Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 03, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | INVE | |
Entity Registrant Name | Identiv, Inc. | |
Entity Central Index Key | 0001036044 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 16,514,984 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 8,930 | $ 10,866 |
Accounts receivable, net of allowances of $426 and $387 as of March 31, 2019 and December 31, 2018, respectively | 15,456 | 14,952 |
Inventories | 12,460 | 13,631 |
Prepaid expenses and other current assets | 2,361 | 2,743 |
Total current assets | 39,207 | 42,192 |
Property and equipment, net | 2,669 | 2,624 |
Operating lease right-of-use assets | 5,970 | |
Intangible assets, net | 11,997 | 10,980 |
Goodwill | 10,441 | 9,286 |
Other assets | 1,322 | 1,224 |
Total assets | 71,606 | 66,306 |
Current liabilities: | ||
Accounts payable | 6,304 | 5,654 |
Current portion - payment obligation | 1,050 | 1,025 |
Current portion - financial liabilities, net of discount and debt issuance costs of $68 and $25, respectively | 11,787 | 11,554 |
Operating lease liabilities | 2,067 | |
Notes payable | 2,000 | |
Deferred revenue | 2,779 | 2,174 |
Accrued compensation and related benefits | 1,779 | 1,794 |
Other accrued expenses and liabilities | 4,165 | 5,277 |
Total current liabilities | 29,931 | 29,478 |
Long-term payment obligation | 1,569 | 1,860 |
Long-term operating lease liabilities | 4,072 | |
Long-term deferred revenue | 625 | 636 |
Other long-term liabilities | 559 | 632 |
Total liabilities | 36,756 | 32,606 |
Commitments and contingencies (see Note 17) | ||
Identiv, Inc. stockholders' equity: | ||
Common stock, $0.001 par value: 50,000 shares authorized; 17,569 and 17,004 shares issued and 16,479 and 15,967 shares outstanding as of March 31, 2019 and December 31, 2018, respectively | 18 | 17 |
Additional paid-in capital | 446,466 | 444,145 |
Treasury stock, 1,090 and 1,047 shares as of March 31, 2019 and December 31, 2018, respectively | (8,381) | (8,153) |
Accumulated deficit | (405,168) | (404,353) |
Accumulated other comprehensive income | 2,080 | 2,209 |
Total Identiv, Inc. stockholders' equity | 35,020 | 33,870 |
Noncontrolling interest | (170) | (170) |
Total stockholders´ equity | 34,850 | 33,700 |
Total liabilities and stockholders' equity | 71,606 | 66,306 |
Series B Preferred Stock | ||
Identiv, Inc. stockholders' equity: | ||
Series B preferred stock, $0.001 par value: 5,000 shares authorized; 5,000 issued and outstanding as of March 31, 2019 and December 31, 2018 | 5 | 5 |
Total stockholders´ equity | $ 5 | $ 5 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Accounts receivable, allowances | $ 426 | $ 387 |
Debt instrument unamortized discount and debt issuance costs, current | $ 68 | $ 25 |
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 | 17,569,000 | 17,004,000 |
Common stock, shares outstanding | 16,479,000 | 15,967,000 |
Treasury stock, shares | 1,090,000 | 1,047,000 |
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 | 5,000,000 |
Preferred stock, outstanding | 5,000,000 | 5,000,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Net revenue | $ 19,522 | $ 16,528 |
Cost of revenue | 10,818 | 10,020 |
Gross profit | 8,704 | 6,508 |
Operating expenses: | ||
Research and development | 2,026 | 1,687 |
Selling and marketing | 4,498 | 3,903 |
General and administrative | 2,622 | 2,555 |
Restructuring and severance | (12) | 110 |
Total operating expenses | 9,134 | 8,255 |
Loss from operations | (430) | (1,747) |
Non-operating income (expense): | ||
Interest expense, net | (279) | (476) |
Foreign currency losses, net | (2) | (38) |
Loss before income taxes and noncontrolling interest | (711) | (2,261) |
Income tax provision | (104) | (40) |
Loss before noncontrolling interest | (815) | (2,301) |
Less: Loss attributable to noncontrolling interest | (5) | |
Net loss attributable to Identiv, Inc. | $ (815) | $ (2,306) |
Net loss per common share: | ||
Basic | $ (0.06) | $ (0.15) |
Diluted | $ (0.06) | $ (0.15) |
Weighted average common shares outstanding, basic and diluted | 16,837 | 15,111 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (815) | $ (2,301) |
Other comprehensive income (loss), net of income taxes: | ||
Foreign currency translation adjustment | (129) | 112 |
Total other comprehensive (loss) income, net of income taxes | (129) | 112 |
Comprehensive loss | (944) | (2,189) |
Less: Comprehensive income attributable to noncontrolling interest | (8) | |
Comprehensive loss attributable to Identiv, Inc. | $ (944) | $ (2,197) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Series B Preferred Stock | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Income | Noncontrolling Interest |
Beginning Balances at Dec. 31, 2017 | $ 23,853 | $ 3 | $ 15 | $ 428,470 | $ (7,485) | $ (399,647) | $ 2,675 | $ (178) |
Beginning Balances (in shares) at Dec. 31, 2017 | 3,000 | 14,436 | ||||||
Net loss | (2,301) | (2,306) | 5 | |||||
Unrealized income (loss) from foreign currency translation adjustments | 112 | 109 | 3 | |||||
Impact of adoption of Topic 606 | Topic 606 | 2 | 2 | ||||||
Issuance of common stock in connection with acquisition of business | 2,294 | $ 1 | 2,293 | |||||
Issuance of common stock in connection with acquisition of business (shares) | 610 | |||||||
Issuance of common stock in connection with vesting of stock awards (shares) | 139 | |||||||
Stock-based compensation | 635 | 635 | ||||||
Shares withheld in payment of taxes in connection with net share settlement of restricted stock units | (162) | (162) | ||||||
Shares withheld in payment of taxes in connection with net share settlement of restricted stock units (shares) | (42) | |||||||
Issuance costs associated with issuance of Series B preferred stock | (20) | (20) | ||||||
Issuance of shares to non-employees | 5 | 5 | ||||||
Ending Balances at Mar. 31, 2018 | 24,418 | $ 3 | $ 16 | 431,383 | (7,647) | (401,951) | 2,784 | (170) |
Ending Balances (in shares) at Mar. 31, 2018 | 3,000 | 15,143 | ||||||
Beginning Balances at Dec. 31, 2018 | 33,700 | $ 5 | $ 17 | 444,145 | (8,153) | (404,353) | 2,209 | (170) |
Beginning Balances (in shares) at Dec. 31, 2018 | 5,000 | 15,967 | ||||||
Net loss | (815) | (815) | ||||||
Unrealized income (loss) from foreign currency translation adjustments | (129) | (129) | ||||||
Issuance of common stock in connection with acquisition of business | 1,635 | $ 1 | 1,634 | |||||
Issuance of common stock in connection with acquisition of business (shares) | 419 | |||||||
Issuance of common stock in connection with vesting of stock awards (shares) | 126 | |||||||
Stock-based compensation | 687 | 687 | ||||||
Shares withheld in payment of taxes in connection with net share settlement of restricted stock units | (228) | (228) | ||||||
Shares withheld in payment of taxes in connection with net share settlement of restricted stock units (shares) | (43) | |||||||
Issuance of common stock in connection with warrant exercise (shares) | 10 | |||||||
Ending Balances at Mar. 31, 2019 | $ 34,850 | $ 5 | $ 18 | $ 446,466 | $ (8,381) | $ (405,168) | $ 2,080 | $ (170) |
Ending Balances (in shares) at Mar. 31, 2019 | 5,000 | 16,479 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (815) | $ (2,301) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 852 | 740 |
Accretion of interest on long-term payment obligation | 44 | 64 |
Stock-based compensation expense | 687 | 635 |
Amortization of debt issuance costs | 25 | 109 |
Changes in operating assets and liabilities, net of acquisition: | ||
Accounts receivable | 157 | 2,327 |
Inventories | 1,431 | (167) |
Prepaid expenses and other assets | 318 | (262) |
Accounts payable | 268 | (429) |
Payment obligation liability | (310) | (300) |
Deferred revenue | 560 | 311 |
Accrued expenses and other liabilities | (1,728) | (262) |
Net cash provided by operating activities | 1,489 | 465 |
Cash flows from investing activities: | ||
Capital expenditures | (65) | (67) |
Acquisition of business, net of cash acquired | (1,287) | (1,384) |
Net cash used in investing activities | (1,352) | (1,451) |
Cash flows from financing activities: | ||
Proceeds from issuance of debt, net of issuance costs | 1,646 | 9,599 |
Repayments of debt | (1,371) | (10,952) |
Repayments of notes payable | (2,000) | |
Taxes paid related to net share settlement of restricted stock units | (228) | (162) |
Net cash used in financing activities | (1,953) | (1,515) |
Effect of exchange rates on cash | (120) | 134 |
Net decrease in cash | (1,936) | (2,367) |
Cash at beginning of period | 10,866 | 19,052 |
Cash at end of period | 8,930 | 16,685 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest paid | 245 | 353 |
Taxes paid, net | 29 | 44 |
Non-cash investing and financing activities: | ||
Stock issued for acquisition of business | 1,000 | |
Promissory notes issued in acquisition of business | 2,000 | |
Common Stock | ||
Non-cash investing and financing activities: | ||
Stock issued for acquisition of business | $ 1,635 | $ 2,294 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Identiv, Inc. (“Identiv” or the “Company”) and its wholly and majority owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to the fiscal year 2018 financial statements to conform to the fiscal year 2019 presentation. The reclassifications had no impact on net loss, total assets, or stockholders’ equity. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the Company’s unaudited condensed consolidated financial statements have been included. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 or any future period. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors,” and the audited Consolidated Financial Statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. |
Significant Accounting Policies
Significant Accounting Policies and Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Significant Accounting Policies and Recent Accounting Pronouncements | 2. Significant Accounting Policies and Recent Accounting Pronouncements Significant Accounting Policies Except for the adoption of the new accounting standard for leases mentioned below, no material changes have been made to the Company's significant accounting policies disclosed in Note 1, Summary of Significant Accounting Policies Leases — The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities, and long-term operating lease liabilities on the Company’s condensed consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments. The operating lease ROU assets also include any lease payments made and exclude lease incentives and initial direct costs incurred. The Company’s lease terms may include options to extend the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which is accounted for as a single lease component. Adoption of New Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) amended the existing accounting standards for leases, Accounting Standards Update (“ASU”) 2016-02, Leases |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 3. 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 Accounting Standards Codification ("ASC”) 460, (“ASC 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. 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 periods after the expiration of the original assurance warranty. 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 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 revenues 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 revenue based on the disaggregation criteria described above are as follows (in thousands): Three Months Ended March 31, 2019 2018 Point-in- Time Over Time Total Point-in- Time Over Time Total Americas $ 13,524 $ 1,201 $ 14,725 $ 12,484 $ 748 $ 13,232 Europe and the Middle East 2,865 65 2,930 2,294 14 2,308 Asia-Pacific 1,867 — 1,867 985 3 988 Total $ 18,256 $ 1,266 $ 19,522 $ 15,763 $ 765 $ 16,528 Information about 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 generally 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 three months ended March 31, 2019 were as follows (in thousands): Amount Deferred revenue at December 31, 2018 $ 2,810 Fair value of deferred revenue acquired in acquisition, net of recognition 13 Deferral of revenue billed in current period, net of recognition 1,444 Recognition of revenue deferred in prior periods (863 ) Balance as of March 31, 2019 $ 3,404 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 $1.3 million as of March 31, 2019. Since the Company typically invoices customers at contract inception, this amount is included in its deferred revenue balance. As of March 31, 2019, the Company expects to recognize approximately 73% of the revenue related to these unsatisfied performance obligations during the remainder of 2019, 18% during 2020, and 9% 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 three months ended March 31, 2019, total capitalized costs to obtain contracts were immaterial. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combinations | 4. 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 issuable at the closing of the transaction 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. On April 15, 2019, the Company and the Security Holder Representative reached agreement as to the satisfaction of the remaining indemnification claims asserted by the Company at the closing of the Acquisition. As a result, in the second quarter of 2019, the purchase consideration, and the amount of goodwill recorded, will be reduced by the remaining $340,000 and the remaining 93,406 holdback shares will be canceled. Additionally, in the event 3VR achieved $24.1 million in product shipments in 2018, the Company would have been obligated to issue 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 March 31, 2019. 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. The following table summarizes the fair values of assets acquired and liabilities assumed, before the settlement of the remaining indemnification claims noted above, which will be recorded by the Company in the second quarter of 2019, (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 Net purchase price $ 6,214 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 Assets Estimated Useful Life (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 of 3VR 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, Intangibles – Goodwill and Other Goodwill and Intangible Assets Pursuant to ASC 805, Business Combinations Thursby Software Systems On November 1, 2018, the Company completed the acquisition of Thursby Software Systems, Inc. (“Thursby”), 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, and William Thursby as the sole Shareholder of Thursby. Pursuant to the Thursby Agreement, at the effective time, Merger Sub 1 merged with and into Thursby and Thursby became a wholly-owned subsidiary of the Company (“Merger 1”), following which Thursby merged with and into Merger Sub 2, whereupon which the separate corporate existence of Thursby 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 Thursby for total purchase consideration of $3.1 million, consisting of: (i) payment in cash of approximately $0.6 million, 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 Thursby 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 Thursby 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 consideration as of March 31, 2019. 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 Assets Estimated Useful Life (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 Thursby resulted in $3.5 million of goodwill which is not deductible for tax purposes. With the addition of the Thursby 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 6, Goodwill and Intangible Assets Pursuant to ASC 805, the Company incurred and expensed approximately Viscount Systems, Inc. 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. (“Viscount”) 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 $2.9 million consisting of: (i) payment in cash of approximately $1.3 million, and (ii) the issuance of 419,288 shares of the Company’s common stock with a value of approximately $1.6 million. An aggregate of approximately 31,446 shares 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 earn-out consideration in the form of stock. The maximum total earn-out consideration payable for all periods is $3.5 million in the aggregate, payable in the Company’s common stock. Management has assessed the probability of the issuance of shares related to the earn-out consideration and determined its fair value of $0.2 million as of March 31, 2019. 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. Accounts receivable $ 636 Inventory 276 Prepaid expenses and other current assets 29 Property and equipment 190 Operating lease ROU assets 550 Trademarks 160 Customer relationships 710 Developed technology 800 Total identifiable assets acquired 3,351 Accounts payable (372 ) Operating lease liabilities (61 ) Accrued expenses and liabilities (120 ) Deferred revenue (34 ) Earn-out liability (200 ) Other current liabilities (326 ) Long-term operating lease liabilities (489 ) Total liabilities assumed (1,602 ) Net identifiable assets acquired 1,749 Goodwill 1,173 Net purchase price $ 2,922 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 Assets Estimated Useful Life (in Years) Trademarks $ 160 5 Customer relationships 710 10 Developed technology 800 10 $ 1,670 Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of the assets of Viscount resulted in $1.2 million. With the addition of Viscount’s products and services, the Company believes this goodwill largely reflects the expansion of its Premises offerings with advanced, complementary solutions for the commercial and small- and medium-sized business markets, leveraging Freedom’s IT-centric software, defined architecture, and hardware-light platform. In accordance with ASC 350, goodwill will not be amortized but is tested for impairment at least annually in the fourth quarter. See Note 6, Goodwill and Intangible Assets Pursuant to ASC 805, the Company incurred and expensed approximately $27,000 and $227,000 in acquisition and transitional costs associated with the acquisition of the assets of Viscount during the three months ended March 31, 2019 and the year ended December 31, 2018, respectively, which were primarily general and administrative expenses. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. 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 820, Fair Value Measurement • 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 March 31, 2019 and December 31, 2018, there were no assets that are measured and recognized at fair value on a recurring basis. There were nominal cash equivalents as of March 31, 2019 and December 31, 2018. The Company’s only liabilities measured at fair value on a recurring basis are the contingent consideration associated with the acquisitions of 3VR, Thursby and Viscount . Changes in the fair value of liabilities classified in Level 3 of the fair value hierarchy were as follows (in thousands): Viscount Earn-out Consideration Balance at December 31, 2018 $ — Acquisition of Viscount 200 Remeasurement of obligation — Balance at March 31, 2019 $ 200 Assets and Liabilities Measured at Fair Value on a Non-recurring Basis Certain of the Company's assets, including intangible assets, and privately-held investments, are measured at fair value on a nonrecurring basis if impairment is indicated. Purchased intangible assets are measured at fair value primarily using discounted cash flow projections. For additional discussion of measurement criteria used in evaluating potential impairment involving goodwill and intangible assets, refer to Note 6, 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 March 31, 2019 and December 31, 2018, 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 condensed consolidated balance sheets. 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 | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets Goodwill The following table summarizes the carrying amount of goodwill resulting from the acquisitions of 3VR, Thursby, and Viscount (in thousands): Premises Identity Total Balance at December 31, 2018 $ 5,796 $ 3,490 $ 9,286 Acquisition of business 1,173 — 1,173 Currency translation adjustment (18 ) — (18 ) Balance at March 31, 2019 $ 6,951 $ 3,490 $ 10,441 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, 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 Gross carrying amount at March 31, 2019 $ 758 $ 9,093 $ 15,745 $ 25,596 Accumulated amortization (114 ) (4,201 ) (9,284 ) (13,599 ) Intangible assets, net at March 31, 2019 $ 644 $ 4,892 $ 6,461 $ 11,997 Each period, the Company evaluates the estimated remaining useful lives of its 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 over their useful lives as shown in the table above. The Company evaluates its amortizable intangible assets for impairment at the end of each reporting period. The Company did not identify any impairment indicators during the three months ended March 31, 2019. The following table illustrates the amortization expense included in the condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018, respectively (in thousands): Three Months Ended March 31, 2019 2018 Cost of revenue $ 224 $ 149 Selling and marketing 418 298 Total $ 642 $ 447 The estimated annual future amortization expense for purchased intangible assets with definite lives as of March 31, 2019 is as follows (in thousands): 2019 (remaining nine months) $ 1,926 2020 2,567 2021 1,112 2022 1,112 2023 1,035 Thereafter 4,245 $ 11,997 |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2019 | |
Statement Of Financial Position [Abstract] | |
Balance Sheet Components | 7. Balance Sheet Components The Company’s inventories are stated at the lower of cost or net realizable value. Inventories consists of (in thousands): March 31, December 31, 2019 2018 Raw materials $ 5,188 $ 4,598 Work-in-progress 25 77 Finished goods 7,247 8,956 Total $ 12,460 $ 13,631 Property and equipment, net consists of (in thousands): March 31, December 31, 2019 2018 Building and leasehold improvements $ 1,259 $ 1,250 Furniture, fixtures and office equipment 1,870 1,806 Plant and machinery 9,625 9,484 Purchased software 2,182 2,167 Total 14,936 14,707 Accumulated depreciation (12,267 ) (12,083 ) Property and equipment, net $ 2,669 $ 2,624 The Company recorded depreciation expense of $0.2 million and $0.3 million during the three months ended March 31, 2019 and 2018, respectively. Other accrued expenses and liabilities consist of (in thousands): March 31, December 31, 2019 2018 Accrued professional fees $ 1,454 $ 1,504 Customer deposits 53 1,517 Accrued warranties 433 316 Other accrued expenses 2,225 1,940 Total $ 4,165 $ 5,277 |
Long-Term Payment Obligation
Long-Term Payment Obligation | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Long-Term Payment Obligation | 8. 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 January 30, 2021, 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 $44,000 and $64,000 of interest expense during the three months ended March 31, 2019 and 2018 respectively, in its condensed 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 March 31, 2019 is as follows (in thousands): 2019 (remaining nine months) $ 956 2020 1,408 2021 363 Present value discount factor (108 ) Total 2,619 Less: Current portion - payment obligation (1,050 ) Long-term payment obligation $ 1,569 |
Financial Liabilities
Financial Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Financial Liabilities | 9. Financial Liabilities Financial liabilities consist of (in thousands): March 31, December 31, 2019 2018 Revolving loan facility $ 11,855 $ 11,579 Notes payable — 2,000 Total before discount and debt issuance costs 11,855 13,579 Less: Notes payable — (2,000 ) Less: Current portion of financial liabilities (11,787 ) (11,554 ) Less: Current portion of unamortized discount and debt issuance costs (68 ) (25 ) Long-term financial liabilities $ — $ — 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 (“Revolving Loan Facility”), and the Loan and Security Agreement with VLL7 and VLL8 provided for 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 was obligated to pay customary fees and expenses, including customary facility fees for credit facilities of this size and type, in the aggregate amount of approximately $120,000, in connection with the closing of the two facilities. An additional facility fee of $40,000 was paid in connection with the Revolving Loan Facility on February 8, 2018. 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 March 31, 2019, 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 21, 2018, the Company paid 3VR’s lender $3.6 million in full repayment of all indebtedness outstanding of 3VR. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The Company conducts business globally and, as a result, files federal, state and foreign tax returns. The Company strives to resolve open matters with each tax authority at the examination level and could reach agreement with a tax authority at any time. While the Company has accrued for amounts it believes are the probable outcomes, the final outcome with a tax authority may result in a tax liability that is more or less than that reflected in the condensed consolidated financial statements. Furthermore, the Company may later decide to challenge any assessments, if made, and may exercise its right to appeal. The Company applies the provisions of, and accounted for uncertain tax positions in accordance with ASC 740, Income Taxes The Company generally is no longer subject to tax examinations for years prior to 2014. However, if loss carryforwards of tax years prior to 2014 are utilized in the U.S., these tax years may become subject to investigation by the tax authorities. While timing of the resolution and/or finalization of tax audits is uncertain, the Company does not believe that its unrecognized tax benefits would materially change in the next 12 months. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | 11. 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 March 31, 2019 and December 31, 2018. 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 of which were outstanding as of March 31, 2019 and December 31, 2018. 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 shares of Series B Preferred Stock into such number of shares of the Company’s common stock determined by taking the accreted value of such Share (purchase price plus accrued but unpaid dividends) and dividing such value by the stated value of such Share ($4.00 per share, subject to adjustment for dilutive issuances, stock splits, stock dividends and the like); provided, however, that the Company shall not convert any Shares if doing so would cause the holder thereof, along with its affiliates, to beneficially own in excess of 19.9% of the outstanding common stock immediately after giving effect to the applicable conversion (the “Ownership Limitation”), unless waiver of this restriction has been effected by the holder requesting conversion of Shares. Based on the current conversion price, the outstanding shares of Series B Preferred Stock as of March 31, 2019 would be convertible into 5,208,000 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 March 31, 2019, 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 three months ended March 31, 2019 (in thousands): Tranche 1 Tranche 2 Total Series B Preferred Stock Balance at December 31, 2018 $ 12,600 $ 8,233 $ 20,833 Cumulative dividends on Series B preferred stock 158 100 258 Balance at March 31, 2019 $ 12,758 $ 8,333 $ 21,091 Number of Common Shares Issuable Upon Conversion Balance at December 31, 2018 3,150 2,058 5,208 Cumulative dividends on Series B preferred stock 39 25 64 Balance at March 31, 2019 3,189 2,083 5,272 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 March 31, 2019, the 2014 Consultant Warrant had not been exercised. On February 8, 2017, the Company entered into Loan and Security Agreements (each, a “Loan and Security Agreement”) with each of EWB and VLL7 and VLL8 as discussed in Note 9, 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 was immediately exercisable for cash or by net exercise and had an expiration date of February 8, 2019. Below is the summary of outstanding warrants issued by the Company as of March 31, 2019: Warrant Type Number of Shares Issuable Upon Exercise Weighted Average Exercise Price Issue Date Expiration Date 2014 Consultant Warrant 85,000 $ 10.70 August 13, 2014 August 13, 2019 East West Bank Warrant 40,000 3.64 February 8, 2017 February 8, 2022 VLL7 and VLL8 Warrants 580,000 2.00 February 8, 2017 February 8, 2022 Total 705,000 Common Stock Reserved for Future Issuance Common stock reserved for future issuance as of March 31, 2019 was as follows: Exercise of outstanding stock options, vesting of restricted stock units ("RSU"), and issuance of RSUs vested but not released 2,431,800 ESPP 293,888 Shares of common stock available for grant under the 2011 Plan 523,037 Noncontrolling interest in Bluehill ID AG 10,355 Warrants to purchase common stock 705,000 Shares of common stock issuable upon conversion of Series B preferred stock 7,541,449 Total 11,505,529 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 12. 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 the 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 grants 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 an aggregate of 3,000,000 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 Option Plans A summary of activity for the Company’s stock option plans for the three months ended March 31, 2019 follows: Number Outstanding Average Exercise Price per Share Weighted Average Remaining Contractual Term (Years) Average Intrinsic Value Balance at December 31, 2018 621,602 $ 5.87 6.32 $ — Granted — — Cancelled or Expired (46,000 ) 8.52 Exercised Balance at March 31, 2019 575,602 $ 5.66 6.50 $ 302,233 Vested or expected to vest at March 31, 2019 574,705 $ 5.66 6.56 $ 301,623 Exercisable at March 31, 2019 520,045 $ 5.79 6.50 $ 264,454 The aggregate intrinsic value in the table above represents the difference between the fair value of the Company’s common stock and the option exercise price of in-the-money options multiplies by the number of such options. The following table summarizes information about options outstanding as of March 31, 2019: 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 - $7.20 468,810 7.03 $ 4.46 413,253 $ 4.47 $7.50 - $11.30 85,198 4.89 9.74 85,198 9.74 $12.00 - $19.70 17,244 3.26 13.60 17,244 13.60 $21.70 - $24.20 4,350 2.43 23.27 4,350 23.27 $4.36 - $24.20 575,602 520,045 At March 31, 2019, there was $0.1 million of unrecognized stock-based compensation expense, net of estimated forfeitures related to unvested options, that is expected to be recognized over a weighted-average period of 0.44 years. Restricted Stock Units The following is a summary of RSU activity for the three months ended March 31, 2019: Number of RSUs Weighted Average Fair Value Unvested at December 31, 2018 1,367,630 $ 3.81 Granted 226,000 5.21 Vested (152,527 ) 3.60 Forfeited (10,871 ) 3.45 Unvested at March 31, 2019 1,430,232 $ 4.05 Shares vested but not released 425,966 $ 3.39 The fair value of the Company’s RSUs is calculated based upon the fair market value of the Company’s stock on the date of grant. As of March 31, 2019, there was $4.8 million of unrecognized compensation expense related to unvested RSUs granted, which is expected to be recognized over a weighted average period of 2.9 years. Stock-Based Compensation Expense The following table illustrates all employee stock-based compensation expense related to stock options and RSUs included in the condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 2018 Cost of revenue $ 29 $ 19 Research and development 114 135 Selling and marketing 180 158 General and administrative 364 323 Total $ 687 $ 635 Restricted Stock Unit Net Share Settlements During the three months ended March 31, 2019 and 2018, the Company repurchased 42,880 and 42,447 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 | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss per Common Share Attributable to Identiv Stockholders’ Equity | 13. 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 earnings per share (“EPS”): Three Months Ended March 31, Numerator: 2019 2018 Net loss attributable to Identiv, Inc. $ (815 ) $ (2,306 ) Accretion of Series B preferred stock dividends (258 ) — Numerator for basic EPS - loss available to common stockholders $ (1,073 ) $ (2,306 ) Denominator: Weighted average common shares outstanding 16,837 15,111 Net loss per common share - basic $ (0.06 ) $ (0.15 ) The following common stock equivalents have been excluded from diluted net loss per share for the three months ended March 31, 2019 and 2018 because their inclusion would be anti-dilutive: Three Months Ended March 31, 2019 2018 Shares of common stock subject to outstanding RSUs 1,430,232 1,542,490 Shares of common stock subject to outstanding stock options 575,602 661,852 Shares of common stock subject to outstanding warrants 705,000 765,000 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 5,272,708 3,000,000 Shares of common stock subject to holdback provisions of acquisition of 3VR — 294,927 Total 7,993,897 6,274,624 |
Segment Reporting, Geographic I
Segment Reporting, Geographic Information, and Concentration of Credit Risk | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting, Geographic Information, and Concentration of Credit Risk | 14. Segment Reporting, Geographic Information, and Concentration of Credit Risk Segment Reporting ASC 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 2018 has been reclassified to conform to the fiscal 2019 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. Net revenue and gross profit information by segment for the three months ended March 31, 2019 and 2018 is as follows (in thousands): Three Months Ended March 31, 2019 2018 Premises: Net revenue $ 9,330 $ 7,506 Gross profit 4,379 4,155 Gross profit margin 47 % 55 % Identity: Net revenue 10,192 9,022 Gross profit 4,325 2,353 Gross profit margin 42 % 26 % Total: Net revenue 19,522 16,528 Gross profit 8,704 6,508 Gross profit margin 45 % 39 % Operating expenses: Research and development 2,026 1,687 Selling and marketing 4,498 3,903 General and administrative 2,622 2,555 Restructuring and severance (12 ) 110 Total operating expenses: 9,134 8,255 Loss from operations (430 ) (1,747 ) Non-operating income (expense): Interest expense, net (279 ) (476 ) Foreign currency losses, net (2 ) (38 ) Loss before income taxes and noncontrolling interest $ (711 ) $ (2,261 ) Geographic Information Geographic net revenue is based on the customer’s ship-to location. Information regarding net revenue by geographic region for the three months ended March 31, 2019 and 2018 is as follows (in thousands): Three Months Ended March 31, 2019 2018 Americas $ 14,725 $ 13,232 Europe and the Middle East 2,930 2,308 Asia-Pacific 1,867 988 Total $ 19,522 $ 16,528 Percentage of net revenue: Americas 75 % 80 % Europe and the Middle East 15 % 14 % Asia-Pacific 10 % 6 % Total 100 % 100 % Concentration of Credit Risk No customer accounted for 10% or more of net revenue for either of the three months ended March 31, 2019 or 2018. One customer accounted for 10% of net accounts receivable at March 31, 2019. Long-lived assets by geographic location as of March 31, 2019 and December 31, 2018 are as follows (in thousands): March 31, December 31, 2019 2018 Property and equipment, net: Americas $ 1,178 $ 1,060 Europe and the Middle East 35 43 Asia-Pacific 1,456 1,521 Total property and equipment, net $ 2,669 $ 2,624 Operating lease ROU assets: Americas $ 5,177 $ — Europe and the Middle East 130 — Asia-Pacific 663 — Total operating lease right-of-use assets $ 5,970 $ — |
Restructuring and Severance
Restructuring and Severance | 3 Months Ended |
Mar. 31, 2019 | |
Restructuring And Related Activities [Abstract] | |
Restructuring and Severance | 15. Restructuring and Severance On February 14, 2018, the Company acquired 3VR. As a result of the acquisition, in the three months ended March 31, 2018, the Company incurred restructuring and severance expenses of $0.1 million consisting primarily of facility rental related costs associated with the 3VR office facility in San Francisco, California. Restructuring and severance expenses incurred in the three months ended March 31, 2019 consist of facility rental costs discussed above, offset by sublease income received from a tenant that sublet the office space in the third quarter of 2018 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 its future rental payment obligation associated with vacated office space at its Fremont, California facility Restructuring and severance activities during the three months ended March 31, 2019 and 2018 were as follows (in thousands): Three Months Ended March 31, 2019 2018 Balance at beginning of period $ 129 $ — Restructuring expense incurred for the period (12 ) 110 Cash received (cash paid) during the period 12 (110 ) Balance at end of period $ 129 $ — |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | 16. Leases The Company’s leases consist primarily of operating leases for administrative office spaces, research and development facilities, a manufacturing facility, and sales offices in various countries around the world. The Company determines if an arrangement is a lease at inception. Some lease agreements contain lease and non-lease components, which are accounted for as a single lease component. Total lease expense was approximately $374,000 for the three months ended March 31, 2019. Rent expense was approximately $286,000 Initial lease terms are determined at commencement and may include options to extend or terminate the lease when it is reasonably certain the Company will exercise the option. Remaining lease terms range from one to seven years, some of which include options to extend for up to five years. Leases with an initial term of twelve months or less are not recorded on the condensed consolidated balance sheets. As the Company’s leases do not provide an implicit rate, the present value of future lease payments is determined using the Company’s incremental borrowing rate based on information available at commencement date. The table below reconciles the undiscounted cash flows for the first five years and total of the remaining years to the operating lease liabilities recorded on the condensed consolidated balance sheet as of March 31, 2019 (in thousands): March 31, 2019 2019 (remaining nine months) $ 1,783 2020 2,080 2021 1,603 2022 932 2023 636 Thereafter 237 Total minimum lease payments 7,271 Less: amount of lease payments representing interest (1,132 ) Present value of future minimum lease payments 6,139 Less: current liabilities under operating leases (2,067 ) Long-term operating lease liabilities $ 4,072 As of March 31, 2019, the weighted average remaining lease term for the Company’s operating leases is 3.9 years, and the weighted average discount rate used to determine the present value of the Company’s operating leases is 6.4%. Sublease rental income due in the future under non-cancelable subleases is $2.4 million. Cash paid for amounts included in the measurement of operating lease liabilities was $0.5 million for the three months ended March 31, 2019. Cash received from sublease rentals was $0.2 million for the three months ended March 31, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. Commitments and Contingencies The following table summarizes the Company’s principal contractual commitments as of March 31, 2019 (in thousands): Purchase Commitments Other Contractual Commitments Total 2019 (remaining nine months) $ 12,998 $ 102 $ 13,100 2020 872 — 872 Total $ 13,870 $ 102 $ 13,972 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. |
Significant Accounting Polici_2
Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Leases | Leases — The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities, and long-term operating lease liabilities on the Company’s condensed consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments. The operating lease ROU assets also include any lease payments made and exclude lease incentives and initial direct costs incurred. The Company’s lease terms may include options to extend the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which is accounted for as a single lease component. |
Adoption of New Accounting Standards | Adoption of New Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) amended the existing accounting standards for leases, Accounting Standards Update (“ASU”) 2016-02, Leases |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 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 Revenue Based on Disaggregation Criteria | Total net revenue based on the disaggregation criteria described above are as follows (in thousands): Three Months Ended March 31, 2019 2018 Point-in- Time Over Time Total Point-in- Time Over Time Total Americas $ 13,524 $ 1,201 $ 14,725 $ 12,484 $ 748 $ 13,232 Europe and the Middle East 2,865 65 2,930 2,294 14 2,308 Asia-Pacific 1,867 — 1,867 985 3 988 Total $ 18,256 $ 1,266 $ 19,522 $ 15,763 $ 765 $ 16,528 |
Changes in Deferred Revenue | Changes in deferred revenue during the three months ended March 31, 2019 were as follows (in thousands): Amount Deferred revenue at December 31, 2018 $ 2,810 Fair value of deferred revenue acquired in acquisition, net of recognition 13 Deferral of revenue billed in current period, net of recognition 1,444 Recognition of revenue deferred in prior periods (863 ) Balance as of March 31, 2019 $ 3,404 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, before the settlement of the remaining indemnification claims noted above, which will be recorded by the Company in the second quarter of 2019, (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 Net 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 Assets Estimated Useful Life (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 | 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 |
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 Assets Estimated Useful Life (in Years) Trademarks $ 200 5 Customer relationships 1,500 10 Developed technology 700 10 $ 2,400 |
Viscount Systems, Inc. | |
Summary of Fair Values of Assets Acquired and Liabilities Assumed at Acquisition | 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. Accounts receivable $ 636 Inventory 276 Prepaid expenses and other current assets 29 Property and equipment 190 Operating lease ROU assets 550 Trademarks 160 Customer relationships 710 Developed technology 800 Total identifiable assets acquired 3,351 Accounts payable (372 ) Operating lease liabilities (61 ) Accrued expenses and liabilities (120 ) Deferred revenue (34 ) Earn-out liability (200 ) Other current liabilities (326 ) Long-term operating lease liabilities (489 ) Total liabilities assumed (1,602 ) Net identifiable assets acquired 1,749 Goodwill 1,173 Net purchase price $ 2,922 |
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 Assets Estimated Useful Life (in Years) Trademarks $ 160 5 Customer relationships 710 10 Developed technology 800 10 $ 1,670 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Changes in Fair Value of Liabilities in Level 3 of Fair Value Hierarchy | Changes in the fair value of liabilities classified in Level 3 of the fair value hierarchy were as follows (in thousands): Viscount Earn-out Consideration Balance at December 31, 2018 $ — Acquisition of Viscount 200 Remeasurement of obligation — Balance at March 31, 2019 $ 200 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 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 Gross carrying amount at March 31, 2019 $ 758 $ 9,093 $ 15,745 $ 25,596 Accumulated amortization (114 ) (4,201 ) (9,284 ) (13,599 ) Intangible assets, net at March 31, 2019 $ 644 $ 4,892 $ 6,461 $ 11,997 |
Amortization Expense Included in Condensed Consolidated Statements of Operations | The following table illustrates the amortization expense included in the condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018, respectively (in thousands): Three Months Ended March 31, 2019 2018 Cost of revenue $ 224 $ 149 Selling and marketing 418 298 Total $ 642 $ 447 |
Estimated Future Amortization Expense of Purchased Intangible Assets with Definite Lives | The estimated annual future amortization expense for purchased intangible assets with definite lives as of March 31, 2019 is as follows (in thousands): 2019 (remaining nine months) $ 1,926 2020 2,567 2021 1,112 2022 1,112 2023 1,035 Thereafter 4,245 $ 11,997 |
3VR, Thursby and Viscount | |
Summary of Carrying Amount of Goodwill Resulting from Acquisition of 3VR, Thursby, and Viscount | The following table summarizes the carrying amount of goodwill resulting from the acquisitions of 3VR, Thursby, and Viscount (in thousands): Premises Identity Total Balance at December 31, 2018 $ 5,796 $ 3,490 $ 9,286 Acquisition of business 1,173 — 1,173 Currency translation adjustment (18 ) — (18 ) Balance at March 31, 2019 $ 6,951 $ 3,490 $ 10,441 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Statement Of Financial Position [Abstract] | |
Inventories | The Company’s inventories are stated at the lower of cost or net realizable value. Inventories consists of (in thousands): March 31, December 31, 2019 2018 Raw materials $ 5,188 $ 4,598 Work-in-progress 25 77 Finished goods 7,247 8,956 Total $ 12,460 $ 13,631 |
Property and Equipment, Net | Property and equipment, net consists of (in thousands): March 31, December 31, 2019 2018 Building and leasehold improvements $ 1,259 $ 1,250 Furniture, fixtures and office equipment 1,870 1,806 Plant and machinery 9,625 9,484 Purchased software 2,182 2,167 Total 14,936 14,707 Accumulated depreciation (12,267 ) (12,083 ) Property and equipment, net $ 2,669 $ 2,624 |
Other Accrued Expenses and Liabilities | Other accrued expenses and liabilities consist of (in thousands): March 31, December 31, 2019 2018 Accrued professional fees $ 1,454 $ 1,504 Customer deposits 53 1,517 Accrued warranties 433 316 Other accrued expenses 2,225 1,940 Total $ 4,165 $ 5,277 |
Long-Term Payment Obligation (T
Long-Term Payment Obligation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Payment Obligations To Former Related Party Liability | The ongoing payment obligation in connection with the Hirsch acquisition as of March 31, 2019 is as follows (in thousands): 2019 (remaining nine months) $ 956 2020 1,408 2021 363 Present value discount factor (108 ) Total 2,619 Less: Current portion - payment obligation (1,050 ) Long-term payment obligation $ 1,569 |
Financial Liabilities (Tables)
Financial Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Financial Liabilities | Financial liabilities consist of (in thousands): March 31, December 31, 2019 2018 Revolving loan facility $ 11,855 $ 11,579 Notes payable — 2,000 Total before discount and debt issuance costs 11,855 13,579 Less: Notes payable — (2,000 ) Less: Current portion of financial liabilities (11,787 ) (11,554 ) Less: Current portion of unamortized discount and debt issuance costs (68 ) (25 ) Long-term financial liabilities $ — $ — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 three months ended March 31, 2019 (in thousands): Tranche 1 Tranche 2 Total Series B Preferred Stock Balance at December 31, 2018 $ 12,600 $ 8,233 $ 20,833 Cumulative dividends on Series B preferred stock 158 100 258 Balance at March 31, 2019 $ 12,758 $ 8,333 $ 21,091 Number of Common Shares Issuable Upon Conversion Balance at December 31, 2018 3,150 2,058 5,208 Cumulative dividends on Series B preferred stock 39 25 64 Balance at March 31, 2019 3,189 2,083 5,272 |
Summary of Outstanding Warrants Issued by Company | Below is the summary of outstanding warrants issued by the Company as of March 31, 2019: Warrant Type Number of Shares Issuable Upon Exercise Weighted Average Exercise Price Issue Date Expiration Date 2014 Consultant Warrant 85,000 $ 10.70 August 13, 2014 August 13, 2019 East West Bank Warrant 40,000 3.64 February 8, 2017 February 8, 2022 VLL7 and VLL8 Warrants 580,000 2.00 February 8, 2017 February 8, 2022 Total 705,000 |
Schedule of Common Stock Reserved for Future Issuance | Common Stock Reserved for Future Issuance Common stock reserved for future issuance as of March 31, 2019 was as follows: Exercise of outstanding stock options, vesting of restricted stock units ("RSU"), and issuance of RSUs vested but not released 2,431,800 ESPP 293,888 Shares of common stock available for grant under the 2011 Plan 523,037 Noncontrolling interest in Bluehill ID AG 10,355 Warrants to purchase common stock 705,000 Shares of common stock issuable upon conversion of Series B preferred stock 7,541,449 Total 11,505,529 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 option plans for the three months ended March 31, 2019 follows: Number Outstanding Average Exercise Price per Share Weighted Average Remaining Contractual Term (Years) Average Intrinsic Value Balance at December 31, 2018 621,602 $ 5.87 6.32 $ — Granted — — Cancelled or Expired (46,000 ) 8.52 Exercised Balance at March 31, 2019 575,602 $ 5.66 6.50 $ 302,233 Vested or expected to vest at March 31, 2019 574,705 $ 5.66 6.56 $ 301,623 Exercisable at March 31, 2019 520,045 $ 5.79 6.50 $ 264,454 |
Summary Information about Options Outstanding | The following table summarizes information about options outstanding as of March 31, 2019: 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 - $7.20 468,810 7.03 $ 4.46 413,253 $ 4.47 $7.50 - $11.30 85,198 4.89 9.74 85,198 9.74 $12.00 - $19.70 17,244 3.26 13.60 17,244 13.60 $21.70 - $24.20 4,350 2.43 23.27 4,350 23.27 $4.36 - $24.20 575,602 520,045 |
Summary of RSU Activity | The following is a summary of RSU activity for the three months ended March 31, 2019: Number of RSUs Weighted Average Fair Value Unvested at December 31, 2018 1,367,630 $ 3.81 Granted 226,000 5.21 Vested (152,527 ) 3.60 Forfeited (10,871 ) 3.45 Unvested at March 31, 2019 1,430,232 $ 4.05 Shares vested but not released 425,966 $ 3.39 |
Stock-Based Compensation Expense Related to Stock Options and RSUs | The following table illustrates all employee stock-based compensation expense related to stock options and RSUs included in the condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 2018 Cost of revenue $ 29 $ 19 Research and development 114 135 Selling and marketing 180 158 General and administrative 364 323 Total $ 687 $ 635 |
Net Loss per Common Share Att_2
Net Loss per Common Share Attributable to Identiv Stockholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Basic Earning Per Share | 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 earnings per share (“EPS”): Three Months Ended March 31, Numerator: 2019 2018 Net loss attributable to Identiv, Inc. $ (815 ) $ (2,306 ) Accretion of Series B preferred stock dividends (258 ) — Numerator for basic EPS - loss available to common stockholders $ (1,073 ) $ (2,306 ) Denominator: Weighted average common shares outstanding 16,837 15,111 Net loss per common share - basic $ (0.06 ) $ (0.15 ) |
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 three months ended March 31, 2019 and 2018 because their inclusion would be anti-dilutive: Three Months Ended March 31, 2019 2018 Shares of common stock subject to outstanding RSUs 1,430,232 1,542,490 Shares of common stock subject to outstanding stock options 575,602 661,852 Shares of common stock subject to outstanding warrants 705,000 765,000 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 5,272,708 3,000,000 Shares of common stock subject to holdback provisions of acquisition of 3VR — 294,927 Total 7,993,897 6,274,624 |
Segment Reporting, Geographic_2
Segment Reporting, Geographic Information, and Concentration of Credit Risk (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Information Regarding Net Revenue and Gross Profit by Segment | Net revenue and gross profit information by segment for the three months ended March 31, 2019 and 2018 is as follows (in thousands): Three Months Ended March 31, 2019 2018 Premises: Net revenue $ 9,330 $ 7,506 Gross profit 4,379 4,155 Gross profit margin 47 % 55 % Identity: Net revenue 10,192 9,022 Gross profit 4,325 2,353 Gross profit margin 42 % 26 % Total: Net revenue 19,522 16,528 Gross profit 8,704 6,508 Gross profit margin 45 % 39 % Operating expenses: Research and development 2,026 1,687 Selling and marketing 4,498 3,903 General and administrative 2,622 2,555 Restructuring and severance (12 ) 110 Total operating expenses: 9,134 8,255 Loss from operations (430 ) (1,747 ) Non-operating income (expense): Interest expense, net (279 ) (476 ) Foreign currency losses, net (2 ) (38 ) Loss before income taxes and noncontrolling interest $ (711 ) $ (2,261 ) |
Information Regarding Net Revenue by Geographic Region | Geographic Information Geographic net revenue is based on the customer’s ship-to location. Information regarding net revenue by geographic region for the three months ended March 31, 2019 and 2018 is as follows (in thousands): Three Months Ended March 31, 2019 2018 Americas $ 14,725 $ 13,232 Europe and the Middle East 2,930 2,308 Asia-Pacific 1,867 988 Total $ 19,522 $ 16,528 Percentage of net revenue: Americas 75 % 80 % Europe and the Middle East 15 % 14 % Asia-Pacific 10 % 6 % Total 100 % 100 % |
Long-Lived Assets by Geographic Location | Long-lived assets by geographic location as of March 31, 2019 and December 31, 2018 are as follows (in thousands): March 31, December 31, 2019 2018 Property and equipment, net: Americas $ 1,178 $ 1,060 Europe and the Middle East 35 43 Asia-Pacific 1,456 1,521 Total property and equipment, net $ 2,669 $ 2,624 Operating lease ROU assets: Americas $ 5,177 $ — Europe and the Middle East 130 — Asia-Pacific 663 — Total operating lease right-of-use assets $ 5,970 $ — |
Restructuring and Severance (Ta
Restructuring and Severance (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Restructuring And Related Activities [Abstract] | |
Restructuring and Severance | Restructuring and severance activities during the three months ended March 31, 2019 and 2018 were as follows (in thousands): Three Months Ended March 31, 2019 2018 Balance at beginning of period $ 129 $ — Restructuring expense incurred for the period (12 ) 110 Cash received (cash paid) during the period 12 (110 ) Balance at end of period $ 129 $ — |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of Reconciles Undiscounted Cash flows of Operating Lease Liabilities Recorded on the Condensed Consolidated Balance Sheet | The table below reconciles the undiscounted cash flows for the first five years and total of the remaining years to the operating lease liabilities recorded on the condensed consolidated balance sheet as of March 31, 2019 (in thousands): March 31, 2019 2019 (remaining nine months) $ 1,783 2020 2,080 2021 1,603 2022 932 2023 636 Thereafter 237 Total minimum lease payments 7,271 Less: amount of lease payments representing interest (1,132 ) Present value of future minimum lease payments 6,139 Less: current liabilities under operating leases (2,067 ) Long-term operating lease liabilities $ 4,072 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Principal Contractual Obligations | The following table summarizes the Company’s principal contractual commitments as of March 31, 2019 (in thousands): Purchase Commitments Other Contractual Commitments Total 2019 (remaining nine months) $ 12,998 $ 102 $ 13,100 2020 872 — 872 Total $ 13,870 $ 102 $ 13,972 |
Significant Accounting Polici_3
Significant Accounting Policies and Recent Accounting Pronouncements - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 |
Accounting Policies [Line Items] | ||
Operating Lease ROU assets | $ 5,970 | |
Operating lease liability | $ 6,139 | |
ASU 2016-02 | ||
Accounting Policies [Line Items] | ||
Operating Lease ROU assets | $ 5,800 | |
Operating lease liability | $ 5,900 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($)Segment | |
Revenue From Contract With Customer [Line Items] | |
Number of operating segments | Segment | 2 |
Remaining performance obligations | $ | $ 1.3 |
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) | 3 Months Ended |
Mar. 31, 2019 | |
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 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) | 3 Months Ended |
Mar. 31, 2019 | |
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 Revenue Based on Disa
Total Net Revenue Based on Disaggregation Criteria (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | $ 19,522 | $ 16,528 |
Point-in-Time | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 18,256 | 15,763 |
Over Time | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 1,266 | 765 |
Americas | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 14,725 | 13,232 |
Americas | Point-in-Time | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 13,524 | 12,484 |
Americas | Over Time | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 1,201 | 748 |
Europe and the Middle East | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 2,930 | 2,308 |
Europe and the Middle East | Point-in-Time | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 2,865 | 2,294 |
Europe and the Middle East | Over Time | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 65 | 14 |
Asia-Pacific | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 1,867 | 988 |
Asia-Pacific | Point-in-Time | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | $ 1,867 | 985 |
Asia-Pacific | Over Time | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | $ 3 |
Changes in Deferred Revenue (De
Changes in Deferred Revenue (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Revenue From Contract With Customer [Abstract] | |
Deferred revenue | $ 2,810 |
Fair value of deferred revenue acquired in acquisition, net of recognition | 13 |
Deferral of revenue billed in current period, net of recognition | 1,444 |
Recognition of revenue deferred in prior periods | (863) |
Deferred revenue | $ 3,404 |
Revenue - Unsatisfied Performan
Revenue - Unsatisfied Performance Obligation - Additional Information (Detail) | Mar. 31, 2019 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-04-01 | |
Revenue From Contract With Customer [Line Items] | |
Unsatisfied performance obligations, expected to recognize | 73.00% |
Unsatisfied performance obligations, expected to recognize, period | 9 months |
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 | 18.00% |
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 | 9.00% |
Unsatisfied performance obligations, expected to recognize, period |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) | Feb. 14, 2019 | Jan. 25, 2019 | Jan. 02, 2019 | Nov. 01, 2018 | May 09, 2018 | Feb. 14, 2018 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||||||
Goodwill | $ 10,441,000 | $ 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, payment of cash | 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 value held back | $ 300,000 | |||||||||
Business combination, issuance of common stock shares held back | 93,406 | 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 | |||||||||
Goodwill | 5,796,000 | |||||||||
3VR | ASC 805 | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition and transitional costs | $ 8,000 | 548,000 | ||||||||
3VR | Notes Payable | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business combination, issuance of notes | 2,000,000 | |||||||||
Debt instrument payment, principal and interest | $ 2,060,000 | |||||||||
3VR | Scenario, Forecast | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Reduction in purchase consideration | $ 340,000 | |||||||||
Reduction in goodwill | $ 340,000 | |||||||||
Business combination, cancellation of common stock shares held back | 93,406 | |||||||||
Percentage of contingent consideration obligated to pay | 35.00% | |||||||||
Amount of contingent consideration obligated to pay for each subject adjustments | $ 25,000,000 | |||||||||
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, payment of cash | $ 600,000 | |||||||||
Business combination, issuance of common stock, shares | 426,621 | |||||||||
Business combination, issuance of common stock | $ 2,500,000 | |||||||||
Business combination, issuance of common stock shares held back | 85,324 | |||||||||
Goodwill | $ 3,490,000 | |||||||||
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 | 23,000 | 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 | |||||||||
Viscount Systems, Inc. | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Date of acquisition completed | Jan. 2, 2019 | |||||||||
Business combination, aggregate consideration | $ 2,900,000 | |||||||||
Business combination, payment of cash | $ 1,300,000 | |||||||||
Business combination, issuance of common stock, shares | 419,288 | |||||||||
Business combination, issuance of common stock | $ 1,600,000 | |||||||||
Business combination, issuance of common stock shares held back | 31,446 | |||||||||
Goodwill | $ 1,173,000 | |||||||||
Amount of maximum earn-out consideration of payable for all periods in shares of common stock | 3,500,000 | |||||||||
Fair value of earn out consideration | 200,000 | 200,000 | ||||||||
Viscount Systems, Inc. | ASC 805 | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition and transitional costs | $ 27,000 | $ 227,000 | ||||||||
Viscount Systems, Inc. | Maximum | ||||||||||
Business Acquisition [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 |
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 | Mar. 31, 2019 | Mar. 31, 2018 | Jan. 02, 2019 | Dec. 31, 2018 | Feb. 14, 2018 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 10,441 | $ 9,286 | ||||
Purchase price net of cash acquired | 1,287 | $ 1,384 | ||||
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 | |||||
Net 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 | |||||
Net purchase price | 6,626 | |||||
Less: cash acquired | (3,485) | |||||
Purchase price net of cash acquired | 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 | |||||
Viscount Systems, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Accounts receivable | $ 636 | |||||
Inventory | 276 | |||||
Prepaid expenses and other current assets | 29 | |||||
Property and equipment | 190 | |||||
Operating lease ROU assets | 550 | |||||
Finite-lived intangibles | 1,670 | |||||
Total identifiable assets acquired | 3,351 | |||||
Accounts payable | (372) | |||||
Operating lease liabilities | (61) | |||||
Accrued expenses and liabilities | (120) | |||||
Deferred revenue | (34) | |||||
Earn-out liability | $ (200) | (200) | ||||
Other current liabilities | (326) | |||||
Long-term operating lease liabilities | (489) | |||||
Total liabilities assumed | (1,602) | |||||
Net identifiable assets acquired | 1,749 | |||||
Goodwill | 1,173 | |||||
Net purchase price | 2,922 | |||||
Viscount Systems, Inc. | Trademarks | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangibles | 160 | |||||
Viscount Systems, Inc. | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangibles | 710 | |||||
Viscount Systems, Inc. | Developed Technology | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangibles | $ 800 |
Summary of Acquisition Related
Summary of Acquisition Related Finite-lived Intangibles and Estimated Lives (Detail) - USD ($) $ in Thousands | Jan. 02, 2019 | 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 | ||
Viscount Systems, Inc. | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Gross Purchased Intangible Assets | $ 1,670 | ||
Viscount Systems, Inc. | Trademarks | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Gross Purchased Intangible Assets | $ 160 | ||
Estimated Useful Life (in Years) | 5 years | ||
Viscount Systems, Inc. | Customer Relationships | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Gross Purchased Intangible Assets | $ 710 | ||
Estimated Useful Life (in Years) | 10 years | ||
Viscount Systems, Inc. | Developed Technology | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Gross Purchased Intangible Assets | $ 800 | ||
Estimated Useful Life (in Years) | 10 years |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Mar. 31, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Viscount Systems, Inc. | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value of earn out consideration | $ 200,000 | $ 200,000 | |
3VR and Thursby | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value of earn out consideration | 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 | |
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 Changes in Fair Valu
Summary of Changes in Fair Value of Liabilities in Level 3 of Fair Value Hierarchy (Detail) - Viscount Earn-out Consideration $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Acquisition of Viscount | $ 200 |
Balance at March 31, 2019 | $ 200 |
Summary of Carrying Amount of G
Summary of Carrying Amount of Goodwill Resulting from Acquisition of 3VR, Thursby, and Viscount (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Goodwill [Line Items] | |
Beginning Balance | $ 9,286 |
Ending Balance | 10,441 |
3VR, Thursby and Viscount | |
Goodwill [Line Items] | |
Beginning Balance | 9,286 |
Acquisition of business | 1,173 |
Currency translation adjustment | (18) |
Ending Balance | 10,441 |
3VR, Thursby and Viscount | Premises | |
Goodwill [Line Items] | |
Beginning Balance | 5,796 |
Acquisition of business | 1,173 |
Currency translation adjustment | (18) |
Ending Balance | 6,951 |
3VR, Thursby and Viscount | Identity | |
Goodwill [Line Items] | |
Beginning Balance | 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 | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 25,596 | $ 23,939 |
Accumulated amortization | (13,599) | (12,959) |
Intangible assets, net | $ 11,997 | 10,980 |
Trademarks | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization period (in years) | 5 years | |
Gross carrying amount | $ 758 | 600 |
Accumulated amortization | (114) | (77) |
Intangible assets, net | 644 | 523 |
Developed Technology | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 9,093 | 8,300 |
Accumulated amortization | (4,201) | (3,978) |
Intangible assets, net | $ 4,892 | 4,322 |
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 | $ 15,745 | 15,039 |
Accumulated amortization | (9,284) | (8,904) |
Intangible assets, net | $ 6,461 | $ 6,135 |
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 | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 642 | $ 447 |
Cost of revenue | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense | 224 | 149 |
Selling and Marketing Expense | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 418 | $ 298 |
Estimated Future Amortization E
Estimated Future Amortization Expense of Purchased Intangible Assets with Definite Lives (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2019 (remaining nine months) | $ 1,926 | |
2020 | 2,567 | |
2021 | 1,112 | |
2022 | 1,112 | |
2023 | 1,035 | |
Thereafter | 4,245 | |
Intangible assets, net | $ 11,997 | $ 10,980 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 5,188 | $ 4,598 |
Work-in-progress | 25 | 77 |
Finished goods | 7,247 | 8,956 |
Total | $ 12,460 | $ 13,631 |
Property and Equipment, Net (De
Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 14,936 | $ 14,707 |
Accumulated depreciation | (12,267) | (12,083) |
Property and equipment, net | 2,669 | 2,624 |
Building and Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,259 | 1,250 |
Furniture, Fixtures and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,870 | 1,806 |
Plant and Machinery | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 9,625 | 9,484 |
Purchased Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 2,182 | $ 2,167 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 0.2 | $ 0.3 |
Other Accrued Expenses and Liab
Other Accrued Expenses and Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Accrued Liabilities And Other Liabilities Current [Abstract] | ||
Accrued professional fees | $ 1,454 | $ 1,504 |
Customer deposits | 53 | 1,517 |
Accrued warranties | 433 | 316 |
Other accrued expenses | 2,225 | 1,940 |
Total | $ 4,165 | $ 5,277 |
Long-Term Payment Obligation -
Long-Term Payment Obligation - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2012 | |
Related Party Transaction [Line Items] | |||
Interest accreted on long-term payment obligation | $ 44,000 | $ 64,000 | |
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 | Mar. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||
2019 (remaining nine months) | $ 12,998 | |
2020 | 872 | |
Total | 13,870 | |
Less: Current portion - payment obligation | (1,050) | $ (1,025) |
Long-term payment obligation | 1,569 | $ 1,860 |
Hirsch Electronics | ||
Related Party Transaction [Line Items] | ||
2019 (remaining nine months) | 956 | |
2020 | 1,408 | |
2021 | 363 | |
Present value discount factor | (108) | |
Total | 2,619 | |
Less: Current portion - payment obligation | (1,050) | |
Long-term payment obligation | $ 1,569 |
Summary of Financial Liabilitie
Summary of Financial Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Total before discount and debt issuance costs | $ 11,855 | $ 13,579 |
Less: Notes payable | (2,000) | |
Less: Current portion of financial liabilities | (11,787) | (11,554) |
Less: Current portion of unamortized discount and debt issuance costs | (68) | (25) |
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 | $ 11,855 | $ 11,579 |
Financial Liabilities - Additio
Financial Liabilities - Additional Information (Detail) - USD ($) | Feb. 14, 2019 | Feb. 06, 2019 | May 31, 2018 | Feb. 21, 2018 | Feb. 14, 2018 | Feb. 08, 2018 | Dec. 28, 2017 | Feb. 08, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||||||||||
Payment of debt instrument, aggregate principal amount | $ 1,371,000 | $ 10,952,000 | |||||||||
Debt instrument, outstanding principal balance | $ 11,855,000 | $ 13,579,000 | |||||||||
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 | ||||||||||
Revolving Loan Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, outstanding principal balance | $ 11,855,000 | 11,579,000 | |||||||||
Notes Payable | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, outstanding principal balance | $ 2,000,000 | ||||||||||
Notes Payable | 3VR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument payment, principal and interest | $ 2,060,000 | ||||||||||
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. | ||||||||||
Loan and Security Agreements | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility customary fees and expenses including facility fees | $ 120,000 | ||||||||||
Loan and Security Agreements | Revolving Loan Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loan facility payable date | Feb. 8, 2021 | ||||||||||
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 | ||||||||||
Line of credit facility additional facility fees paid | $ 40,000 | ||||||||||
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 | Prime Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of interest rate | 0.75% | 1.00% | |||||||||
Loan facility payable date | Feb. 8, 2019 | ||||||||||
Loan and Security Agreements | East West Bank | Revolving Loan Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Borrowing capacity under credit facility | $ 20,000,000 | $ 16,000,000 | |||||||||
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 |
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 | Mar. 31, 2019$ / sharesshares | Dec. 31, 2018shares | 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 | $ | $ 16,000,000 | |||||||
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 | |||||||
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 | Expected Life | ||||||||
Stockholders Equity [Line Items] | ||||||||
Private placement warrant | 5 years | |||||||
EWB Warrant | Dividend Yield | ||||||||
Stockholders Equity [Line Items] | ||||||||
Private placement warrant | 0 | |||||||
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 | Expected Life | ||||||||
Stockholders Equity [Line Items] | ||||||||
Private placement warrant | 5 years | |||||||
VLL7 Warrant | Dividend Yield | ||||||||
Stockholders Equity [Line Items] | ||||||||
Private placement warrant | 0 | |||||||
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 | Expected Life | ||||||||
Stockholders Equity [Line Items] | ||||||||
Private placement warrant | 5 years | |||||||
VLL8 Warrant | Dividend Yield | ||||||||
Stockholders Equity [Line Items] | ||||||||
Private placement warrant | 0 | |||||||
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 | |||||||
Warrants expiration date | Feb. 8, 2019 | |||||||
Common stock warrants fair value | $ | $ 119,000 | |||||||
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 | Expected Life | ||||||||
Stockholders Equity [Line Items] | ||||||||
Private placement warrant | 2 years | |||||||
2017 Consultant Warrant | Dividend Yield | ||||||||
Stockholders Equity [Line Items] | ||||||||
Private placement warrant | 0 | |||||||
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 | 5,000,000 | ||||||
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 shares of Series B Preferred Stock 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 | 5,208,000 | |||||||
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 | 3 Months Ended |
Mar. 31, 2019USD ($)shares | |
Stockholders Equity [Line Items] | |
Cumulative dividends on Series B preferred stock | $ 258 |
Series B Preferred Stock | |
Stockholders Equity [Line Items] | |
Balance at December 31, 2018 | 20,833 |
Cumulative dividends on Series B preferred stock | 258 |
Balance at March 31, 2019 | $ 21,091 |
Balance at December 31, 2018, Shares | shares | 5,208 |
Cumulative dividends on Series B preferred stock, Shares | shares | 64 |
Balance at March 31, 2019, Shares | shares | 5,272 |
Series B Preferred Stock | Tranche One | |
Stockholders Equity [Line Items] | |
Balance at December 31, 2018 | $ 12,600 |
Cumulative dividends on Series B preferred stock | 158 |
Balance at March 31, 2019 | $ 12,758 |
Balance at December 31, 2018, Shares | shares | 3,150 |
Cumulative dividends on Series B preferred stock, Shares | shares | 39 |
Balance at March 31, 2019, Shares | shares | 3,189 |
Series B Preferred Stock | Tranche Two | |
Stockholders Equity [Line Items] | |
Balance at December 31, 2018 | $ 8,233 |
Cumulative dividends on Series B preferred stock | 100 |
Balance at March 31, 2019 | $ 8,333 |
Balance at December 31, 2018, Shares | shares | 2,058 |
Cumulative dividends on Series B preferred stock, Shares | shares | 25 |
Balance at March 31, 2019, Shares | shares | 2,083 |
Summary of Outstanding Warrants
Summary of Outstanding Warrants Issued by Company (Detail) - $ / shares | 3 Months Ended | ||
Mar. 31, 2019 | Feb. 08, 2017 | Aug. 13, 2014 | |
Class Of Warrant Or Right [Line Items] | |||
Number of Shares Issuable Upon Exercise | 705,000 | ||
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 | ||
East West Bank Warrant | |||
Class Of Warrant Or Right [Line Items] | |||
Number of Shares Issuable Upon Exercise | 40,000 | ||
Weighted Average Exercise Price | $ 3.64 | $ 3.64 | |
Issue Date | Feb. 8, 2017 | ||
Expiration Date | Feb. 8, 2022 | ||
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 |
Summary of Common Stock Reserve
Summary of Common Stock Reserved for Future Issuance (Detail) | Mar. 31, 2019shares |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Common stock reserved for future issuance | 11,505,529 |
Exercise of Outstanding Stock Options, Vesting of Restricted Stock Units ("RSU"), 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 | 2,431,800 |
ESPP | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Common stock reserved for future issuance | 293,888 |
Shares of Common Stock Available for Grant Under the 2011 Plan | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Common stock reserved for future issuance | 523,037 |
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 | 705,000 |
Shares of Common Stock Issuable Upon 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 | 7,541,449 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | May 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 06, 2011 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock reserved for future issuance | 11,505,529 | ||||
Unrecognized compensation expense | $ 0.1 | ||||
Unrecognized stock-based compensation expense, weighted average period of recognition | 5 months 8 days | ||||
Restricted Stock Units (RSUs) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 4.8 | ||||
Unrecognized stock-based compensation expense, weighted average period of recognition | 2 years 10 months 24 days | ||||
Repurchase of common stock (in shares) | 42,880 | 42,447 | |||
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 grants | 459,956 | ||||
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 grants | 859,956 | ||||
Increase in shares of common stock authorized for issuance | 500,000 | 3,000,000 |
Summary of Activity under Stock
Summary of Activity under Stock-Based Compensation Plans (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Stock Options Number Outstanding | ||
Beginning Balance | 621,602 | |
Cancelled or Expired | (46,000) | |
Ending Balance | 575,602 | 621,602 |
Vested or expected to vest at March 31, 2019 | 574,705 | |
Exercisable at March 31, 2019 | 520,045 | |
Stock Options Average Exercise Price per share | ||
Beginning Balance | $ 5.87 | |
Cancelled or Expired | 8.52 | |
Ending Balance | 5.66 | $ 5.87 |
Vested or expected to vest at March 31, 2019 | 5.66 | |
Exercisable at March 31, 2019 | $ 5.79 | |
Stock Options Remaining Contractual Life (in years) | ||
Remaining Contractual Life | 6 years 6 months | 6 years 3 months 25 days |
Vested or expected to vest at March 31, 2019 | 6 years 6 months 21 days | |
Exercisable at March 31, 2019 | 6 years 6 months | |
Stock Options Average Intrinsic Value | ||
Ending Balance | $ 302,233 | |
Vested or expected to vest at March 31, 2019 | 301,623 | |
Exercisable at March 31, 2019 | $ 264,454 |
Summary Information about Optio
Summary Information about Options Outstanding (Detail) | 3 Months Ended |
Sep. 30, 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 | 468,810 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 7 years 10 days |
Options Outstanding Weighted Average Exercise Price | $ 4.46 |
Options Number Exercisable | shares | 413,253 |
Options Exercisable Weighted Average Exercise Price | $ 4.47 |
$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 | 85,198 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 4 years 10 months 20 days |
Options Outstanding Weighted Average Exercise Price | $ 9.74 |
Options Number Exercisable | shares | 85,198 |
Options Exercisable Weighted Average Exercise Price | $ 9.74 |
$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 3 months 3 days |
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 5 months 4 days |
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 | 575,602 |
Options Number Exercisable | shares | 520,045 |
Summary of RSU Activity (Detail
Summary of RSU Activity (Detail) - Restricted Stock Units (RSUs) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Beginning Unvested, Number of RSUs | shares | 1,367,630 |
Granted, Number of RSUs | shares | 226,000 |
Vested, Number of RSUs | shares | (152,527) |
Forfeited, Number of RSUs | shares | (10,871) |
Ending Unvested, Number of RSUs | shares | 1,430,232 |
Shares vested but not released, Number of RSUs | shares | 425,966 |
Beginning Unvested, Weighted Average Fair Value | $ / shares | $ 3.81 |
Granted, Weighted Average Fair Value | $ / shares | 5.21 |
Vested, Weighted Average Fair Value | $ / shares | 3.60 |
Forfeited, Weighted Average Fair Value | $ / shares | 3.45 |
Ending Unvested, Weighted Average Fair Value | $ / shares | 4.05 |
Shares vested but not released, Weighted Average Fair Value | $ / shares | $ 3.39 |
Stock-Based Compensation Expens
Stock-Based Compensation Expense Related to Stock Options and RSUs (Detail) - Stock Options and Restricted Stock Units - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | $ 687 | $ 635 |
Cost of revenue | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | 29 | 19 |
Research and Development Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | 114 | 135 |
Selling and Marketing Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | 180 | 158 |
General and Administrative Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | $ 364 | $ 323 |
Computation of Basic Earning Pe
Computation of Basic Earning Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator: | ||
Net loss attributable to Identiv, Inc. | $ (815) | $ (2,306) |
Accretion of Series B preferred stock dividends | (258) | |
Numerator for basic EPS - loss available to common stockholders | $ (1,073) | $ (2,306) |
Denominator: | ||
Weighted average common shares outstanding | 16,837 | 15,111 |
Net loss per common share - basic | $ (0.06) | $ (0.15) |
Common Stock Equivalents Exclud
Common Stock Equivalents Excluded From Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents diluted net loss per share inclusion anti-dilutive | 7,993,897 | 6,274,624 |
RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents diluted net loss per share inclusion anti-dilutive | 1,430,232 | 1,542,490 |
Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents diluted net loss per share inclusion anti-dilutive | 575,602 | 661,852 |
Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents diluted net loss per share inclusion anti-dilutive | 705,000 | 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 | 5,272,708 | 3,000,000 |
Shares of Common Stock Subject to Holdback Provisions of Acquisition of 3VR | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents diluted net loss per share inclusion anti-dilutive | 294,927 |
Information Regarding Net Reven
Information Regarding Net Revenue and Gross Profit by Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 19,522 | $ 16,528 |
Gross profit | $ 8,704 | $ 6,508 |
Gross profit margin | 45.00% | 39.00% |
Operating expenses: | ||
Research and development | $ 2,026 | $ 1,687 |
Selling and marketing | 4,498 | 3,903 |
General and administrative | 2,622 | 2,555 |
Restructuring and severance | (12) | 110 |
Total operating expenses | 9,134 | 8,255 |
Loss from operations | (430) | (1,747) |
Non-operating income (expense): | ||
Interest expense, net | (279) | (476) |
Foreign currency losses, net | (2) | (38) |
Loss before income taxes and noncontrolling interest | (711) | (2,261) |
Premises | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 9,330 | 7,506 |
Gross profit | $ 4,379 | $ 4,155 |
Gross profit margin | 47.00% | 55.00% |
Identity | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 10,192 | $ 9,022 |
Gross profit | $ 4,325 | $ 2,353 |
Gross profit margin | 42.00% | 26.00% |
Information Regarding Net Rev_2
Information Regarding Net Revenue by Geographic Region (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 19,522 | $ 16,528 |
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 | $ 14,725 | $ 13,232 |
Americas | Geographic Concentration Risk | Revenue from Contract with Customer | ||
Segment Reporting Information [Line Items] | ||
Percentage of net revenue | 75.00% | 80.00% |
Europe and the Middle East | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 2,930 | $ 2,308 |
Europe and the Middle East | Geographic Concentration Risk | Revenue from Contract with Customer | ||
Segment Reporting Information [Line Items] | ||
Percentage of net revenue | 15.00% | 14.00% |
Asia-Pacific | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 1,867 | $ 988 |
Asia-Pacific | Geographic Concentration Risk | Revenue from Contract with Customer | ||
Segment Reporting Information [Line Items] | ||
Percentage of net revenue | 10.00% | 6.00% |
Segment Reporting, Geographic_3
Segment Reporting, Geographic Information and Concentration of Credit Risk - Additional Information (Detail) - Customer | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Segment Reporting [Abstract] | |||
Concentration Risk, Customer | No customer accounted for 10% or more of net revenue for either of the three months ended March 31, 2019 or 2018. One customer accounted for 10% of net accounts receivable at March 31, 2019. No customer accounted for 10% or more of net accounts receivable balance at December 31, 2018. | ||
Number of major customer represented stated percentage of total net revenue | 0 | 0 | |
Number of customers who accounted for 10% or more net accounts receivable | 1 | 0 |
Long-Lived Assets by Geographic
Long-Lived Assets by Geographic Location (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 2,669 | $ 2,624 |
Operating lease ROU assets | 5,970 | |
Americas | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 1,178 | 1,060 |
Operating lease ROU assets | 5,177 | |
Europe and the Middle East | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 35 | 43 |
Operating lease ROU assets | 130 | |
Asia-Pacific | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 1,456 | $ 1,521 |
Operating lease ROU assets | $ 663 |
Restructuring and Severance - A
Restructuring and Severance - Additional Information (Detail) - USD ($) $ in Thousands | Feb. 14, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring and severance expenses | $ (12) | $ 110 | ||
Restructuring accrual | $ 129 | $ 129 | ||
3VR | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Date of acquisition completed | Feb. 14, 2018 | Feb. 14, 2018 | ||
3VR | Facility Rental | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring and severance expenses | $ 100 |
Restructuring and Severance (De
Restructuring and Severance (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Restructuring And Related Activities [Abstract] | ||
Balance at beginning of period | $ 129 | |
Restructuring expense incurred for the period | (12) | $ 110 |
Cash received (cash paid) during the period | 12 | $ (110) |
Balance at end of period | $ 129 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Lessee Lease Description [Line Items] | ||
Total lease expense | $ 374,000 | |
Rent expense | $ 286,000 | |
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | |
Weighted average remaining operating lease term | 3 years 10 months 24 days | |
Weighted average discount rate of operating lease | 6.40% | |
Sublease rental income due in future under non-cancelable subleases | $ 2,400,000 | |
Operating lease liabilities, cash paid | 500,000 | |
Sublease rental income | $ 200,000 | |
Minimum | ||
Lessee Lease Description [Line Items] | ||
Remaining lease term | 1 year | |
Maximum | ||
Lessee Lease Description [Line Items] | ||
Remaining lease term | 7 years | |
Operating leases, options to extend leases term | 5 years |
Leases - Schedule of Reconciles
Leases - Schedule of Reconciles Undiscounted Cash flows of Operating Lease Liabilities Recorded on the Condensed Consolidated Balance Sheet (Detail) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2019 (remaining nine months) | $ 1,783 |
2020 | 2,080 |
2021 | 1,603 |
2022 | 932 |
2023 | 636 |
Thereafter | 237 |
Total minimum lease payments | 7,271 |
Less: amount of lease payments representing interest | (1,132) |
Present value of future minimum lease payments | 6,139 |
Less: current liabilities under operating leases | (2,067) |
Long-term operating lease liabilities | $ 4,072 |
Summary of Principal Contractua
Summary of Principal Contractual Obligations (Detail) $ in Thousands | Mar. 31, 2019USD ($) |
Purchase Commitments | |
2019 (remaining nine months) | $ 12,998 |
2020 | 872 |
Total | 13,870 |
Other Contractual Commitments | |
2019 (remaining nine months) | 102 |
Total | 102 |
Total Commitments | |
2019 (remaining nine months) | 13,100 |
2020 | 872 |
Total | $ 13,972 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2019 | |
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 |