. $ (4,708 ) $ (8,138 ) Accretion of Series B Preferred Stock dividends (833 ) — Numerator for basic EPS - income available to common stockholders (5,541 ) (8,138 ) Denominator: Weighted average shares outstanding 15,654 13,273 Net loss per share - basic $ (0.35 ) $ (0.61 ) |
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, 2018 and 2017 because their inclusion would be anti-dilutive: December 31, 2018 2017 Shares of common stock subject to outstanding RSUs 1,367,630 1,460,044 Shares of common stock subject to outstanding stock options 621,602 672,441 Shares of common stock subject to outstanding warrants 765,000 765,000 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 5,208,333 3,000,000 Total 7,972,920 5,907,840 |
Segment Reporting and Geograp_2
Segment Reporting and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017 are as follows (in thousands): Year Ended December 31, 2018 2017 Premises: Net revenue $ 34,587 $ 24,154 Gross profit 19,373 13,669 Gross profit margin 56 % 57 % Identity: Net revenue 43,555 36,065 Gross profit 13,959 8,491 Gross profit margin 32 % 24 % Total: Net revenue 78,142 60,219 Gross profit 33,332 22,160 Gross profit margin 43 % 37 % Operating expenses: Research and development 7,235 6,146 Selling and marketing 16,391 13,452 General and administrative 10,824 7,241 Restructuring and severance 747 (49 ) Total operating expenses: 35,197 26,790 Loss from operations (1,865 ) (4,630 ) Non-operating income (expense): Interest expense, net (1,518 ) (2,590 ) Loss on extinguishment of debt, net (1,369 ) (788 ) Foreign currency gains (losses), net 204 (358 ) Loss before income taxes and noncontrolling interest $ (4,548 ) $ (8,366 ) |
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, 2018 2017 Americas $ 60,153 $ 40,018 Europe and the Middle East 9,943 7,887 Asia-Pacific 8,046 12,314 Total $ 78,142 $ 60,219 Revenues: Americas 77 % 67 % Europe and the Middle East 13 % 13 % Asia-Pacific 10 % 20 % Total 100 % 100 % |
Long-Lived Assets by Geographic Location | Long-lived assets by geographic location as of December 31, 2018 and 2017 are as follows (in thousands): December 31, 2018 2017 Property and equipment, net: Americas $ 1,060 $ 868 Europe and the Middle East 43 89 Asia-Pacific 1,521 1,086 Total property and equipment, net $ 2,624 $ 2,043 |
Summary of Company's Net Revenues | The Company’s net revenue is represented by the following product categories as of December 31, 2018 and 2017 (in thousands): Year Ended December 31, 2018 2017 Physical access and identity control readers $ 21,680 $ 18,601 Controller panels 14,509 14,637 Access cards and provisioning 14,237 8,396 Tags and transponders 12,953 13,089 Video technology and analytics 6,293 — Services 6,152 3,816 Third party access control products 1,205 1,014 Software 1,113 666 Total $ 78,142 $ 60,219 |
Restructuring and Severance (Ta
Restructuring and Severance (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring And Related Activities [Abstract] | |
Restructuring and Severance | Restructuring and severance activities during the years ended December 31, 2018 and December 31, 2017 were as follows (in thousands): Year Ended December 31, 2018 2017 Balance at beginning of period $ — $ 237 Restructuring expense incurred for the period 747 (49 ) Payments during the period (618 ) (188 ) Balance at end of period $ 129 $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 (in thousands): Operating Leases (a) Purchase Commitments Other Contractual Commitments Total 2019 $ 2,210 $ 10,893 $ 153 $ 13,256 2020 2,050 450 — 2,500 2021 1,706 450 — 2,156 2022 834 450 — 1,284 2023 533 450 — 983 Thereafter — — — — Total $ 7,333 $ 12,693 $ 153 $ 20,179 (a) Operating lease payments have not been reduced by sublease rentals of $2.6 million due in the future under noncancelable subleases. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | |||
Dec. 31, 2018USD ($)Customer | Dec. 31, 2017USD ($)Customer | Jan. 01, 2019USD ($) | Jan. 01, 2018USD ($) | |
Accounting Policies [Line Items] | ||||
Concentration Risk, Customer | No customer accounted for 10% or more of net revenue for the years ended December 31, 2018 and 2017, respectively. No customer accounted for 10% or more of the Company’s accounts receivable balance at December 31, 2018 or 2017. | |||
Number of major customer represented stated percentage of total net revenue | Customer | 0 | 0 | ||
Number of customers who accounted for 10% or more accounts receivable balance | Customer | 0 | 0 | ||
Impairment losses on long lived assets | $ 0 | $ 0 | ||
Capitalized software development costs, net | 381,000 | |||
Software development costs capitalized in period | 401,000 | |||
Amortization expense | 2,085,000 | 1,455,000 | ||
Foreign currency translation and transactions gains (losses) | 200,000 | (400,000) | ||
Accumulated deficit | (404,353,000) | (399,647,000) | ||
Deferred Revenue | $ 2,174,000 | 900,000 | ||
Topic 606 | ||||
Accounting Policies [Line Items] | ||||
Accumulated deficit | $ (399,645,000) | |||
Capitalized incremental sales commission costs or other costs | 0 | |||
Topic 606 | On Delivery | ||||
Accounting Policies [Line Items] | ||||
Percentage of revenue recognized | 94.00% | |||
Topic 606 | Over Time | ||||
Accounting Policies [Line Items] | ||||
Percentage of revenue recognized | 6.00% | |||
Topic 606 | Adjustments | ||||
Accounting Policies [Line Items] | ||||
Accumulated deficit | 2,000 | |||
Deferred Revenue | $ (2,000) | |||
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 lives of intangible asset | 3 years | |||
Amortization expense | $ 200,000 | $ 200,000 | ||
Minimum | ||||
Accounting Policies [Line Items] | ||||
Estimated useful lives of intangible asset | 4 years | |||
Minimum | Accounting Standards Update 2016-02 | Subsequent Event | ||||
Accounting Policies [Line Items] | ||||
Operating lease, right-of-use asset | $ 5,000,000 | |||
Operating lease, liability | 5,000,000 | |||
Minimum | Furniture, Fixtures and Office Equipment | ||||
Accounting Policies [Line Items] | ||||
Property and equipment, estimated useful lives | 3 years | |||
Minimum | Plant and Machinery | ||||
Accounting Policies [Line Items] | ||||
Property and equipment, estimated useful lives | 5 years | |||
Maximum | ||||
Accounting Policies [Line Items] | ||||
Estimated useful lives of intangible asset | 12 years | |||
Maximum | Accounting Standards Update 2016-02 | Subsequent Event | ||||
Accounting Policies [Line Items] | ||||
Operating lease, right-of-use asset | 6,000,000 | |||
Operating lease, liability | $ 6,000,000 | |||
Maximum | Furniture, Fixtures and Office Equipment | ||||
Accounting Policies [Line Items] | ||||
Property and equipment, estimated useful lives | 10 years | |||
Maximum | Plant and Machinery | ||||
Accounting Policies [Line Items] | ||||
Property and equipment, estimated useful lives | 7 years |
Summary of Effects of Adopting
Summary of Effects of Adopting Topic 606 on Consolidated Balance Sheet (Detail) - USD ($) | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Deferred revenue | $ 2,810,000 | $ 1,090,000 | |
Accumulated deficit | $ (404,353,000) | $ (399,647,000) | |
Topic 606 | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Deferred revenue | $ 1,088,000 | ||
Accumulated deficit | (399,645,000) | ||
Topic 606 | Adjustments | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Deferred revenue | (2,000) | ||
Accumulated deficit | $ 2,000 |
Summary of Effects of Adoptin_2
Summary of Effects of Adopting Topic 606 on Consolidated Statement of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Net revenue | $ 78,142 | $ 60,219 |
Cost of revenue | 44,810 | 38,059 |
Operating expenses | 35,197 | 26,790 |
Provision for income taxes | (155) | 214 |
Net loss | (4,703) | (8,152) |
Net loss attributable to common stockholders | $ (5,541) | $ (8,138) |
Basic and diluted net loss per share: | ||
Basic | $ (0.35) | $ (0.61) |
Diluted | $ (0.35) | $ (0.61) |
Topic 606 | Adjustments | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Net revenue | $ 1 | |
Net loss | 1 | |
Net loss attributable to common stockholders | 1 | |
Topic 606 | Balance Under Prior GAAP | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Net revenue | 78,143 | |
Cost of revenue | 44,810 | |
Operating expenses | 35,197 | |
Provision for income taxes | (155) | |
Net loss | (4,702) | |
Net loss attributable to common stockholders | $ (5,540) | |
Basic and diluted net loss per share: | ||
Basic | $ (0.35) | |
Diluted | $ (0.35) |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($)Segment | |
Revenue From Contract With Customer [Line Items] | |
Number of operating segments | Segment | 2 |
Remaining performance obligations | $ | $ 1.9 |
Revenue, practical expedient, unsatisfied performance obligations non disclosure | true |
Revenue, practical expedient, time value of money for contracts consideration | false |
Minimum | |
Revenue From Contract With Customer [Line Items] | |
Payment period from contract inception | 30 days |
Maximum | |
Revenue From Contract With Customer [Line Items] | |
Payment period from contract inception | 90 days |
Hardware Products | Minimum | |
Revenue From Contract With Customer [Line Items] | |
Payment period, after shipment | 30 days |
Hardware Products | Maximum | |
Revenue From Contract With Customer [Line Items] | |
Payment period, after shipment | 60 days |
Software Licenses | Minimum | |
Revenue From Contract With Customer [Line Items] | |
Payment period, after shipment | 30 days |
Contract period | 1 year |
Software Licenses | Maximum | |
Revenue From Contract With Customer [Line Items] | |
Payment period, after shipment | 60 days |
Contract period | 3 years |
Software Maintenance and Support Services | Minimum | |
Revenue From Contract With Customer [Line Items] | |
Payment period, after shipment | 30 days |
Contract period | 1 year |
Software Maintenance and Support Services | Maximum | |
Revenue From Contract With Customer [Line Items] | |
Payment period, after shipment | 60 days |
Contract period | 3 years |
Extended Hardware Warranties | Minimum | |
Revenue From Contract With Customer [Line Items] | |
Payment period, after shipment | 30 days |
Contract period | 1 year |
Extended Hardware Warranties | Maximum | |
Revenue From Contract With Customer [Line Items] | |
Payment period, after shipment | 60 days |
Contract period | 2 years |
Schedule of Performance Obligat
Schedule of Performance Obligation (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Hardware Products | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Performance Obligation | Hardware products |
When Performance Obligation is Typically Satisfied | When customer obtains control of the product (point-in-time) |
When Payment is Typically Due | Within 30-60 days of shipment |
How Standalone Selling Price is Typically Estimated | Observable in transactions without multiple performance obligations |
Software Licenses | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Performance Obligation | Software licenses |
When Performance Obligation is Typically Satisfied | When license is delivered to customer or made available for download, and the applicable license period has begun (point-in-time) |
When Payment is Typically Due | Within 30-60 days of the beginning of license period |
How Standalone Selling Price is Typically Estimated | Established pricing practices for software licenses bundled with software maintenance, which are separately observable in renewal transactions |
Professional Services | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Performance Obligation | Professional services |
When Performance Obligation is Typically Satisfied | As services are performed and/or when the contract is fulfilled (point-in-time) |
When Payment is Typically Due | Within 30-60 days of delivery |
How Standalone Selling Price is Typically Estimated | Observable in transactions without multiple performance obligations |
Software Maintenance and Support Services | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Performance Obligation | Software maintenance and support services |
When Performance Obligation is Typically Satisfied | Ratably over the course of the support contract (over time) |
When Payment is Typically Due | Within 30-60 days of the beginning of the contract period |
How Standalone Selling Price is Typically Estimated | Observable in renewal transactions |
Extended Hardware Warranties | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Performance Obligation | Extended hardware warranties |
When Performance Obligation is Typically Satisfied | Ratably over the course of the support contract (over time) |
When Payment is Typically Due | Within 30-60 days of the beginning of the contract period |
How Standalone Selling Price is Typically Estimated | Observable in renewal transactions |
Schedule of Performance Oblig_2
Schedule of Performance Obligation (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Hardware Products | Minimum | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Payment period, after shipment | 30 days |
Hardware Products | Maximum | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Payment period, after shipment | 60 days |
Software Licenses | Minimum | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Payment period, after shipment | 30 days |
Software Licenses | Maximum | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Payment period, after shipment | 60 days |
Professional Services | Minimum | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Payment period, after shipment | 30 days |
Professional Services | Maximum | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Payment period, after shipment | 60 days |
Software Maintenance and Support Services | Minimum | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Payment period, after shipment | 30 days |
Software Maintenance and Support Services | Maximum | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Payment period, after shipment | 60 days |
Extended Hardware Warranties | Minimum | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Payment period, after shipment | 30 days |
Extended Hardware Warranties | Maximum | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Payment period, after shipment | 60 days |
Total Net Sales Based on Disagg
Total Net Sales Based on Disaggregation Criteria (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation Of Revenue [Line Items] | ||
Total net sales | $ 78,142 | $ 60,219 |
Point-in-Time | ||
Disaggregation Of Revenue [Line Items] | ||
Total net sales | 73,714 | 58,663 |
Over Time | ||
Disaggregation Of Revenue [Line Items] | ||
Total net sales | 4,428 | 1,556 |
Americas | ||
Disaggregation Of Revenue [Line Items] | ||
Total net sales | 60,153 | 40,018 |
Americas | Point-in-Time | ||
Disaggregation Of Revenue [Line Items] | ||
Total net sales | 55,906 | 38,502 |
Americas | Over Time | ||
Disaggregation Of Revenue [Line Items] | ||
Total net sales | 4,247 | 1,516 |
Europe and the Middle East | ||
Disaggregation Of Revenue [Line Items] | ||
Total net sales | 9,943 | 7,887 |
Europe and the Middle East | Point-in-Time | ||
Disaggregation Of Revenue [Line Items] | ||
Total net sales | 9,785 | 7,847 |
Europe and the Middle East | Over Time | ||
Disaggregation Of Revenue [Line Items] | ||
Total net sales | 158 | 40 |
Asia-Pacific | ||
Disaggregation Of Revenue [Line Items] | ||
Total net sales | 8,046 | 12,314 |
Asia-Pacific | Point-in-Time | ||
Disaggregation Of Revenue [Line Items] | ||
Total net sales | 8,023 | $ 12,314 |
Asia-Pacific | Over Time | ||
Disaggregation Of Revenue [Line Items] | ||
Total net sales | $ 23 |
Changes in Deferred Revenue (De
Changes in Deferred Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | |
Disaggregation Of Revenue [Line Items] | |||
Deferred revenue | $ 2,810 | $ 1,090 | |
Fair value of deferred revenue acquired in acquisition, net of recognition | 1,582 | ||
Deferral of revenue billed in current period, net of recognition | 1,098 | ||
Recognition of revenue deferred in prior periods | $ (958) | ||
Topic 606 | |||
Disaggregation Of Revenue [Line Items] | |||
Deferred revenue | $ 1,088 | ||
Topic 606 | Impact of Adoption of Topic 606 | |||
Disaggregation Of Revenue [Line Items] | |||
Deferred revenue | $ (2) |
Revenue - Unsatisfied Performan
Revenue - Unsatisfied Performance Obligation - Additional Information (Detail) | Dec. 31, 2018 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-01-01 | |
Revenue From Contract With Customer [Line Items] | |
Unsatisfied performance obligations, expected to recognize | 66.00% |
Unsatisfied performance obligations, expected to recognize, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01 | |
Revenue From Contract With Customer [Line Items] | |
Unsatisfied performance obligations, expected to recognize | 26.00% |
Unsatisfied performance obligations, expected to recognize, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01 | |
Revenue From Contract With Customer [Line Items] | |
Unsatisfied performance obligations, expected to recognize | 8.00% |
Unsatisfied performance obligations, expected to recognize, period |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) | Feb. 14, 2019 | Jan. 25, 2019 | Nov. 01, 2018 | May 09, 2018 | Feb. 14, 2018 | Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||||||||
Decrease in accounts receivable | $ (68,000) | $ (2,786,000) | |||||||
Goodwill | $ 9,286,000 | ||||||||
3VR | |||||||||
Business Acquisition [Line Items] | |||||||||
Date of acquisition completed | Feb. 14, 2018 | Feb. 14, 2018 | |||||||
Business combination, aggregate consideration | $ 6,200,000 | ||||||||
Business combination, net of cash acquired | 1,600,000 | ||||||||
Business combination, issuance of notes | $ 2,000,000 | ||||||||
Business combination, issuance of common stock, shares | 609,830 | ||||||||
Business combination, issuance of common stock | $ 2,300,000 | ||||||||
Business combination, issuance of common stock shares held back | 294,927 | ||||||||
Reduction in purchase consideration | $ 660,000 | ||||||||
Reduction in goodwill | $ 660,000 | ||||||||
Business combination, cancellation of common stock shares held back | 181,319 | ||||||||
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 | ||||||||
Decrease in accounts receivable | $ 561,000 | ||||||||
Goodwill | 5,796,000 | ||||||||
3VR | ASC 805 | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition and transitional costs | $ 548,000 | $ 212,000 | |||||||
3VR | Notes Payable | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, issuance of notes | 2,000,000 | ||||||||
3VR | Scenario, Forecast | |||||||||
Business Acquisition [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 | ||||||||
3VR | Subsequent Event | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, issuance of common stock value held back | $ 300,000 | ||||||||
Business combination, issuance of common stock shares holdback | 93,406 | ||||||||
3VR | Subsequent Event | Notes Payable | |||||||||
Business Acquisition [Line Items] | |||||||||
Debt instrument payment, principal and interest | $ 2,060,000 | ||||||||
3VR | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, issuance of common stock value held back | $ 1,000,000 | ||||||||
Thursby Software Systems | |||||||||
Business Acquisition [Line Items] | |||||||||
Date of acquisition completed | Nov. 1, 2018 | ||||||||
Business combination, aggregate consideration | $ 3,100,000 | ||||||||
Business combination, net of cash acquired | $ 600,000 | ||||||||
Business combination, issuance of common stock, shares | 426,621 | ||||||||
Business combination, issuance of common stock | $ 2,500,000 | ||||||||
Goodwill | $ 3,490,000 | ||||||||
Business combination, issuance of common stock shares held back | 85,324 | ||||||||
Product revenue to be achieved to obligate earn-out consideration | $ 11,000,000 | ||||||||
Amount of additional earn-out consideration of payable in shares of common stock | 2,500,000 | ||||||||
Amount of maximum earn-out consideration of payable for all periods in shares of common stock | 7,500,000 | ||||||||
Thursby Software Systems | ASC 805 | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition and transitional costs | $ 208,000 | ||||||||
Thursby Software Systems | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, issuance of common stock value held back | 500,000 | ||||||||
Product revenue to be achieved to obligate earn-out consideration | 15,000,000 | ||||||||
Amount of earn-out consideration of payable in shares of common stock | 7,500,000 | ||||||||
Product revenue to be achieved to obligate additional earn-out consideration | 15,000,000 | ||||||||
Thursby Software Systems | Minimum | |||||||||
Business Acquisition [Line Items] | |||||||||
Product revenue to be achieved to obligate earn-out consideration | 8,000,000 | ||||||||
Product revenue to be achieved to obligate additional earn-out consideration | $ 15,000,000 |
Summary of Fair Values of Asset
Summary of Fair Values of Assets Acquired and Liabilities Assumed at Acquisition (Detail) - USD ($) $ in Thousands | Nov. 01, 2018 | Dec. 31, 2018 | Feb. 14, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 9,286 | ||
Net purchase price | $ 2,027 | ||
3VR | |||
Business Acquisition [Line Items] | |||
Cash | $ 195 | ||
Accounts receivable | 2,029 | ||
Inventory | 257 | ||
Prepaid expenses and other current assets | 169 | ||
Property and equipment | 334 | ||
Finite-lived intangibles | 6,300 | ||
Total identifiable assets acquired | 9,284 | ||
Accounts payable | (1,590) | ||
Accrued expenses and liabilities | (726) | ||
Deferred revenue | (2,928) | ||
Debt | (3,622) | ||
Total liabilities assumed | (8,866) | ||
Net identifiable assets acquired | 418 | ||
Goodwill | 5,796 | ||
Purchase price | 6,214 | ||
3VR | Trademarks | |||
Business Acquisition [Line Items] | |||
Finite-lived intangibles | 400 | ||
3VR | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Finite-lived intangibles | 2,900 | ||
3VR | Developed Technology | |||
Business Acquisition [Line Items] | |||
Finite-lived intangibles | $ 3,000 | ||
Thursby Software Systems | |||
Business Acquisition [Line Items] | |||
Cash | $ 3,485 | ||
Accounts receivable | 526 | ||
Inventory | 1,361 | ||
Prepaid expenses and other current assets | 12 | ||
Finite-lived intangibles | 2,400 | ||
Total identifiable assets acquired | 7,784 | ||
Accounts payable | (31) | ||
Accrued expenses and liabilities | (67) | ||
Deferred revenue | (243) | ||
Other current liabilities | (4,307) | ||
Total liabilities assumed | (4,648) | ||
Net identifiable assets acquired | 3,136 | ||
Goodwill | 3,490 | ||
Purchase price | 6,626 | ||
Less: cash acquired | (3,485) | ||
Net purchase price | 3,141 | ||
Thursby Software Systems | Trademarks | |||
Business Acquisition [Line Items] | |||
Finite-lived intangibles | 200 | ||
Thursby Software Systems | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Finite-lived intangibles | 1,500 | ||
Thursby Software Systems | Developed Technology | |||
Business Acquisition [Line Items] | |||
Finite-lived intangibles | $ 700 |
Summary of Acquisition Related
Summary of Acquisition Related Finite-lived Intangibles and Estimated Lives (Detail) - USD ($) $ in Thousands | Nov. 01, 2018 | Feb. 14, 2018 |
3VR | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Purchased Intangible Assets | $ 6,300 | |
3VR | Trademarks | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Purchased Intangible Assets | $ 400 | |
Estimated Useful Life (in Years) | 5 years | |
3VR | Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Purchased Intangible Assets | $ 2,900 | |
Estimated Useful Life (in Years) | 10 years | |
3VR | Developed Technology | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Purchased Intangible Assets | $ 3,000 | |
Estimated Useful Life (in Years) | 10 years | |
Thursby Software Systems | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Purchased Intangible Assets | $ 2,400 | |
Thursby Software Systems | Trademarks | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Purchased Intangible Assets | $ 200 | |
Estimated Useful Life (in Years) | 5 years | |
Thursby Software Systems | Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Purchased Intangible Assets | $ 1,500 | |
Estimated Useful Life (in Years) | 10 years | |
Thursby Software Systems | Developed Technology | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Purchased Intangible Assets | $ 700 | |
Estimated Useful Life (in Years) | 10 years |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 0 | |
Fair Value, Measurements, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Asset measured and recognized at fair value | $ 0 | 0 |
Liability measured and recognized at fair value | 0 | 0 |
Fair Value Measurements, Non-recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liability measured and recognized at fair value | 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 |
Summary of Carrying Amount of G
Summary of Carrying Amount of Goodwill Resulting from Acquisitions of 3VR and TSS (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Goodwill [Line Items] | |
Ending Balance | $ 9,286 |
3VR and TSS | |
Goodwill [Line Items] | |
Acquisition of businesses | 9,286 |
Ending Balance | 9,286 |
3VR and TSS | Premises | |
Goodwill [Line Items] | |
Acquisition of businesses | 5,796 |
Ending Balance | 5,796 |
3VR and TSS | Identity | |
Goodwill [Line Items] | |
Acquisition of businesses | 3,490 |
Ending Balance | $ 3,490 |
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, 2018 | Dec. 31, 2017 | |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 23,939 | $ 15,239 |
Accumulated amortization | (12,959) | (10,874) |
Intangible assets, net | $ 10,980 | 4,365 |
Minimum | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization period (in years) | 4 years | |
Maximum | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization period (in years) | 12 years | |
Trademarks | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization period (in years) | 5 years | |
Gross carrying amount | $ 600 | |
Accumulated amortization | (77) | 0 |
Intangible assets, net | 523 | |
Developed Technology | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 8,300 | 4,600 |
Accumulated amortization | (3,978) | (3,257) |
Intangible assets, net | $ 4,322 | 1,343 |
Developed Technology | Minimum | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization period (in years) | 10 years | |
Developed Technology | Maximum | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization period (in years) | 12 years | |
Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 15,039 | 10,639 |
Accumulated amortization | (8,904) | (7,617) |
Intangible assets, net | $ 6,135 | $ 3,022 |
Customer Relationships | Minimum | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization period (in years) | 4 years | |
Customer Relationships | Maximum | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization period (in years) | 12 years |
Amortization Expense Included i
Amortization Expense Included in Condensed Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 2,085 | $ 1,455 |
Cost of revenue | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense | 721 | 448 |
Selling and Marketing Expense | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 1,364 | $ 1,007 |
Estimated Future Amortization E
Estimated Future Amortization Expense of Purchased Intangible Assets with Definite Lives (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2019 | $ 2,386 | |
2020 | 2,385 | |
2021 | 930 | |
2022 | 930 | |
2023 | 853 | |
Thereafter | 3,496 | |
Intangible assets, net | $ 10,980 | $ 4,365 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 4,598 | $ 3,700 |
Work-in-progress | 77 | 22 |
Finished goods | 8,956 | 7,404 |
Total | $ 13,631 | $ 11,126 |
Property and Equipment, Net (De
Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 14,707 | $ 15,149 |
Accumulated depreciation | (12,083) | (13,106) |
Property and equipment, net | 2,624 | 2,043 |
Building and Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,250 | 1,917 |
Furniture, Fixtures and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,806 | 1,771 |
Plant and Machinery | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 9,484 | 9,411 |
Purchased Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 2,167 | $ 2,050 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 1.1 | $ 1.3 |
Other Accrued Expenses and Liab
Other Accrued Expenses and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accrued Liabilities And Other Liabilities Current [Abstract] | ||
Accrued professional fees | $ 1,504 | $ 1,065 |
Customer deposits | 1,517 | |
Accrued warranties | 316 | |
Other accrued expenses | 1,940 | 955 |
Total | $ 5,277 | $ 2,020 |
Long-Term Payment Obligation -
Long-Term Payment Obligation - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2012 | |
Related Party Transaction [Line Items] | |||
Interest accreted on long-term payment obligation | $ 0.2 | $ 0.3 | |
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 | 2020 |
Payment Obligation in Connectio
Payment Obligation in Connection with Hirsch Acquisition (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||
2019 | $ 10,893 | |
2020 | 450 | |
2021 | 450 | |
Total | 12,693 | |
Less: Current portion - payment obligation | (1,025) | $ (888) |
Long-term payment obligation | 1,860 | $ 2,998 |
Hirsch Electronics | ||
Related Party Transaction [Line Items] | ||
2019 | 1,266 | |
2020 | 1,408 | |
2021 | 364 | |
Present value discount factor | (153) | |
Total | 2,885 | |
Less: Current portion - payment obligation | (1,025) | |
Long-term payment obligation | $ 1,860 |
Summary of Financial Liabilitie
Summary of Financial Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Total before discount and debt issuance costs | $ 13,579 | $ 13,736 |
Less: Current portion of notes payable | (2,000) | |
Less: Current portion of financial liabilities | (11,554) | (9,829) |
Less: Current portion of unamortized discount and debt issuance costs | (25) | (404) |
Less: Long-term portion of unamortized discount and debt issuance costs | 0 | (582) |
Long-term financial liabilities | 2,921 | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Total before discount and debt issuance costs | 5,000 | |
Notes Payable | ||
Debt Instrument [Line Items] | ||
Total before discount and debt issuance costs | 2,000 | |
Revolving Loan Facility | ||
Debt Instrument [Line Items] | ||
Total before discount and debt issuance costs | $ 11,579 | $ 8,736 |
Financial Liabilities - Additio
Financial Liabilities - Additional Information (Detail) - USD ($) | Feb. 14, 2019 | Feb. 06, 2019 | May 31, 2018 | Feb. 21, 2018 | Feb. 14, 2018 | Dec. 28, 2017 | Feb. 08, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||||||||
Payment of debt instrument, aggregate principal amount | $ 28,214,000 | $ 58,741,000 | |||||||
Debt instrument, outstanding principal balance | 13,579,000 | 13,736,000 | |||||||
Loss on extinguishment of debt | $ 1,369,000 | 788,000 | |||||||
3VR | |||||||||
Debt Instrument [Line Items] | |||||||||
Date of acquisition completed | Feb. 14, 2018 | Feb. 14, 2018 | |||||||
Business combination, issuance of notes | $ 2,000,000 | ||||||||
Repayment of indebtedness outstanding of acquiree | $ 3,600,000 | ||||||||
Previous Lender | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants to purchase common stock cancelled | 400,000 | ||||||||
Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, outstanding principal balance | 5,000,000 | ||||||||
Revolving Loan Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, outstanding principal balance | $ 11,579,000 | $ 8,736,000 | |||||||
Notes Payable | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, outstanding principal balance | $ 2,000,000 | ||||||||
Notes Payable | 3VR | |||||||||
Debt Instrument [Line Items] | |||||||||
Business combination, issuance of notes | $ 2,000,000 | ||||||||
Annual interest rate of notes | 3.00% | ||||||||
Notes payable, description | The Company issued subordinated unsecured promissory notes (“notes payable”) in the aggregate principal amount of $2.0 million, with an annual interest rate of 3.0%, payable on the one year anniversary of the closing date. | ||||||||
Notes Payable | Subsequent Event | 3VR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument payment, principal and interest | $ 2,060,000 | ||||||||
Loan and Security Agreements | Revolving Loan Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity under non-formula line of credit | $ 3,000,000 | ||||||||
Line of credit facility early termination fee percentage | 1.00% | ||||||||
Interest payable monthly date | Mar. 1, 2017 | ||||||||
Loan and Security Agreements | Revolving Loan Facility | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility liquidity covenant in cash | $ 4,000,000 | ||||||||
Loan and Security Agreements | Revolving Loan Facility | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Loan facility payable date | Feb. 8, 2021 | ||||||||
Loan and Security Agreements | Revolving Loan Facility | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of interest rate | 1.00% | ||||||||
Loan facility payable date | Feb. 8, 2019 | ||||||||
Loan and Security Agreements | Revolving Loan Facility | Prime Rate | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of interest rate | 0.75% | ||||||||
Loan and Security Agreements | East West Bank | Revolving Loan Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity under credit facility | $ 16,000,000 | ||||||||
Loan and Security Agreements | East West Bank | Revolving Loan Facility | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity under credit facility | $ 20,000,000 | ||||||||
Loan and Security Agreements | Venture Lending & Leasing VII and VIII, Inc. | Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Payment of debt instrument, aggregate principal amount | $ 10,000,000 | $ 5,000,000 | |||||||
Debt instrument, outstanding principal balance | 10,000,000 | ||||||||
Debt instrument payment, principal and interest | 5,200,000 | 5,900,000 | |||||||
Debt instrument, outstanding principal | 4,600,000 | 5,000,000 | |||||||
Debt instrument, accrued and unpaid interest outstanding | 600,000 | 900,000 | |||||||
Loss on extinguishment of debt | $ 1,400,000 | $ 1,800,000 | |||||||
Loan and Security Agreements | Venture Lending & Leasing VII and VIII, Inc. | Term Loan Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity under credit facility | $ 10,000,000 |
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, 2018 | Dec. 31, 2017 | |
Loss from operations before income taxes and noncontrolling interest: | ||
U.S. | $ (6,330) | $ (5,617) |
Foreign | 1,782 | (2,749) |
Loss before income taxes and noncontrolling interest | $ (4,548) | $ (8,366) |
(Provision) Benefit for Income
(Provision) Benefit for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Current | ||
Federal | $ 23 | |
State | (26) | $ (33) |
Foreign | (152) | 247 |
Total current | (155) | 214 |
Total (provision) benefit for income taxes | $ (155) | $ 214 |
Significant Items Making up Def
Significant Items Making up Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Components Of Deferred Tax Assets And Liabilities [Abstract] | ||
Allowances not currently deductible for tax purposes | $ 902 | $ 1,177 |
Net operating loss carryforwards | 59,606 | 56,989 |
Interest carryforwards | 828 | |
Stock options | 1,176 | 873 |
Accrued and other | 1,568 | 1,104 |
Deferred Tax Assets, Gross, Total | 64,080 | 60,143 |
Less valuation allowance | (60,824) | (58,248) |
Deferred Tax Assets, Net of Valuation Allowance, Total | 3,256 | 1,895 |
Depreciation and amortization | (1,945) | (1,085) |
State income taxes | (1,311) | (810) |
Deferred Tax Liabilities, Gross, Total | $ (3,256) | $ (1,895) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Line Items] | ||
Valuation allowance | $ 60,824,000 | $ 58,248,000 |
Corporate federal tax rate | 21.00% | 34.00% |
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 | |
GILTI income | $ 0 | |
Operating loss carryforwards, expiration end year | 2038 | |
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 | 1,000 | 1,000 |
Interest accrued related to unrecognized tax benefits | 1,000 | 4,000 |
Recognized total liability for penalties | 13,000 | 14,000 |
Recognized total liability for interest | 33,000 | $ 32,000 |
Federal | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards | 117,400,000 | |
State | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards | 63,800,000 | |
Foreign | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards | $ 120,700,000 | |
Maximum | ||
Income Taxes [Line Items] | ||
Corporate federal tax rate | 35.00% |
Provision for Income Taxes Reco
Provision for Income Taxes Reconciled to Amount Computed by Applying Statutory Federal Tax Rate to Loss before Income Taxes from Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Expense Benefit Continuing Operations Income Tax Reconciliation [Abstract] | ||
Income tax (benefit) provision at statutory federal tax rate of 21% and 34% for 2018 and 2017, respectively | $ 955 | $ 2,845 |
State taxes, net of federal benefit | (21) | (22) |
Foreign taxes provisions provided for at rates other than U.S statutory rate | 222 | (687) |
Federal rate adjustment | (15,780) | |
Change in valuation allowance | (1,141) | 13,931 |
Permanent differences | 108 | 200 |
Acquisition costs | (115) | |
Other | (163) | (273) |
Total (provision) benefit for income taxes | $ (155) | $ 214 |
Provision for Income Taxes Re_2
Provision for Income Taxes Reconciled to Amount Computed by Applying Statutory Federal Tax Rate to Loss before Income Taxes from Operations (Parenthetical) (Detail) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal tax rate of income tax (benefit) provision | 21.00% | 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, 2018 | Dec. 31, 2017 | |
Disclosure Reconciliation Of Beginning And Ending Amount Of Unrecognized Tax Benefits [Abstract] | ||
Balance at January 1 | $ 2,878 | $ 2,874 |
Additions based on tax positions related to the current year | 2 | 2 |
Additions for tax positions of prior years | 2 | |
Reductions in prior year tax positions | (1) | |
Balance at December 31 | $ 2,879 | $ 2,878 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | Jan. 30, 2019shares | May 30, 2018USD ($)$ / sharesshares | Dec. 20, 2017USD ($)$ / sharesshares | Feb. 08, 2017USD ($)$ / sharesshares | Aug. 13, 2014$ / sharesshares | May 31, 2017USD ($)$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2017shares |
Stockholders Equity [Line Items] | ||||||||
Preferred stock, shares authorized | 10,000,000 | |||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||
Preferred stock, outstanding | 0 | 0 | ||||||
Loan and Security Agreements | East West Bank | Revolving Credit Facility | ||||||||
Stockholders Equity [Line Items] | ||||||||
Borrowing capacity under credit facility | $ | $ 10,000,000 | |||||||
Loan and Security Agreements | Venture Lending & Leasing VII and VIII, Inc. | Term Loan Facility | ||||||||
Stockholders Equity [Line Items] | ||||||||
Borrowing capacity under credit facility | $ | $ 10,000,000 | |||||||
2014 Consultant Warrant | ||||||||
Stockholders Equity [Line Items] | ||||||||
Warrant exercise price | $ / shares | $ 10.70 | $ 10.70 | ||||||
Warrants expiration date | Aug. 13, 2019 | |||||||
Warrants exercised | 0 | |||||||
EWB Warrant | ||||||||
Stockholders Equity [Line Items] | ||||||||
Warrants issued to purchase common stock | 40,000 | |||||||
Warrant exercise price | $ / shares | $ 3.64 | 3.64 | ||||||
Warrants expiration date | Feb. 8, 2022 | |||||||
Common stock warrants fair value | $ | $ 125,000 | |||||||
EWB Warrant | Estimated Volatility | ||||||||
Stockholders Equity [Line Items] | ||||||||
Private placement warrant | 78.8 | |||||||
EWB Warrant | Risk-Free Interest Rate | ||||||||
Stockholders Equity [Line Items] | ||||||||
Private placement warrant | 1.94 | |||||||
EWB Warrant | Dividend Yield | ||||||||
Stockholders Equity [Line Items] | ||||||||
Private placement warrant | 0 | |||||||
EWB Warrant | Expected Life | ||||||||
Stockholders Equity [Line Items] | ||||||||
Private placement warrant | 5 years | |||||||
VLL7 Warrant | ||||||||
Stockholders Equity [Line Items] | ||||||||
Warrants issued to purchase common stock | 290,000 | |||||||
Warrant exercise price | $ / shares | $ 2 | |||||||
Warrants expiration date | Feb. 8, 2022 | |||||||
Common stock warrants fair value | $ | $ 1,037,500 | |||||||
VLL7 Warrant | Estimated Volatility | ||||||||
Stockholders Equity [Line Items] | ||||||||
Private placement warrant | 78.8 | |||||||
VLL7 Warrant | Risk-Free Interest Rate | ||||||||
Stockholders Equity [Line Items] | ||||||||
Private placement warrant | 1.94 | |||||||
VLL7 Warrant | Dividend Yield | ||||||||
Stockholders Equity [Line Items] | ||||||||
Private placement warrant | 0 | |||||||
VLL7 Warrant | Expected Life | ||||||||
Stockholders Equity [Line Items] | ||||||||
Private placement warrant | 5 years | |||||||
VLL8 Warrant | ||||||||
Stockholders Equity [Line Items] | ||||||||
Warrants issued to purchase common stock | 290,000 | |||||||
Warrant exercise price | $ / shares | $ 2 | |||||||
Warrants expiration date | Feb. 8, 2022 | |||||||
Common stock warrants fair value | $ | $ 1,037,500 | |||||||
VLL8 Warrant | Estimated Volatility | ||||||||
Stockholders Equity [Line Items] | ||||||||
Private placement warrant | 78.8 | |||||||
VLL8 Warrant | Risk-Free Interest Rate | ||||||||
Stockholders Equity [Line Items] | ||||||||
Private placement warrant | 1.94 | |||||||
VLL8 Warrant | Dividend Yield | ||||||||
Stockholders Equity [Line Items] | ||||||||
Private placement warrant | 0 | |||||||
VLL8 Warrant | Expected Life | ||||||||
Stockholders Equity [Line Items] | ||||||||
Private placement warrant | 5 years | |||||||
Previous Lender | ||||||||
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 | $ / shares | $ 4.60 | 4.60 | ||||||
Warrants expiration date | Feb. 8, 2019 | |||||||
Common stock warrants fair value | $ | $ 119,000 | |||||||
2017 Consultant Warrant | Subsequent Event | ||||||||
Stockholders Equity [Line Items] | ||||||||
Issuance of common stock net exercise of warrants | 10,449 | |||||||
2017 Consultant Warrant | Estimated Volatility | ||||||||
Stockholders Equity [Line Items] | ||||||||
Private placement warrant | 78.8 | |||||||
2017 Consultant Warrant | Risk-Free Interest Rate | ||||||||
Stockholders Equity [Line Items] | ||||||||
Private placement warrant | 1.22 | |||||||
2017 Consultant Warrant | Dividend Yield | ||||||||
Stockholders Equity [Line Items] | ||||||||
Private placement warrant | 0 | |||||||
2017 Consultant Warrant | Expected Life | ||||||||
Stockholders Equity [Line Items] | ||||||||
Private placement warrant | 2 years | |||||||
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 | $ / shares | $ 4.85 | |||||||
Proceeds from sale of stock in initial public offering | $ | $ 12,600,000 | |||||||
Underwriting discount and other offering related expenses | $ | $ 1,200,000 | |||||||
Maximum | Common Stock | ||||||||
Stockholders Equity [Line Items] | ||||||||
Shares issued, price per share | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 0.001 | $ 0.001 | ||||||
Preferred stock, outstanding | 5,000,000 | 3,000,000 | ||||||
Shares issued, price per share | $ / shares | $ 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 the Shares into such number of shares of the Company’s common stock | |||||||
Convertible preferred stock, threshold closing market price of entity stock | $ / shares | $ 10 | |||||||
Percentage of beneficially ownership limitation in excess of outstanding common stock immediately after effect to applicable conversion | 19.90% | |||||||
Minimum conversion price | $ / shares | $ 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% | |||||||
Price per share distributable to stockholders | $ / shares | $ 4 | |||||||
Series B Preferred Stock | Common Stock | ||||||||
Stockholders Equity [Line Items] | ||||||||
Preferred stock shares convertible into common stock | 5 | |||||||
Series B Preferred Stock | Private Placement at Initial Closing of Transaction | Tranche One | ||||||||
Stockholders Equity [Line Items] | ||||||||
Issuance of stock (in shares) | 3,000,000 | |||||||
Shares issued, price per share | $ / shares | $ 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 | $ / shares | $ 4 | |||||||
Series B Preferred Stock | Private Placement at Second Closing of Transaction | Tranche Two | ||||||||
Stockholders Equity [Line Items] | ||||||||
Issuance of stock (in shares) | 2,000,000 | |||||||
Shares issued, price per share | $ / shares | $ 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 Series B Preferred S
Summary of Series B Preferred Stock and Accretion of Dividends (Detail) shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($)shares | |
Stockholders Equity [Line Items] | |
Cumulative dividends on Series B Preferred Stock | $ 833 |
Series B Preferred Stock | |
Stockholders Equity [Line Items] | |
Balance at December 31, 2017 | 12,000 |
Issuance of Series B Preferred Stock | 8,000 |
Cumulative dividends on Series B Preferred Stock | 833 |
Balance at December 31, 2018 | $ 20,833 |
Balance at December 31, 2017, Shares | shares | 3,000 |
Issuance of Series B Preferred stock, Shares | shares | 2,000 |
Cumulative dividends on Series B Preferred Stock, Shares | shares | 208 |
Balance at December 31, 2018, Shares | shares | 5,208 |
Series B Preferred Stock | Tranche One | |
Stockholders Equity [Line Items] | |
Balance at December 31, 2017 | $ 12,000 |
Cumulative dividends on Series B Preferred Stock | 600 |
Balance at December 31, 2018 | $ 12,600 |
Balance at December 31, 2017, Shares | shares | 3,000 |
Cumulative dividends on Series B Preferred Stock, Shares | shares | 150 |
Balance at December 31, 2018, Shares | shares | 3,150 |
Series B Preferred Stock | Tranche Two | |
Stockholders Equity [Line Items] | |
Issuance of Series B Preferred Stock | $ 8,000 |
Cumulative dividends on Series B Preferred Stock | 233 |
Balance at December 31, 2018 | $ 8,233 |
Issuance of Series B Preferred stock, Shares | shares | 2,000 |
Cumulative dividends on Series B Preferred Stock, Shares | shares | 58 |
Balance at December 31, 2018, Shares | shares | 2,058 |
Summary of Outstanding Warrants
Summary of Outstanding Warrants Issued by Company (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 08, 2017 | Aug. 13, 2014 | |
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 | ||
EWB 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 | ||
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 |
Summary of Common Stock Reserve
Summary of Common Stock Reserved for Future Issuance (Detail) | Dec. 31, 2018shares |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Common stock reserved for future issuance | 9,309,784 |
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 | 2,389,070 |
Employee Stock Purchase Plan | |
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 | 643,138 |
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 | 5,208,333 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | May 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2017 | Jun. 06, 2011 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock reserved for future issuance | 9,309,784 | ||||
Unrecognized compensation expense | $ 0.2 | ||||
Unrecognized stock-based compensation expense, weighted average period of recognition | 8 months 12 days | ||||
Restricted Stock Units (RSUs) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 4.7 | ||||
Unrecognized stock-based compensation expense, weighted average period of recognition | 2 years 9 months 18 days | ||||
Repurchase of common stock (in shares) | 141,670 | 178,207 | |||
2011 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [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 | 500,000 | 3,000,000 | |||
2007 Plan and 2010 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock reserved for future issuance | 0 | ||||
Number of shares available for grant | 459,956 |
Summary of Activity under Stock
Summary of Activity under Stock-Based Compensation Plans (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Stock Options Number Outstanding | ||
Beginning Balance | 672,441 | |
Cancelled or Expired | (48,339) | |
Exercised | (2,500) | |
Ending Balance | 621,602 | 672,441 |
Vested or expected to vest at December 31, 2018 | 619,572 | |
Exercisable at December 31, 2018 | 538,266 | |
Stock Options Average Exercise Price per share | ||
Beginning Balance | $ 6.28 | |
Cancelled or Expired | 11.58 | |
Exercised | 5.20 | |
Ending Balance | 5.87 | $ 6.28 |
Vested or expected to vest at December 31, 2018 | 5.87 | |
Exercisable at December 31, 2018 | $ 6.10 | |
Stock Options Remaining Contractual Life (in years) | ||
Remaining Contractual Life | 6 years 3 months 25 days | 7 years 5 months 23 days |
Vested or expected to vest at December 31, 2018 | 6 years 3 months 21 days | |
Exercisable at December 31, 2018 | 6 years 1 month 20 days | |
Stock Options Average Intrinsic Value | ||
Exercised | $ 2,100 |
Summary Information about Stock
Summary Information about Stock Options Outstanding (Detail) | 12 Months Ended |
Dec. 31, 2018$ / 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 | 472,810 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 7 years 2 months 19 days |
Options Outstanding Weighted Average Exercise Price | $ 4.47 |
Options Number Exercisable | shares | 389,474 |
Options Exercisable Weighted Average Exercise Price | $ 4.49 |
$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 | 127,198 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 3 years 5 months 23 days |
Options Outstanding Weighted Average Exercise Price | $ 9.42 |
Options Number Exercisable | shares | 127,198 |
Options Exercisable Weighted Average Exercise Price | $ 9.42 |
$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 | 17,244 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 3 years 6 months |
Options Outstanding Weighted Average Exercise Price | $ 13.60 |
Options Number Exercisable | shares | 17,244 |
Options Exercisable Weighted Average Exercise Price | $ 13.60 |
$21.70 - $24.20 | |
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 | $ 24.20 |
Options Number Outstanding | shares | 4,350 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 2 years 8 months 1 day |
Options Outstanding Weighted Average Exercise Price | $ 23.27 |
Options Number Exercisable | shares | 4,350 |
Options Exercisable Weighted Average Exercise Price | $ 23.27 |
$4.36 - $24.20 | |
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 | $ 24.20 |
Options Number Outstanding | shares | 621,602 |
Options Number Exercisable | shares | 538,266 |
Summary of Restricted Stock Uni
Summary of Restricted Stock Unit (RSU) Activity (Detail) - Restricted Stock Units (RSUs) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Beginning Balance, Number Outstanding | shares | 1,460,044 |
Granted, Number Outstanding | shares | 912,955 |
Vested, Number Outstanding | shares | (606,218) |
Forfeited, Number Outstanding | shares | (399,151) |
Ending Balance, Number Outstanding | shares | 1,367,630 |
Shares vested but not released, Number Outstanding | shares | 399,838 |
Beginning Balance, Weighted Average Fair Value | $ / shares | $ 3.08 |
Granted, Weighted Average Fair Value | $ / shares | 4.42 |
Vested, Weighted Average Fair Value | $ / shares | 3.61 |
Forfeited, Weighted Average Fair Value | $ / shares | 2.84 |
Ending Balance, Weighted Average Fair Value | $ / shares | 3.81 |
Shares vested but not released, Weighted Average Fair Value | $ / shares | $ 3.24 |
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, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | $ 2,646 | $ 2,480 |
Cost of revenue | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | 89 | 82 |
Research and Development Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | 488 | 480 |
Selling and Marketing Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | 689 | 651 |
General and Administrative Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | $ 1,380 | $ 1,267 |
Computation of Basic Earning Pe
Computation of Basic Earning Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | ||
Net loss attributable to Identiv, Inc. | $ (4,708) | $ (8,138) |
Cumulative dividends on Series B preferred stock | (833) | |
Net loss attributable to common stockholders | $ (5,541) | $ (8,138) |
Denominator: | ||
Weighted average shares outstanding, basic and diluted | 15,654 | 13,273 |
Basic | $ (0.35) | $ (0.61) |
Common Stock Equivalents Exclud
Common Stock Equivalents Excluded From Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents diluted net loss per share inclusion anti-dilutive | 7,972,920 | 5,907,840 |
RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents diluted net loss per share inclusion anti-dilutive | 1,367,630 | 1,460,044 |
Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents diluted net loss per share inclusion anti-dilutive | 621,602 | 672,441 |
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 | 765,000 |
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 | 5,208,333 | 3,000,000 |
Information Regarding Net Reven
Information Regarding Net Revenue and Gross Profit by Segment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 78,142 | $ 60,219 |
Gross profit | $ 33,332 | $ 22,160 |
Gross profit margin | 43.00% | 37.00% |
Operating expenses: | ||
Research and development | $ 7,235 | $ 6,146 |
Selling and marketing | 16,391 | 13,452 |
General and administrative | 10,824 | 7,241 |
Restructuring and severance | 747 | (49) |
Total operating expenses | 35,197 | 26,790 |
Loss from operations | (1,865) | (4,630) |
Non-operating income (expense): | ||
Interest expense, net | (1,518) | (2,590) |
Loss on extinguishment of debt, net | (1,369) | (788) |
Foreign currency gains (losses), net | 204 | (358) |
Loss before income taxes and noncontrolling interest | (4,548) | (8,366) |
Premises | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 34,587 | 24,154 |
Gross profit | $ 19,373 | $ 13,669 |
Gross profit margin | 56.00% | 57.00% |
Identity | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 43,555 | $ 36,065 |
Gross profit | $ 13,959 | $ 8,491 |
Gross profit margin | 32.00% | 24.00% |
Information Regarding Net Rev_2
Information Regarding Net Revenue by Geographic Region (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 78,142 | $ 60,219 |
Geographic Concentration Risk | Revenue from Contract with Customer | ||
Segment Reporting Information [Line Items] | ||
Percentage of net revenue | 100.00% | 100.00% |
Americas | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 60,153 | $ 40,018 |
Americas | Geographic Concentration Risk | Revenue from Contract with Customer | ||
Segment Reporting Information [Line Items] | ||
Percentage of net revenue | 77.00% | 67.00% |
Europe and the Middle East | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 9,943 | $ 7,887 |
Europe and the Middle East | Geographic Concentration Risk | Revenue from Contract with Customer | ||
Segment Reporting Information [Line Items] | ||
Percentage of net revenue | 13.00% | 13.00% |
Asia-Pacific | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 8,046 | $ 12,314 |
Asia-Pacific | Geographic Concentration Risk | Revenue from Contract with Customer | ||
Segment Reporting Information [Line Items] | ||
Percentage of net revenue | 10.00% | 20.00% |
Long-Lived Assets by Geographic
Long-Lived Assets by Geographic Location (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 2,624 | $ 2,043 |
Americas | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 1,060 | 868 |
Europe and the Middle East | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 43 | 89 |
Asia-Pacific | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 1,521 | $ 1,086 |
Summary of Company's Net Revenu
Summary of Company's Net Revenues (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 78,142 | $ 60,219 |
Physical access and identity control readers | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 21,680 | 18,601 |
Controller panels | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 14,509 | 14,637 |
Access cards and provisioning | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 14,237 | 8,396 |
Tags and transponders | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 12,953 | 13,089 |
Video technology and analytics | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 6,293 | |
Services | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 6,152 | 3,816 |
Third party access control products | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 1,205 | 1,014 |
Software | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 1,113 | $ 666 |
Restructuring and Severance - A
Restructuring and Severance - Additional Information (Detail) - USD ($) $ in Thousands | Feb. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring and severance expenses | $ 747 | $ (49) | ||
Restructuring accrual | $ 129 | $ 237 | ||
3VR | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Date of acquisition completed | Feb. 14, 2018 | Feb. 14, 2018 | ||
Restructuring and severance expenses | $ 600 | |||
3VR | Facility Rental | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring and severance expenses | 300 | |||
3VR | Severance | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring and severance expenses | $ 300 |
Restructuring and Severance (De
Restructuring and Severance (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring And Related Activities [Abstract] | ||
Balance at beginning of period | $ 237 | |
Restructuring expense incurred for the period | $ 747 | (49) |
Payments during the period | (618) | $ (188) |
Balance at end of period | $ 129 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Commitment And Contingencies [Line Items] | ||
Operating leases expiration period | 5 years | |
Rent expense | $ 1.9 | $ 1.6 |
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 | 36 months |
Summary of Principal Contractua
Summary of Principal Contractual Obligations Excluding the Financial Liabilities and Long-Term Payment Obligation (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Operating Leases | |
2019 | $ 2,210 |
2020 | 2,050 |
2021 | 1,706 |
2022 | 834 |
2023 | 533 |
Total | 7,333 |
Purchase Commitments | |
2019 | 10,893 |
2020 | 450 |
2021 | 450 |
2022 | 450 |
2023 | 450 |
Total | 12,693 |
Other Contractual Commitments | |
2019 | 153 |
Total | 153 |
Total Commitments | |
2019 | 13,256 |
2020 | 2,500 |
2021 | 2,156 |
2022 | 1,284 |
2023 | 983 |
Total | $ 20,179 |
Summary of Principal Contract_2
Summary of Principal Contractual Obligations Excluding the Financial Liabilities and Long-Term Payment Obligation (Parenthetical) (Detail) $ in Millions | Dec. 31, 2018USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Future minimum rental payments under non-cancelable operating leases | $ 2.6 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Feb. 06, 2019 | Jan. 02, 2019 | Feb. 08, 2017 | Dec. 31, 2018 | Dec. 31, 2019 |
Revolving Loan Facility | Loan and Security Agreements | Prime Rate | |||||
Subsequent Event [Line Items] | |||||
Percentage of interest rate | 1.00% | ||||
Loan facility payable date | Feb. 8, 2019 | ||||
Revolving Loan Facility | Loan and Security Agreements | East West Bank | |||||
Subsequent Event [Line Items] | |||||
Borrowing capacity under credit facility | $ 16,000,000 | ||||
Subsequent Event | Revolving Loan Facility | Loan and Security Agreements | |||||
Subsequent Event [Line Items] | |||||
Loan facility payable date | Feb. 8, 2021 | ||||
Subsequent Event | Revolving Loan Facility | Loan and Security Agreements | Prime Rate | |||||
Subsequent Event [Line Items] | |||||
Percentage of interest rate | 0.75% | ||||
Subsequent Event | Revolving Loan Facility | Loan and Security Agreements | East West Bank | |||||
Subsequent Event [Line Items] | |||||
Borrowing capacity under credit facility | $ 20,000,000 | ||||
Viscount Systems, Inc. | Maximum | Scenario, Forecast | |||||
Subsequent Event [Line Items] | |||||
Amount of earn-out consideration of payable in shares of common stock | $ 3,500,000 | ||||
Amount of additional earn-out consideration of payable in shares of common stock | $ 2,250,000 | ||||
Viscount Systems, Inc. | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Date of acquisition completed | Jan. 2, 2019 | ||||
Business combination, aggregate consideration | $ 3,200,000 | ||||
Business combination, net of cash acquired | 1,200,000 | ||||
Business combination, issuance of common stock | 2,000,000 | ||||
Business combination, issuance of common stock value held back | 150,000 | ||||
Amount of maximum earn-out consideration of payable for all periods in shares of common stock | $ 3,500,000 |