Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 31, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | BSQR | |
Entity Registrant Name | BSQUARE CORP /WA | |
Entity Central Index Key | 1,054,721 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 12,452,144 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 12,346 | $ 16,443 |
Short-term investments | 19,231 | 13,280 |
Accounts receivable, net of allowance for doubtful accounts of $50 at September 30, 2016 and $62 December 31, 2015 | 19,808 | 19,009 |
Prepaid expenses and other current assets | 459 | 580 |
Total current assets | 51,844 | 49,312 |
Equipment, furniture and leasehold improvements, net | 1,194 | 1,167 |
Restricted cash equivalents | 250 | |
Deferred tax assets | 32 | 145 |
Intangible assets, net | 493 | 594 |
Goodwill | 3,738 | 3,738 |
Other non-current assets | 54 | 52 |
Total assets | 57,355 | 55,258 |
Current liabilities: | ||
Third-party software fees payable | 11,068 | 11,789 |
Accounts payable | 284 | 188 |
Accrued compensation | 1,924 | 2,390 |
Other accrued expenses | 741 | 1,277 |
Deferred rent, current portion | 315 | 298 |
Deferred revenue | 1,170 | 1,135 |
Total current liabilities | 15,502 | 17,077 |
Deferred tax liability | 85 | 97 |
Deferred rent | 937 | 1,177 |
Deferred revenue | 2,041 | |
Shareholders’ equity: | ||
Preferred stock, no par value: 10,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, no par value: 37,500,000 shares authorized; 12,415,775 shares issued and outstanding at September 30, 2016 and 12,092,598 shares issued and outstanding at December 31, 2015 | 135,043 | 133,331 |
Accumulated other comprehensive loss | (907) | (869) |
Accumulated deficit | (95,346) | (95,555) |
Total shareholders’ equity | 38,790 | 36,907 |
Total liabilities and shareholders’ equity | $ 57,355 | $ 55,258 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 50 | $ 62 |
Preferred stock, par value | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | ||
Common stock, shares authorized | 37,500,000 | 37,500,000 |
Common stock, shares issued | 12,415,775 | 12,092,598 |
Common stock, shares outstanding | 12,415,775 | 12,092,598 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue: | ||||
Software | $ 19,216 | $ 21,215 | $ 58,118 | $ 66,679 |
Service | 3,251 | 5,220 | 12,526 | 14,894 |
Total revenue | 22,467 | 26,435 | 70,644 | 81,573 |
Cost of revenue: | ||||
Software | 15,281 | 17,698 | 47,901 | 54,732 |
Service | 3,509 | 3,864 | 10,877 | 11,287 |
Total cost of revenue | 18,790 | 21,562 | 58,778 | 66,019 |
Gross profit | 3,677 | 4,873 | 11,866 | 15,554 |
Operating expenses: | ||||
Selling, general and administrative | 3,283 | 3,174 | 9,693 | 9,120 |
Research and development | 809 | 312 | 2,024 | 1,300 |
Total operating expenses | 4,092 | 3,486 | 11,717 | 10,420 |
Income (loss) from operations | (415) | 1,387 | 149 | 5,134 |
Other income, net | 128 | 32 | 204 | 124 |
Income (loss) before income taxes | (287) | 1,419 | 353 | 5,258 |
Income tax benefit (expense) | 181 | (174) | (144) | (305) |
Net income (loss) | $ (106) | $ 1,245 | $ 209 | $ 4,953 |
Basic income (loss) per share | $ (0.01) | $ 0.10 | $ 0.02 | $ 0.42 |
Diluted income (loss) per share | $ (0.01) | $ 0.10 | $ 0.02 | $ 0.40 |
Shares used in calculation of income (loss) per share: | ||||
Basic | 12,310 | 11,959 | 12,189 | 11,867 |
Diluted | 12,310 | 12,466 | 12,576 | 12,294 |
Comprehensive income (loss): | ||||
Net income (loss) | $ (106) | $ 1,245 | $ 209 | $ 4,953 |
Other comprehensive income (loss): | ||||
Foreign currency translation, net of tax | (78) | 3 | (44) | 20 |
Change in unrealized gains (losses) on investments, net of tax | 29 | 1 | 6 | (3) |
Total other comprehensive income (loss) | (49) | 4 | (38) | 17 |
Comprehensive income (loss) | $ (155) | $ 1,249 | $ 171 | $ 4,970 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 209 | $ 4,953 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 442 | 425 |
Stock-based compensation | 908 | 1,022 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (799) | (1,934) |
Prepaid expenses and other assets | 220 | 203 |
Third-party software fees payable | (721) | (2,063) |
Accounts payable and accrued expenses | (906) | 224 |
Deferred revenue | 2,076 | (7) |
Deferred rent | (223) | (203) |
Net cash provided by operating activities | 1,206 | 2,620 |
Cash flows from investing activities: | ||
Purchases of equipment and furniture | (368) | (225) |
Proceeds from maturities of short-term investments | 18,200 | 14,253 |
Purchases of short-term investments | (24,159) | (16,906) |
Reduction of restricted cash equivalents | 250 | |
Net cash used in investing activities | (6,077) | (2,878) |
Cash flows provided by financing activities: | ||
Proceeds from exercise of stock options | 832 | 508 |
Effect of exchange rate changes on cash | (58) | 8 |
Net increase (decrease) in cash and cash equivalents | (4,097) | 258 |
Cash and cash equivalents, beginning of period | 16,443 | 13,127 |
Cash and cash equivalents, end of period | $ 12,346 | $ 13,385 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements of BSQUARE Corporation (“BSQUARE”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting and include the accounts of BSQUARE and our wholly owned subsidiaries. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In our opinion, the unaudited condensed consolidated financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly our financial position as of September 30, 2016, our operating results for the three and nine months ended September 30, 2016 and 2015 and our cash flows for the nine months ended September 30, 2016 and 2015. The accompanying financial information as of December 31, 2015 is derived from audited financial statements. Preparing financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Examples include provisions for bad debts and income taxes, estimates of progress on professional engineering service arrangements and bonus accruals. Actual results may differ from these estimates. Interim results are not necessarily indicative of results for a full year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2015. All intercompany balances have been eliminated. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The guidance, as amended, is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted for public companies effective for annual and interim reporting periods beginning after December 15, 2016. We are currently evaluating the impact this ASU will have on our consolidated financial statements and related disclosures. In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes,” to simplify the presentation of deferred income taxes. The amendments in this ASU require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this ASU apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this ASU. We adopted the new guidance retrospectively beginning with the year ended December 31, 2014, and applied such guidance consistently beginning with the year ended December 31, 2015. In February 2016, the FASB issued ASU No. 2016-2, “Leases,” to make leasing activities more transparent and comparable, requiring most leases be recognized by lessees on their balance sheets as right-of-use assets, along with corresponding lease liabilities. ASU 2016-2 is effective for public business entities for annual periods beginning after December 31, 2018 and interim periods within that year, with early adoption permitted. We are currently evaluating the impact this ASU may have on our consolidated financial statements and related disclosures. In March 2016, the FASB amended the existing accounting standards for stock-based compensation, ASU 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” The amendments impact several aspects of accounting for share-based payment transactions, including income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. We are required to adopt the amendments in the first quarter of 2017, with early adoption permitted. If early adoption is elected, all amendments must be adopted in the same period. The manner of application varies by the various provisions of the guidance, with certain provisions applied on a retrospective or modified retrospective approach, while others are applied prospectively. We are currently evaluating the impact this ASU may have on our consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” adding or clarifying guidance on the classification of certain cash receipts and payments in the statement of cash flows. The standard addresses eight specific cash flow issues with the objective of reducing diversity in practice. ASU 2016-15 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted. We are currently evaluating the impact this ASU may have on our consolidated financial statements and related disclosures. Income (Loss) Per Share Basic income (loss) per share is computed using the weighted average number of common shares outstanding during the period, and excludes any dilutive effects of common stock equivalent shares, such as options, restricted stock awards and restricted stock units. Restricted stock awards (“RSAs”) are considered outstanding and included in the computation of basic income or loss per share when underlying restrictions expire and the awards are no longer forfeitable. Restricted stock units (“RSUs”) are considered outstanding and included in the computation of basic income or loss per share only when vested. Diluted income (loss) per share is computed using the weighted average number of common shares outstanding and common stock equivalent shares outstanding during the period using the treasury stock method. Common stock equivalent shares are excluded from the computation if their effect is anti-dilutive. We excluded an aggregate of 1,545,512 and 627,778 options for the three and nine months ended September 30, 2016, respectively, from diluted income (loss) per share because their effect was anti-dilutive. For the three months ended September 30, 2016, this included common stock equivalent shares of 952,858 calculated using the treasury stock method that would have been included in diluted income (loss) per share had we been in a net income position. In a period where we are in a loss position, diluted loss per share is computed using the basic share count. We excluded an aggregate of 282,276 and 201,091 options for the three and nine months ended September 30, 2015, respectively, from diluted income per share because their effect was anti-dilutive. |
Cash, Cash Equivalents and Inve
Cash, Cash Equivalents and Investments | 9 Months Ended |
Sep. 30, 2016 | |
Cash And Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Investments | 2. Cash, Cash Equivalents and Investments Cash, cash equivalents and short-term investments consisted of the following (in thousands): September 30, 2016 December 31, 2015 Cash $ 11,470 $ 7,270 Cash equivalents: Money market funds 876 1,500 Corporate commercial paper — 5,404 Corporate debt securities — 2,269 Total cash equivalents 876 9,173 Total cash and cash equivalents 12,346 16,443 Short-term investments: Corporate commercial paper 13,701 6,245 Treasury bonds — 1,007 Corporate debt securities 5,530 6,028 Total short-term investments 19,231 13,280 Restricted cash equivalents—money market fund — 250 Total cash, cash equivalents and short-term investments $ 31,577 $ 29,973 Gross unrealized gains and losses on our short-term investments were not material as of September 30, 2016 and December 31, 2015. The balance in restricted cash equivalents at December 31, 2015 related to a letter of credit securing the lease of our corporate headquarters. The restricted cash was released in September 2016. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements We measure our cash equivalents and short-term investments at fair value. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Directly or indirectly observable market-based inputs or unobservable inputs used in models or other valuation methodologies. Level 3: Unobservable inputs that are not corroborated by market data. The inputs require significant management judgment or estimation. We classify our cash equivalents and short-term investments within Level 1 or Level 2 because our cash equivalents and short-term investments are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs. Assets and liabilities measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015 are summarized below (in thousands): September 30, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Direct or Indirect Observable Inputs (Level 2) Total Assets Cash equivalents: Money market funds $ 876 $ — $ 876 Total cash equivalents 876 — 876 Short-term investments: Corporate commercial paper — 13,701 13,701 Corporate debt securities — 5,530 5,530 Total short-term investments — 19,231 19,231 Total assets measured at fair value $ 876 $ 19,231 $ 20,107 December 31, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Direct or Indirect Observable Inputs (Level 2) Total Assets Cash equivalents: Money market funds $ 5,404 $ — $ 5,404 Corporate commercial paper — 1,500 1,500 Corporate debt securities — 2,269 2,269 Total cash equivalents 5,404 3,769 9,173 Short-term investments: Corporate commercial paper — 6,245 6,245 Treasury bonds — 1,007 1,007 Corporate debt securities — 6,028 6,028 Total short-term investments — 13,280 13,280 Restricted cash equivalents—money market fund 250 — 250 Total assets measured at fair value $ 5,654 $ 17,049 $ 22,703 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 4. Goodwill and Intangible Assets Goodwill relates to the 2011 acquisition of MPC Data, Ltd. (renamed BSQUARE EMEA in 2015), a United Kingdom based provider of embedded software engineering services. The excess of the acquisition consideration over the fair value of net assets acquired was recorded as goodwill. We operate as a single reporting unit, and BSQUARE EMEA falls within that reporting unit. There were no changes in the carrying amount of goodwill during the three and nine months ended September 30, 2016. Intangible assets relate to customer relationships acquired from TestQuest Inc. in 2008 and from the acquisition of MPC in 2011, the vast majority of which relates to the MPC acquisition. Information regarding our intangible assets is as follows (in thousands): September 30, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Value Customer relationships $ 1,275 $ (782 ) $ 493 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Value Customer relationships $ 1,275 $ (681 ) $ 594 Amortization expense was $33,000 and $101,000 for the three and nine months ended September 30, 2016, respectively, and $33,000 and $101,000 for the three and nine months ended September 30, 2015, respectively. Amortization in future periods is expected to be as follows (in thousands): Remainder of 2016 $ 30 2017 98 2018 98 2019 98 2020 98 2021 71 Total $ 493 |
Credit Agreement
Credit Agreement | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Credit Agreement | 5. Credit Agreement Line of Credit On September 22, 2015, we entered into a two-year unsecured line of credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. (the “Bank”) in the principal amount of up to $12 million. At our election, advances under the Credit Agreement shall bear interest at either (1) a rate per annum equal to 1.5% below the bank’s applicable prime rate or (2) 1.5% above the Bank’s applicable LIBOR rate, in each case as defined in the Credit Agreement. The Credit Agreement contains customary affirmative and negative covenants, including compliance with financial ratios and metrics, as well as limitations on our ability to pay distributions or dividends while there is an ongoing event of default or to the extent such distribution causes an event of default. We are required to maintain certain minimum interest coverage ratios, liquidity levels and asset coverage ratios as defined in the Credit Agreement. We were in compliance with all such covenants as of September 30, 2016. On September 29, 2016, the Credit Agreement was modified to extend the final due date an additional year to September 22, 2018. There were no amounts outstanding under the Credit Agreement as of September 30, 2016 or December 31, 2015. In September 2016 we entered into a new letter of credit agreement for $250,000 secured by the Credit Agreement in connection with the lease of our corporate headquarters. Accordingly, the principal amount available under the Credit Agreement has been reduced from $12 million to $11.75 million. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Shareholders' Equity | 6. Shareholders’ Equity Equity Compensation Plans We have a stock plan (the “Stock Plan”) and an inducement stock plan for newly hired employees (the “Inducement Plan”) (collectively, the “Plans”). Under the Plans, stock options to purchase shares of our common stock may be granted with a fixed exercise price that is equal to the fair market value of our common stock on the date of grant. These options have a term of up to 10 years and vest over a predetermined period, generally four years. Incentive stock options granted under the Stock Plan may only be granted to our employees. The Plans also allow for awards of non-qualified stock options, stock appreciation rights, RSAs and unrestricted stock awards, and RSUs. Expense is recorded for performance options over the requisite service periods when achievement of related performance targets are considered to be probable. Stock-Based Compensation The estimated fair value of stock-based awards is recognized as compensation expense over the vesting period of the award, net of estimated forfeitures. We estimate forfeitures based on historical experience and expected future activity. The fair value of RSUs is determined based on the number of shares granted and the quoted price of our common stock on the date of grant. The fair value of stock option awards is estimated at the grant date based on the fair value of each vesting tranche as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model. The BSM model requires various highly judgmental assumptions including expected volatility and option life. If any of the assumptions used in the BSM model change significantly, stock-based compensation expense may differ materially in the future from that recorded in the current period. The fair values of our stock option grants were estimated with the following weighted average assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Dividend yield 0 % 0 % 0 % 0 % Expected life 3.3 years 3.3 years 3.4 years 3.3 years Expected volatility 55 % 53 % 55 % 52 % Risk-free interest rate 1.0 % 1.3 % 1.1 % 1.2 % The impact on our results of operations from stock-based compensation expense was as follows (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Cost of revenue — service $ (4 ) $ 133 $ 169 $ 351 Selling, general and administrative 262 298 618 616 Research and development 22 23 121 55 Total stock-based compensation expense $ 280 $ 454 $ 908 $ 1,022 Per diluted share $ 0.02 $ 0.04 $ 0.07 $ 0.08 Stock Option Activity The following table summarizes stock option activity under the Plans for the nine-month period ended September 30, 2016: Stock Options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Balance at January 1, 2016 1,778,697 $ 4.43 Granted 307,700 5.48 Exercised (273,320 ) 3.19 Forfeited (380,472 ) 5.31 Expired (51,367 ) 6.13 Balance at September 30, 2016 1,381,238 $ 4.61 7.31 $ 1,176,876 Vested and expected to vest at September 30, 2016 1,305,619 $ 4.55 7.21 $ 1,165,259 Exercisable at September 30, 2016 773,084 $ 4.02 6.24 $ 948,542 At September 30, 2016, total compensation cost related to stock options granted but not yet recognized was $731,527, net of estimated forfeitures. This cost will be amortized on the straight-line method over a weighted-average period of approximately 1.32 years. The following table summarizes certain information about stock options: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Weighted-average grant-date fair value of option grants for the period $ 2.53 $ 3.16 $ 2.83 $ 3.10 Options in-the-money at period end 766,101 1,762,893 766,101 1,762,893 Aggregate intrinsic value of options exercised $ 226,430 $ 265,641 $ 568,516 $ 616,417 The aggregate intrinsic value represents the difference between the exercise price of the underlying options and the quoted price of our common stock for the number of options that were in-the-money at period end or that were exercised during the period. We issue new shares of common stock upon exercise of stock options. Restricted Stock Unit Activity The following table summarizes RSU activity for the nine-month period ended September 30, 2016: Number of Shares Weighted Average Grant Date Fair Value Unvested at January 1, 2016 104,463 $ 5.97 Granted 54,870 5.65 Vested (56,081 ) 5.94 Forfeited (15,969 ) 5.77 Unvested at September 30, 2016 87,283 $ 5.83 Expected to vest after September 30, 2016 78,781 $ 5.81 At September 30, 2016, total compensation cost related to RSUs granted but not yet recognized was $268,388, net of estimated forfeitures. This cost will be amortized on the straight-line method over a period of approximately 1.02 years. Common Stock Reserved for Future Issuance The following table summarizes our shares of common stock reserved for future issuance under the Plans as of September 30, 2016: Stock options outstanding 1,381,238 RSUs outstanding 87,283 Stock awards available for future grant 1,105,715 Common stock reserved for future issuance 2,574,236 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Lease and rent obligations Our commitments include obligations outstanding under operating leases, which expire through 2020. We have lease commitments for office space in Bellevue, Washington; San Diego, California; Boston, Massachusetts; Taipei, Taiwan; Tokyo, Japan; and Trowbridge, UK. We also lease office space on a month-to-month basis in Akron, Ohio. In August 2013, we amended the lease agreement for our Bellevue, Washington headquarters, which was initially scheduled to expire in August 2014, and extended the lease term to May 2020. The amendment to the headquarters lease provided that no cash lease payments were to be made for a seven-month period from June 1, 2013 to December 31, 2013. In conjunction with the amended lease agreement, the landlord provided lease incentives totaling $1,128,000 for leasehold improvements and furniture related to new space in the same building, which were capitalized and are reflected in the deferred rent liability. We are amortizing these assets over the shorter of their economic life or the lease term. Rent expense was $262,000 and $781,000 for the three and nine months ended September 30, 2016, respectively, and $268,000 and $789,000 for the three and nine months ended September 30, 2015, respectively. As of December 31, 2015, we had $250,000 pledged as collateral for a bank letter of credit under the terms of our headquarters facility lease. The pledged cash supporting the outstanding letter of credit was classified as restricted cash at December 31, 2015. In September 2016 the restriction on this cash was removed as we entered into a new letter of credit secured by our Credit Agreement with the Bank. Future operating lease commitments are as follows by calendar year (in thousands): Remainder of 2016 $ 330 2017 1,185 2018 1,094 2019 1,038 2020 436 Total commitments $ 4,083 Loss Contingencies From time to time, we are subject to legal proceedings, claims, and litigation arising in the ordinary course of business including tax assessments. We defend ourselves vigorously against any such claims. When (i) it is probable that an asset has been impaired or a liability has been incurred and (ii) the amount of the loss can be reasonably estimated, we record the estimated loss. We provide disclosure in the notes to the consolidated financial statements for loss contingencies that do not meet both of these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the financial statements. Significant judgment is required to determine the probability that a liability has been incurred and whether such liability is reasonably estimable. We base accruals made on the best information available at the time which can be highly subjective. The final outcome of these matters could vary significantly from the amounts included in the accompanying consolidated financial statements. A third-party software vendor invoiced us a total of $934,000 for certain licensed software that was lost in transit by a common carrier during the second quarter of 2014. We accrued a liability of $100,000 in the second quarter of 2014 as an estimate of our potential liability for legal and insurance deductible expenses. During the first quarter of 2015, the vendor credited our account for the full $934,000 as the licenses had been deactivated and there was no indication of counterfeit use. Accordingly, we reversed approximately $85,000 of the accrual after payment of legal expenses in the first quarter of 2015. Volume Pricing Agreements In conjunction with our activities under our OEM Distribution Agreements (“ODAs”) with Microsoft Corporation (“Microsoft”), as further described in Note 9, we have entered into OEM Volume Royalty Pricing (“OVRP”) commitments with Microsoft. Under these OVRPs, we are provided with volume pricing on a customer-by-customer basis assuming certain minimum unit volumes are met. The OVRP terms are 12 months. In the event we do not meet the committed minimum unit volumes, we are obligated to pay the difference between the committed per-unit volume rate and the actual per-unit rate we achieved based upon actual units purchased. The OVRP arrangements do not equate to a minimum purchase commitment, but rather, the arrangements are a volume pricing arrangement based upon actual volume purchased. In substantially all significant instances, we have reciprocal agreements with our customers such that we will receive per-unit price adjustments, similar to the amounts we would subsequently owe to Microsoft if such OVRP volumes are not met. However, in the event a customer is unwilling or unable to pay us, we would be negatively impacted. Based upon the credit-worthiness of our customers, our historical OVRP experience with our customers and OVRP arrangements in general, we do not believe we will incur any material liability relating to active agreements, and, therefore, no provision or reserve has been recorded as of September 30, 2016 or December 31, 2015. In late 2015, Microsoft implemented significant pricing changes for its embedded products, including ending its design registration pricing discounts and its OVRP and changing the aggregate volume price structure and product royalties for existing embedded Windows products effective January 1, 2016. In December 2015, we renewed the majority of our Microsoft licensing customer agreements for 2016 retaining 2015 pricing. As a result, the price changes implemented by Microsoft may not have a significant impact until 2017. |
Information about Geographic Ar
Information about Geographic Areas and Operating Segments | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Information about Geographic Areas and Operating Segments | 8. Information about Geographic Areas and Operating Segments Our chief operating decision-makers (i.e., our Chief Executive Officer and certain direct reports) review financial information presented on a consolidated basis, accompanied by disaggregated information for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable by our chief operating decision-makers, or anyone else, for operations, operating results, or planning for levels or components below the consolidated unit level. We operate within a single industry segment of computer software and services. We have two major product lines, software and professional engineering services, each of which we consider to be an operating and reportable segment. Software includes third-party software and proprietary software sales, and professional engineering services includes consulting, programming and software implementation revenue. We do not allocate costs other than direct cost of goods sold to the segments or produce segment income statements. We do not produce asset information by reportable segment and it is not presented here. Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Software Revenue $ 19,216 $ 21,215 $ 58,118 $ 66,679 Cost of revenue 15,281 17,698 47,901 54,732 Gross profit 3,935 3,517 10,217 11,947 Professional Engineering Services Revenue 3,251 5,220 12,526 14,894 Cost of revenue 3,509 3,864 10,877 11,287 Gross profit (loss) (258 ) 1,356 1,649 3,607 Total gross profit 3,677 4,873 11,866 15,554 Operating expenses 4,092 3,486 11,717 10,420 Other income, net 128 32 204 124 Income tax benefit (expense) 181 (174 ) (144 ) (305 ) Net income (loss) $ (106 ) $ 1,245 $ 209 $ 4,953 Revenue by geography is based on the sales region of the customer. The following table sets forth revenue and long-lived assets by geographic area (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Total revenue: North America $ 20,917 $ 23,654 $ 66,275 $ 74,415 Asia 1,018 1,055 1,847 3,043 Europe 532 1,726 2,522 4,115 Total revenue $ 22,467 $ 26,435 $ 70,644 $ 81,573 September 30, 2016 December 31, 2015 Long-lived assets: North America $ 981 $ 1,353 Asia 264 247 Europe 4,266 4,345 Total long-lived assets $ 5,511 $ 5,945 |
Significant Risk Concentrations
Significant Risk Concentrations | 9 Months Ended |
Sep. 30, 2016 | |
Risks And Uncertainties [Abstract] | |
Significant Risk Concentrations | 9. Significant Risk Concentrations Significant Customer One customer, Honeywell International, Inc. and affiliated entities (“Honeywell”), accounted for $1.5 million, or 7%, and $9.2 million, or 13%, of total revenue for the three and nine months ended September 30, 2016, respectively. Honeywell accounted for $2.8 million, or 11%, and $13.5 million, or 17%, of total revenue for the three and nine months ended September 30, 2015, respectively. No other customers accounted for more than 10% of our revenue for any of the periods noted above. Honeywell had total accounts receivable balances of $6.8 million, or approximately 34% of total accounts receivable, at September 30, 2016 and $6.1 million, or 32% of total accounts receivable, at December 31, 2015. No other customers had accounts receivable balances that were 10% or more of the total accounts receivable at September 30, 2016 or December 31, 2015. Significant Supplier We have two ODAs with Microsoft which enable us to sell Microsoft Windows Embedded operating systems to our customers in the United States, Canada, Argentina, Brazil, Chile, Columbia, Mexico, Peru, Puerto Rico, the Caribbean, the European Union, the European Free Trade Association, Turkey and Africa, which expire on June 30, 2017. We also have four ODAs with Microsoft which allow us to sell Microsoft Windows Mobile operating systems in the Americas (excluding Cuba), Japan, Taiwan, Europe, the Middle East, and Africa, which also expire on June 30, 2017. Software sales under these agreements constitute a significant portion of our software revenue and total revenue. These agreements are typically renewed bi-annually, annually or semi-annually; however, there is no automatic renewal provision in any of these agreements. Further, these agreements can be terminated unilaterally by Microsoft at any time. Microsoft currently offers a rebate program to sell Microsoft Windows Embedded operating systems pursuant to which we earn money for achieving certain predefined objectives. Under this rebate program, we recognized $78,000 and $287,000 during the three and nine months ended September 30, 2016, respectively, compared to $91,000 and $257,000 during the three and nine months ended September 30, 2015, respectively. These rebates were treated as reductions in cost of sales. Additionally, during the three and nine months ended September 30, 2016, we qualified for $181,000 and $670,000, respectively, in rebate credits, compared to $212,000 and $599,000 for the three and nine months ended September 30, 2015, respectively. These are accounted for as reductions in marketing expense if and when qualified program expenditures are made. Microsoft has implemented significant pricing changes for its embedded products, including ending its design registration pricing discounts, its OVRP and changing the aggregate volume price structure and product royalties for existing embedded Windows products effective January 1, 2016. In December 2015 we renewed the majority of our Microsoft licensing customer agreements for 2016 retaining 2015 pricing. As a result, the price changes implemented by Microsoft may not have a significant impact until 2017. |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring And Related Activities [Abstract] | |
Restructuring | 10. Restructuring On July 28, 2016, our board of directors approved a restructuring plan that included a workforce reduction in our professional engineering services group. The workforce reduction impacted 33 personnel, comprised of both employees and consultants, representing approximately 17% of our pre-reduction headcount, and is intended to reduce expenses and to better align our organizational structure with our increasing strategic focus on our DataV software and services. We incurred pre-tax restructuring charges of approximately $807,000 in the third quarter of 2016, representing one-time cash employee termination benefits including severance, accrued paid-time off and other employment obligations. The restructuring costs have been included in the results of operations for the three months ended September 30, 2016 with $17,000 included in selling, general and administrative expenses and $790,000 in cost of service revenue. We paid $619,000 of the $807,000 during the third quarter of 2016, and the remaining $188,000 is included in accrued compensation at September 30, 2016. We anticipate incurring an additional $192,000 of restructuring charges in the fourth quarter of 2016. The staff reductions from this restructuring were completed in October 2016. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of BSQUARE Corporation (“BSQUARE”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting and include the accounts of BSQUARE and our wholly owned subsidiaries. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In our opinion, the unaudited condensed consolidated financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly our financial position as of September 30, 2016, our operating results for the three and nine months ended September 30, 2016 and 2015 and our cash flows for the nine months ended September 30, 2016 and 2015. The accompanying financial information as of December 31, 2015 is derived from audited financial statements. Preparing financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Examples include provisions for bad debts and income taxes, estimates of progress on professional engineering service arrangements and bonus accruals. Actual results may differ from these estimates. Interim results are not necessarily indicative of results for a full year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2015. All intercompany balances have been eliminated. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The guidance, as amended, is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted for public companies effective for annual and interim reporting periods beginning after December 15, 2016. We are currently evaluating the impact this ASU will have on our consolidated financial statements and related disclosures. In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes,” to simplify the presentation of deferred income taxes. The amendments in this ASU require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this ASU apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this ASU. We adopted the new guidance retrospectively beginning with the year ended December 31, 2014, and applied such guidance consistently beginning with the year ended December 31, 2015. In February 2016, the FASB issued ASU No. 2016-2, “Leases,” to make leasing activities more transparent and comparable, requiring most leases be recognized by lessees on their balance sheets as right-of-use assets, along with corresponding lease liabilities. ASU 2016-2 is effective for public business entities for annual periods beginning after December 31, 2018 and interim periods within that year, with early adoption permitted. We are currently evaluating the impact this ASU may have on our consolidated financial statements and related disclosures. In March 2016, the FASB amended the existing accounting standards for stock-based compensation, ASU 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” The amendments impact several aspects of accounting for share-based payment transactions, including income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. We are required to adopt the amendments in the first quarter of 2017, with early adoption permitted. If early adoption is elected, all amendments must be adopted in the same period. The manner of application varies by the various provisions of the guidance, with certain provisions applied on a retrospective or modified retrospective approach, while others are applied prospectively. We are currently evaluating the impact this ASU may have on our consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” adding or clarifying guidance on the classification of certain cash receipts and payments in the statement of cash flows. The standard addresses eight specific cash flow issues with the objective of reducing diversity in practice. ASU 2016-15 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted. We are currently evaluating the impact this ASU may have on our consolidated financial statements and related disclosures. |
Income (Loss) Per Share | Income (Loss) Per Share Basic income (loss) per share is computed using the weighted average number of common shares outstanding during the period, and excludes any dilutive effects of common stock equivalent shares, such as options, restricted stock awards and restricted stock units. Restricted stock awards (“RSAs”) are considered outstanding and included in the computation of basic income or loss per share when underlying restrictions expire and the awards are no longer forfeitable. Restricted stock units (“RSUs”) are considered outstanding and included in the computation of basic income or loss per share only when vested. Diluted income (loss) per share is computed using the weighted average number of common shares outstanding and common stock equivalent shares outstanding during the period using the treasury stock method. Common stock equivalent shares are excluded from the computation if their effect is anti-dilutive. We excluded an aggregate of 1,545,512 and 627,778 options for the three and nine months ended September 30, 2016, respectively, from diluted income (loss) per share because their effect was anti-dilutive. For the three months ended September 30, 2016, this included common stock equivalent shares of 952,858 calculated using the treasury stock method that would have been included in diluted income (loss) per share had we been in a net income position. In a period where we are in a loss position, diluted loss per share is computed using the basic share count. We excluded an aggregate of 282,276 and 201,091 options for the three and nine months ended September 30, 2015, respectively, from diluted income per share because their effect was anti-dilutive. |
Cash, Cash Equivalents and In17
Cash, Cash Equivalents and Investments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Cash And Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Short-Term Investments | Cash, cash equivalents and short-term investments consisted of the following (in thousands): September 30, 2016 December 31, 2015 Cash $ 11,470 $ 7,270 Cash equivalents: Money market funds 876 1,500 Corporate commercial paper — 5,404 Corporate debt securities — 2,269 Total cash equivalents 876 9,173 Total cash and cash equivalents 12,346 16,443 Short-term investments: Corporate commercial paper 13,701 6,245 Treasury bonds — 1,007 Corporate debt securities 5,530 6,028 Total short-term investments 19,231 13,280 Restricted cash equivalents—money market fund — 250 Total cash, cash equivalents and short-term investments $ 31,577 $ 29,973 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015 are summarized below (in thousands): September 30, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Direct or Indirect Observable Inputs (Level 2) Total Assets Cash equivalents: Money market funds $ 876 $ — $ 876 Total cash equivalents 876 — 876 Short-term investments: Corporate commercial paper — 13,701 13,701 Corporate debt securities — 5,530 5,530 Total short-term investments — 19,231 19,231 Total assets measured at fair value $ 876 $ 19,231 $ 20,107 December 31, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Direct or Indirect Observable Inputs (Level 2) Total Assets Cash equivalents: Money market funds $ 5,404 $ — $ 5,404 Corporate commercial paper — 1,500 1,500 Corporate debt securities — 2,269 2,269 Total cash equivalents 5,404 3,769 9,173 Short-term investments: Corporate commercial paper — 6,245 6,245 Treasury bonds — 1,007 1,007 Corporate debt securities — 6,028 6,028 Total short-term investments — 13,280 13,280 Restricted cash equivalents—money market fund 250 — 250 Total assets measured at fair value $ 5,654 $ 17,049 $ 22,703 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Information Regarding Intangible Assets | Information regarding our intangible assets is as follows (in thousands): September 30, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Value Customer relationships $ 1,275 $ (782 ) $ 493 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Value Customer relationships $ 1,275 $ (681 ) $ 594 |
Expected Amortization Expense for Future Period | Amortization in future periods is expected to be as follows (in thousands): Remainder of 2016 $ 30 2017 98 2018 98 2019 98 2020 98 2021 71 Total $ 493 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Fair Values of Stock Option Grants Estimated with Weighted Average Assumptions | The fair values of our stock option grants were estimated with the following weighted average assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Dividend yield 0 % 0 % 0 % 0 % Expected life 3.3 years 3.3 years 3.4 years 3.3 years Expected volatility 55 % 53 % 55 % 52 % Risk-free interest rate 1.0 % 1.3 % 1.1 % 1.2 % |
Stock-Based Compensation Expense | The impact on our results of operations from stock-based compensation expense was as follows (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Cost of revenue — service $ (4 ) $ 133 $ 169 $ 351 Selling, general and administrative 262 298 618 616 Research and development 22 23 121 55 Total stock-based compensation expense $ 280 $ 454 $ 908 $ 1,022 Per diluted share $ 0.02 $ 0.04 $ 0.07 $ 0.08 |
Summary of Stock Option Activity | The following table summarizes stock option activity under the Plans for the nine-month period ended September 30, 2016: Stock Options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Balance at January 1, 2016 1,778,697 $ 4.43 Granted 307,700 5.48 Exercised (273,320 ) 3.19 Forfeited (380,472 ) 5.31 Expired (51,367 ) 6.13 Balance at September 30, 2016 1,381,238 $ 4.61 7.31 $ 1,176,876 Vested and expected to vest at September 30, 2016 1,305,619 $ 4.55 7.21 $ 1,165,259 Exercisable at September 30, 2016 773,084 $ 4.02 6.24 $ 948,542 |
Summary of Certain Information about Stock Options | The following table summarizes certain information about stock options: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Weighted-average grant-date fair value of option grants for the period $ 2.53 $ 3.16 $ 2.83 $ 3.10 Options in-the-money at period end 766,101 1,762,893 766,101 1,762,893 Aggregate intrinsic value of options exercised $ 226,430 $ 265,641 $ 568,516 $ 616,417 |
Summary of Restricted Stock Unit Activity | The following table summarizes RSU activity for the nine-month period ended September 30, 2016: Number of Shares Weighted Average Grant Date Fair Value Unvested at January 1, 2016 104,463 $ 5.97 Granted 54,870 5.65 Vested (56,081 ) 5.94 Forfeited (15,969 ) 5.77 Unvested at September 30, 2016 87,283 $ 5.83 Expected to vest after September 30, 2016 78,781 $ 5.81 |
Summary of Shares of Common Stock Reserved for Future Issuance under Plans | The following table summarizes our shares of common stock reserved for future issuance under the Plans as of September 30, 2016: Stock options outstanding 1,381,238 RSUs outstanding 87,283 Stock awards available for future grant 1,105,715 Common stock reserved for future issuance 2,574,236 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Operating Lease Commitments | Future operating lease commitments are as follows by calendar year (in thousands): Remainder of 2016 $ 330 2017 1,185 2018 1,094 2019 1,038 2020 436 Total commitments $ 4,083 |
Information about Geographic 22
Information about Geographic Areas and Operating Segments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Summarized Financial Information of Operating and Reportable Segment | Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Software Revenue $ 19,216 $ 21,215 $ 58,118 $ 66,679 Cost of revenue 15,281 17,698 47,901 54,732 Gross profit 3,935 3,517 10,217 11,947 Professional Engineering Services Revenue 3,251 5,220 12,526 14,894 Cost of revenue 3,509 3,864 10,877 11,287 Gross profit (loss) (258 ) 1,356 1,649 3,607 Total gross profit 3,677 4,873 11,866 15,554 Operating expenses 4,092 3,486 11,717 10,420 Other income, net 128 32 204 124 Income tax benefit (expense) 181 (174 ) (144 ) (305 ) Net income (loss) $ (106 ) $ 1,245 $ 209 $ 4,953 |
Revenue and Long-Lived Assets by Geographic Area | Revenue by geography is based on the sales region of the customer. The following table sets forth revenue and long-lived assets by geographic area (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Total revenue: North America $ 20,917 $ 23,654 $ 66,275 $ 74,415 Asia 1,018 1,055 1,847 3,043 Europe 532 1,726 2,522 4,115 Total revenue $ 22,467 $ 26,435 $ 70,644 $ 81,573 September 30, 2016 December 31, 2015 Long-lived assets: North America $ 981 $ 1,353 Asia 264 247 Europe 4,266 4,345 Total long-lived assets $ 5,511 $ 5,945 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies - Additional Information (Detail) - Options [Member] - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Summary Of Accounting Policies [Line Items] | ||||
Shares excluded from computations of diluted income (loss) per share | 1,545,512 | 282,276 | 627,778 | 201,091 |
Dilutive effect of common stock equivalent shares using treasury stock method | 952,858 |
Cash, Cash Equivalents and In24
Cash, Cash Equivalents and Investments - Cash, Cash Equivalents and Short-Term Investments (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Investment Holdings [Line Items] | ||||
Cash | $ 11,470 | $ 7,270 | ||
Cash equivalents: | ||||
Total cash equivalents | 876 | 9,173 | ||
Total cash and cash equivalents | 12,346 | 16,443 | $ 13,385 | $ 13,127 |
Short-term investments: | ||||
Total short-term investments | 19,231 | 13,280 | ||
Restricted cash equivalents—money market fund | 250 | |||
Total cash, cash equivalents and short-term investments | 31,577 | 29,973 | ||
Corporate commercial paper [Member] | ||||
Cash equivalents: | ||||
Total cash equivalents | 5,404 | |||
Short-term investments: | ||||
Total short-term investments | 13,701 | 6,245 | ||
Corporate debt securities [Member] | ||||
Cash equivalents: | ||||
Total cash equivalents | 2,269 | |||
Short-term investments: | ||||
Total short-term investments | 5,530 | 6,028 | ||
Treasury bonds [Member] | ||||
Short-term investments: | ||||
Total short-term investments | 1,007 | |||
Money market funds [Member] | ||||
Cash equivalents: | ||||
Total cash equivalents | $ 876 | $ 1,500 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Short-term investments: | ||
Total short-term investments | $ 19,231 | $ 13,280 |
Restricted cash equivalents—money market fund | 250 | |
Recurring basis [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 876 | 9,173 |
Short-term investments: | ||
Total short-term investments | 19,231 | 13,280 |
Restricted cash equivalents—money market fund | 250 | |
Total assets measured at fair value | 20,107 | 22,703 |
Corporate commercial paper [Member] | ||
Short-term investments: | ||
Total short-term investments | 13,701 | 6,245 |
Corporate commercial paper [Member] | Recurring basis [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 1,500 | |
Short-term investments: | ||
Total short-term investments | 13,701 | 6,245 |
Corporate debt securities [Member] | ||
Short-term investments: | ||
Total short-term investments | 5,530 | 6,028 |
Corporate debt securities [Member] | Recurring basis [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 2,269 | |
Short-term investments: | ||
Total short-term investments | 5,530 | 6,028 |
Treasury bonds [Member] | ||
Short-term investments: | ||
Total short-term investments | 1,007 | |
Treasury bonds [Member] | Recurring basis [Member] | ||
Short-term investments: | ||
Total short-term investments | 1,007 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Recurring basis [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 876 | 5,404 |
Short-term investments: | ||
Restricted cash equivalents—money market fund | 250 | |
Total assets measured at fair value | 876 | 5,654 |
Direct or Indirect Observable Inputs (Level 2) [Member] | Recurring basis [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 3,769 | |
Short-term investments: | ||
Total short-term investments | 19,231 | 13,280 |
Total assets measured at fair value | 19,231 | 17,049 |
Direct or Indirect Observable Inputs (Level 2) [Member] | Corporate commercial paper [Member] | Recurring basis [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 1,500 | |
Short-term investments: | ||
Total short-term investments | 13,701 | 6,245 |
Direct or Indirect Observable Inputs (Level 2) [Member] | Corporate debt securities [Member] | Recurring basis [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 2,269 | |
Short-term investments: | ||
Total short-term investments | 5,530 | 6,028 |
Direct or Indirect Observable Inputs (Level 2) [Member] | Treasury bonds [Member] | Recurring basis [Member] | ||
Short-term investments: | ||
Total short-term investments | 1,007 | |
Money market funds [Member] | Recurring basis [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 876 | 5,404 |
Money market funds [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Recurring basis [Member] | ||
Cash equivalents: | ||
Total cash equivalents | $ 876 | $ 5,404 |
Goodwill and Intangible Asset26
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Change in carrying amount of goodwill | $ 0 | $ 0 | ||
Amortization expense | $ 33,000 | $ 33,000 | $ 101,000 | $ 101,000 |
Goodwill and Intangible Asset27
Goodwill and Intangible Assets - Information Regarding Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Net Carrying Value | $ 493 | $ 594 |
Customer relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,275 | 1,275 |
Accumulated Amortization | (782) | (681) |
Net Carrying Value | $ 493 | $ 594 |
Goodwill and Intangible Asset28
Goodwill and Intangible Assets - Expected Amortization Expense for Future Period (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Remainder of 2016 | $ 30 | |
2,017 | 98 | |
2,018 | 98 | |
2,019 | 98 | |
2,020 | 98 | |
2,021 | 71 | |
Net Carrying Value | $ 493 | $ 594 |
Credit Agreement - Additional I
Credit Agreement - Additional Information (Detail) - Credit Agreement [Member] - USD ($) | Sep. 29, 2016 | Sep. 22, 2015 | Sep. 30, 2016 | Dec. 31, 2015 |
Line Of Credit Facility [Line Items] | ||||
Letter of credit, agreement amount | $ 250,000 | |||
Unsecured Line of Credit Agreement [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Line of credit, interest rate description | The Credit Agreement shall bear interest at either (1) a rate per annum equal to 1.5% below the bank’s applicable prime rate or (2) 1.5% above the Bank’s applicable LIBOR rate, in each case as defined in the Credit Agreement. | |||
Line of credit, final due date | Sep. 22, 2018 | |||
Line of credit, amount outstanding | $ 0 | $ 0 | ||
Unsecured Line of Credit Agreement [Member] | Prime Rate [Member] | Minimum [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Line of credit, interest rate, basis spread on variable rate | 1.50% | |||
Unsecured Line of Credit Agreement [Member] | LIBOR Rate [Member] | Maximum [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Line of credit, interest rate, basis spread on variable rate | 1.50% | |||
Unsecured Line of Credit Agreement [Member] | JPMorgan Chase Bank, N.A. [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Line of credit, term | 2 years | |||
Line of credit, maximum borrowing capacity | $ 12,000,000 | $ 11,750,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation cost related to stock options granted but not yet recognized, net of estimated forfeitures | $ 731,527 |
Amortization cost, weighted-average period | 1 year 3 months 26 days |
Employee Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Term of stock options granted | 10 years |
Vesting of options granted | 4 years |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Amortization cost, weighted-average period | 1 year 7 days |
Compensation cost related to restricted stock units granted but not yet recognized, net of estimated forfeitures | $ 268,388 |
Shareholders' Equity - Fair Val
Shareholders' Equity - Fair Values of Stock Option Grants Estimated with Weighted Average Assumptions (Detail) - Employee Stock Option [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Expected life | 3 years 3 months 18 days | 3 years 3 months 18 days | 3 years 4 months 24 days | 3 years 3 months 18 days |
Expected volatility | 55.00% | 53.00% | 55.00% | 52.00% |
Risk-free interest rate | 1.00% | 1.30% | 1.10% | 1.20% |
Shareholders' Equity - Stock-Ba
Shareholders' Equity - Stock-Based Compensation Expense (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 280 | $ 454 | $ 908 | $ 1,022 |
Per diluted share | $ 0.02 | $ 0.04 | $ 0.07 | $ 0.08 |
Cost of revenue-service [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ (4) | $ 133 | $ 169 | $ 351 |
Selling, general and administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 262 | 298 | 618 | 616 |
Research and development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 22 | $ 23 | $ 121 | $ 55 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Stock Option Activity (Detail) | 9 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Roll Forward | |
Number of Shares, Beginning Balance | shares | 1,778,697 |
Granted, Number of Shares | shares | 307,700 |
Exercised, Number of Shares | shares | (273,320) |
Forfeited, Number of Shares | shares | (380,472) |
Expired, Number of Shares | shares | (51,367) |
Number of Shares, Ending Balance | shares | 1,381,238 |
Vested and expected to vest, Number of Shares, Ending Balance | shares | 1,305,619 |
Exercisable, Number of Shares, Ending Balance | shares | 773,084 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 4.43 |
Granted, Weighted Average Exercise Price | $ / shares | 5.48 |
Exercised, Weighted Average Exercise Price | $ / shares | 3.19 |
Forfeited, Weighted Average Exercise Price | $ / shares | 5.31 |
Expired, Weighted Average Exercise Price | $ / shares | 6.13 |
Weighted Average Exercise Price, Ending Balance | $ / shares | 4.61 |
Vested and expected to vest, Weighted Average Exercise Price, Ending Balance | $ / shares | 4.55 |
Exercisable, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 4.02 |
Weighted Average Remaining Contractual Life (in years) | 7 years 3 months 22 days |
Vested and expected to vest, Weighted Average Remaining Contractual Life (in years) | 7 years 2 months 16 days |
Exercisable, Weighted Average Remaining Contractual Life (in years) | 6 years 2 months 27 days |
Aggregate Intrinsic Value | $ | $ 1,176,876 |
Vested and expected to vest, Aggregate Intrinsic Value | $ | 1,165,259 |
Exercisable, Aggregate Intrinsic Value | $ | $ 948,542 |
Shareholders' Equity - Summar34
Shareholders' Equity - Summary of Certain Information about Stock Options (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Weighted-average grant-date fair value of option grants for the period | $ 2.53 | $ 3.16 | $ 2.83 | $ 3.10 |
Options in-the-money at period end | 766,101 | 1,762,893 | 766,101 | 1,762,893 |
Aggregate intrinsic value of options exercised | $ 226,430 | $ 265,641 | $ 568,516 | $ 616,417 |
Shareholders' Equity - Summar35
Shareholders' Equity - Summary of Restricted Stock Unit Activity (Detail) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested, Number of Shares, Ending Balance | 87,283 |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested, Number of Shares, Beginning Balance | 104,463 |
Granted, Number of Shares | 54,870 |
Vested, Number of Shares | (56,081) |
Forfeited, Number of Shares | (15,969) |
Unvested, Number of Shares, Ending Balance | 87,283 |
Expected to vest, Number of Shares, Ending Balance | 78,781 |
Unvested, Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 5.97 |
Granted, Weighted Average Grant Date Fair Value | $ / shares | 5.65 |
Vested, Weighted Average Grant Date Fair Value | $ / shares | 5.94 |
Forfeited, Weighted Average Grant Date Fair Value | $ / shares | 5.77 |
Unvested, Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | 5.83 |
Expected to vest, Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 5.81 |
Shareholders' Equity - Summar36
Shareholders' Equity - Summary of Shares of Common Stock Reserved for Future Issuance under Plans (Detail) - shares | Sep. 30, 2016 | Dec. 31, 2015 |
Common Stock Number Of Shares Par Value And Other Disclosures [Abstract] | ||
Stock options outstanding | 1,381,238 | 1,778,697 |
RSUs outstanding | 87,283 | |
Stock awards available for future grant | 1,105,715 | |
Common stock reserved for future issuance | 2,574,236 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | |||||
Aug. 31, 2013 | Sep. 30, 2016 | Sep. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Other Commitments [Line Items] | |||||||||
Operating leases, expiration year | 2,020 | ||||||||
Rent expense | $ 262,000 | $ 268,000 | $ 781,000 | $ 789,000 | |||||
Restricted cash equivalents | $ 250,000 | ||||||||
Third party software vendor licensed lost | $ 934,000 | ||||||||
Accrued contingent liability | $ 0 | $ 100,000 | $ 0 | $ 0 | |||||
Loss contingency receivable | $ 934,000 | ||||||||
Payment of legal expenses | $ 85,000 | ||||||||
Volume pricing agreements period of OVRP | 12 months | ||||||||
Bellevue [Member] | Washington [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Expiration date of operating lease | 2014-08 | ||||||||
Extended expiration date of operating lease | 2020-05 | ||||||||
Cash lease payments made | $ 0 | ||||||||
Leasehold improvements and furniture provided by the landlord | $ 1,128,000 |
Commitments and Contingencies38
Commitments and Contingencies - Future Operating Lease Commitments (Detail) $ in Thousands | Sep. 30, 2016USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
Remainder of 2016 | $ 330 |
2,017 | 1,185 |
2,018 | 1,094 |
2,019 | 1,038 |
2,020 | 436 |
Total commitments | $ 4,083 |
Information about Geographic 39
Information about Geographic Areas and Operating Segments - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2016Segment | |
Segment Reporting [Abstract] | |
Number of reportable segment | 2 |
Number of operating segment | 2 |
Information about Geographic 40
Information about Geographic Areas and Operating Segments - Summarized Financial Information of Operating and Reportable Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 22,467 | $ 26,435 | $ 70,644 | $ 81,573 |
Cost of revenue | 18,790 | 21,562 | 58,778 | 66,019 |
Gross profit (loss) | 3,677 | 4,873 | 11,866 | 15,554 |
Operating expenses | 4,092 | 3,486 | 11,717 | 10,420 |
Other income, net | 128 | 32 | 204 | 124 |
Income tax benefit (expense) | 181 | (174) | (144) | (305) |
Net income (loss) | (106) | 1,245 | 209 | 4,953 |
Software [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 19,216 | 21,215 | 58,118 | 66,679 |
Cost of revenue | 15,281 | 17,698 | 47,901 | 54,732 |
Gross profit (loss) | 3,935 | 3,517 | 10,217 | 11,947 |
Professional Engineering Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 3,251 | 5,220 | 12,526 | 14,894 |
Cost of revenue | 3,509 | 3,864 | 10,877 | 11,287 |
Gross profit (loss) | $ (258) | $ 1,356 | $ 1,649 | $ 3,607 |
Information about Geographic 41
Information about Geographic Areas and Operating Segments - Revenue and Long-Lived Assets by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Total revenue: | |||||
Total revenue | $ 22,467 | $ 26,435 | $ 70,644 | $ 81,573 | |
Long-lived assets: | |||||
Total long-lived assets | 5,511 | 5,511 | $ 5,945 | ||
North America [Member] | |||||
Total revenue: | |||||
Total revenue | 20,917 | 23,654 | 66,275 | 74,415 | |
Long-lived assets: | |||||
Total long-lived assets | 981 | 981 | 1,353 | ||
Asia [Member] | |||||
Total revenue: | |||||
Total revenue | 1,018 | 1,055 | 1,847 | 3,043 | |
Long-lived assets: | |||||
Total long-lived assets | 264 | 264 | 247 | ||
Europe [Member] | |||||
Total revenue: | |||||
Total revenue | 532 | $ 1,726 | 2,522 | $ 4,115 | |
Long-lived assets: | |||||
Total long-lived assets | $ 4,266 | $ 4,266 | $ 4,345 |
Significant Risk Concentratio42
Significant Risk Concentrations - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016USD ($)Customer | Sep. 30, 2015USD ($)Customer | Sep. 30, 2016USD ($)CustomerAgreement | Sep. 30, 2015USD ($)Customer | Dec. 31, 2015USD ($)Customer | |
Concentration Risk [Line Items] | |||||
Total revenue | $ 22,467,000 | $ 26,435,000 | $ 70,644,000 | $ 81,573,000 | |
Accounts receivable | 19,808,000 | $ 19,808,000 | $ 19,009,000 | ||
Expiration date one of OEM Distribution agreements for embedded operating systems | Jun. 30, 2017 | ||||
Number of OEM Distribution agreements for embedded operating systems | Agreement | 2 | ||||
Expiration date of OEM Distribution agreements for mobile operating systems, non-EMEA | Jun. 30, 2017 | ||||
Number of OEM Distribution agreements for mobile operating systems | Agreement | 4 | ||||
Cost of revenue-service [Member] | |||||
Concentration Risk [Line Items] | |||||
Earnings under the rebate program | 78,000 | 91,000 | $ 287,000 | 257,000 | |
Reduction in marketing expense [Member] | |||||
Concentration Risk [Line Items] | |||||
Earnings under the rebate program | 181,000 | 212,000 | 670,000 | 599,000 | |
Honeywell International Inc and affiliated entities [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Total revenue | 1,500,000 | $ 2,800,000 | 9,200,000 | $ 13,500,000 | |
Honeywell International Inc and affiliated entities [Member] | Credit Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Accounts receivable | $ 6,800,000 | $ 6,800,000 | $ 6,100,000 | ||
Revenue [Member] | Honeywell International Inc and affiliated entities [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Number of customer account as major customer | Customer | 1 | 1 | 1 | 1 | |
Concentration risk, percentage | 7.00% | 11.00% | 13.00% | 17.00% | |
Revenue [Member] | Customer accounted for 10% or more [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Number of customer account as major customer | Customer | 0 | 0 | 0 | 0 | |
Accounts receivable [Member] | Honeywell International Inc and affiliated entities [Member] | Credit Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 34.00% | 32.00% | |||
Accounts receivable [Member] | Customer accounted for 10% or more [Member] | Credit Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Number of customer account as major customer | Customer | 0 | 0 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) | Jul. 28, 2016Employee | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) |
Restructuring costs and Reserve [Line Items] | ||||
Effective date of restructuring | Jul. 28, 2016 | |||
Number of employees impacted by workforce reduction | Employee | 33 | |||
Percentage of pre-reduction headcount impacted by workforce reduction | 17.00% | |||
Pre-tax restructuring charges | $ 807,000 | |||
Payments of restructuring charges | 619,000 | |||
Selling, general and administrative expenses [Member] | ||||
Restructuring costs and Reserve [Line Items] | ||||
Pre-tax restructuring charges | 17,000 | |||
Cost of service revenue [Member] | ||||
Restructuring costs and Reserve [Line Items] | ||||
Pre-tax restructuring charges | 790,000 | |||
Scenario, Forecast [Member] | ||||
Restructuring costs and Reserve [Line Items] | ||||
Pre-tax restructuring charges | $ 192,000 | |||
Accrued compensation [Member] | ||||
Restructuring costs and Reserve [Line Items] | ||||
Restructuring reserve | $ 188,000 | $ 188,000 |