Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 06, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | AIRG | ||
Entity Registrant Name | AIRGAIN, INC. | ||
Entity Central Index Key | 0001272842 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity File Number | 001-37851 | ||
Entity Tax Identification Number | 95-4523882 | ||
Entity Address, Address Line One | 3611 Valley Centre Drive | ||
Entity Address, Address Line Two | Suite 150 | ||
Entity Address, City or Town | San Diego | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92130 | ||
City Area Code | 760 | ||
Local Phone Number | 579-0200 | ||
Entity Common Stock, Shares Outstanding | 10,264,850 | ||
Entity Public Float | $ 83.5 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Incorporation, State or Country Code | DE | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | Certain sections of the Registrant’s definitive proxy statement for the 2023 annual meeting of stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after end of the fiscal year covered by this Form 10-K are incorporated by reference into Part III of this Form 10-K | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | San Diego, California | ||
Auditor Firm ID | 248 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 11,903 | $ 14,511 |
Trade accounts receivable, net | 8,741 | 10,757 |
Inventory | 4,226 | 8,949 |
Prepaid expenses and other current assets | 2,284 | 1,272 |
Total current assets | 27,154 | 35,489 |
Property and equipment, net | 2,765 | 2,698 |
Leased right-of-use assets | 2,217 | 2,777 |
Goodwill | 10,845 | 10,845 |
Intangible assets, net | 11,203 | 14,229 |
Other assets | 216 | 352 |
Total assets | 54,400 | 66,390 |
Current liabilities: | ||
Accounts payable | 6,507 | 5,474 |
Accrued compensation | 2,874 | 2,013 |
Accrued liabilities and other | 2,615 | 2,833 |
Short-term lease liabilities | 904 | 841 |
Deferred purchase price liabilities | 0 | 8,726 |
Total current liabilities | 12,900 | 19,887 |
Deferred tax liability | 139 | 109 |
Long-term lease liabilities | 1,536 | 2,221 |
Total liabilities | 14,575 | 22,217 |
Commitments and contingencies (note 16) | ||
Stockholders' equity: | ||
Common stock and additional paid-in capital, par value $0.0001, 200,000 shares authorized; 10,767 shares issued and 10,226 shares outstanding at December 31, 2022; and 10,638 shares issued and 10,097 shares outstanding at December 31, 2021 | 111,282 | 106,971 |
Treasury stock, at cost: 541 shares at December 31, 2022 and 2021 | (5,364) | (5,364) |
Accumulated deficit | (66,093) | (57,434) |
Total stockholders' equity | 39,825 | 44,173 |
Total liabilities and stockholders' equity | $ 54,400 | $ 66,390 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 10,767,000 | 10,638,000 |
Common stock, shares outstanding | 10,226,000 | 10,097,000 |
Treasury stock, shares at cost | 541,000 | 541,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Sales | $ 75,895 | $ 64,273 |
Cost of goods sold | 47,923 | 39,666 |
Gross profit | 27,972 | 24,607 |
Operating expenses: | ||
Research and development | 11,345 | 10,920 |
Sales and marketing | 11,174 | 10,209 |
General and administrative | 14,033 | 13,562 |
Change in fair value of contingent consideration | 0 | 2,040 |
Total operating expenses | 36,552 | 36,731 |
Loss from operations | (8,580) | (12,124) |
Other expense (Income): | ||
Interest income, net | (63) | (26) |
Other expense | 58 | 38 |
Total other (income) expense | (5) | 12 |
Loss before income taxes | (8,575) | (12,136) |
Provision (benefit) for income taxes | 84 | (2,049) |
Net loss | $ (8,659) | $ (10,087) |
Net income (loss) per share: | ||
Basic | $ (0.85) | $ (1.01) |
Diluted | $ (0.85) | $ (1.01) |
Weighted average shares used in calculating income (loss) per share | ||
Basic | 10,190 | 10,019 |
Diluted | 10,190 | 10,019 |
Statements of Comprehensive Inc
Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (8,659) | $ (10,087) |
Comprehensive loss | $ (8,659) | $ (10,087) |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common stock and additional paid-in capital | Treasury Stock | Accumulated Deficit |
Beginning balance at Dec. 31, 2020 | $ 47,742 | $ 100,356 | $ (5,267) | $ (47,347) |
Stock-based compensation | 4,049 | |||
Replacement awards issued in relation to acquisition | 40 | |||
Issuance of common stock, net | 2,526 | |||
Repurchases of common stock | (97) | |||
Net loss | (10,087) | (10,087) | ||
Ending balance at Dec. 31, 2021 | 44,173 | 106,971 | (5,364) | (57,434) |
Stock-based compensation | 4,083 | |||
Replacement awards issued in relation to acquisition | 0 | |||
Issuance of common stock, net | 228 | |||
Repurchases of common stock | 0 | |||
Net loss | (8,659) | (8,659) | ||
Ending balance at Dec. 31, 2022 | $ 39,825 | $ 111,282 | $ (5,364) | $ (66,093) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (8,659) | $ (10,087) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 675 | 546 |
Loss on disposal of property and equipment | 4 | 21 |
Amortization of intangible assets | 3,026 | 3,004 |
Stock-based compensation | 4,978 | 4,049 |
Change in fair value of contingent consideration | 0 | 2,040 |
Deferred tax liability | 30 | (2,279) |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | 2,015 | (4,848) |
Inventories | 4,723 | (6,261) |
Prepaid expenses and other assets | (1,012) | 371 |
Other assets | 137 | 50 |
Accounts payable | 1,037 | 1,817 |
Accrued compensation | (35) | (781) |
Accrued liabilities and other | (370) | 1,214 |
Payments of contingent consideration fair value changes | (2,040) | 0 |
Lease liabilities | (63) | (26) |
Net cash provided by (used in) operating activities | 4,446 | (11,170) |
Cash flows from investing activities: | ||
Cash paid for acquisition, net of cash acquired | 0 | (14,185) |
Purchases of property and equipment | (763) | (736) |
Proceeds from sale of equipment | 13 | 0 |
Net cash used in investing activities | (750) | (14,921) |
Cash flows from financing activities: | ||
Cash paid for business acquisition contingent consideration | (6,532) | 0 |
Repurchase of common stock | 0 | (97) |
Issuance of common stock, net | 228 | 2,526 |
Net cash (used in) provided by financing activities | (6,304) | 2,429 |
Net decrease in cash, cash equivalents and restricted cash | (2,608) | (23,662) |
Cash, cash equivalents, and restricted cash; beginning of period | 14,686 | 38,348 |
Cash, cash equivalents, and restricted cash; end of period | 12,078 | 14,686 |
Supplemental disclosure of cash flow information | ||
Taxes paid | 197 | 153 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Right-of-use assets recorded upon adoption of ASC 842 | 0 | 3,199 |
Leased liabilities recorded upon adoption of ASC 842 | 0 | 3,519 |
Cash and cash equivalents and restricted cash | 11,903 | 14,511 |
Restricted cash included in other assets | 175 | 175 |
Total cash, cash equivalents, and restricted cash | $ 12,078 | $ 14,686 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Note 1. Description of Business and Basis of Presentation Description of Business Airgain, Inc. was incorporated in the State of California on March 20, 1995; and reincorporated in the State of Delaware on August 17, 2016. Airgain, Inc. together with its subsidiary NimbeLink are herein refer to as the “Company,” “we,” or “our”. The Company is a leading provider of connectivity solutions including embedded components, external antennas, and integrated systems that enable wireless networking in the consumer, enterprise, and automotive markets. The Company’s headquarters is in San Diego, California. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding financial reporting. The consolidated financial statements include the accounts of the Company and our wholly owned subsidiary. All intercompany transactions and investments have been eliminated in consolidation. Segment Information The Company’s operations are located primarily in the United States and most of our assets are in San Diego, California and Plymouth, Minnesota. The Company operates in one segment related to providing connectivity solutions – embedded components, external antennas, and integrated systems. The Company’s chief operating decision-maker is our chief executive officer, who reviews operating results on an aggregate basis and manages the Company’s operations as a single operating segment. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Certain amounts in the prior year financial statements have been reclassified to conform to the presentation of the current year financial statements. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2. Significant Accounting Policies Cash Equivalents Cash equivalents are comprised of short-term, highly liquid investments with maturities of 90 days or less at the date of purchase. The cash balances may, at times, exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $ 250,000 . Restricted Cash As of December 31, 2022, the Company had $ 175,000 in cash on deposit to secure certain lease commitments; $ 80,000 of which short-term in nature and recorded in prepaid expenses and other current assets and $ 95,000 of which is restricted for more than twelve months and recorded in other assets in the Company’s consolidated balance sheet. As of December 31, 2021, the Company had $ 175,000 in cash on deposit to secure certain lease commitments; $ 40,000 of which is short-term in nature and recorded in prepaid expenses and other current assets and $ 135,000 of which is restricted for more than twelve months and recorded in other assets in the Company’s thereafter 2016 consolidated balance sheet. Trade Accounts Receivable We perform ongoing credit evaluations of our customers and assesses each customer’s credit worthiness. The policy for determining when receivables are past due or delinquent is based on the contractual terms agreed upon. We monitor collections and payments from our customers. Delinquent account balances are written after management has determined that the likelihood of collection is remote. An allowance for doubtful accounts is established when, in the opinion of management, collection of the account is doubtful. No allowance for doubtful accounts was recorded as of December 31, 2022 and 2021 . Inventory As of April 2022, all of the Company’s products are manufactured by third parties that retain ownership of the inventory until title is transferred to the customer at the shipping point. In some situations, the Company retains ownership of inventory which is held in third-party contract manufacturing facilities. In certain instances, shipping terms are delivery-at-place and the Company is responsible for arranging transportation and delivery of goods ready for unloading at the named place. In those instances, the Company bears all risk involved in bringing the goods to the named place and records the related inventory in transit to the customer as inventory on the accompanying consolidated balance sheets. In the second quarter of 2022, the Company closed our facility located in Scottsdale, Arizona where certain of our products were previously manufactured. Inventory is stated at the lower of cost or net realizable value. For items manufactured by us, cost is determined using the weighted average cost method. For items manufactured by third parties, cost is determined using the first-in, first-out method (FIFO). Any adjustments to reduce the cost of inventories to their net realizable value are recognized in earnings in the current period. Write downs for excess and obsolete inventories are estimated based on product life cycles, quality issues, and historical experience and were $ 0.9 million and $ 47,000 as of December 31, 2022 and 2021 , respectively. Property and Equipment Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, generally three to ten years . The estimated useful lives for leasehold improvements are determined as either the estimated useful life of the asset or the lease term, whichever is shorter. Repairs and maintenance are expensed as incurred. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. When assets are disposed of (or otherwise sold), the cost and related accumulated depreciation are removed from the accounts and any gain or loss on the disposal of property and equipment is classified as other expense (income) in the Company's consolidated statement of operations. Goodwill Goodwill represents the excess of cost over fair value of net assets acquired. Goodwill is not amortized but is tested for impairment annually using either a qualitative assessment, and / or quantitative assessment, which is based on comparing the fair value of a reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, a goodwill impairment loss is recorded. We complete a goodwill impairment test as of December 31 each year or more frequently if we believe indicators of impairment exist. No impairment losses were recorded during the years ended December 31, 2022 and 2021 . Intangibles The Company’s identifiable intangible assets are comprised of acquired market-related intangibles, developed technologies, customer relationships and non-compete agreements. The cost of the identifiable intangible assets with finite lives is amortized on a straight-line basis over the assets’ respective estimated useful lives. The Company periodically re-evaluates the original assumptions and estimated lives of long-lived assets and finite-lived intangible assets. Long-lived assets and finite-lived intangibles are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an asset is considered to be impaired, the impairment recognized is equal to the amount by which the carrying value of the asset exceeds its fair value. No impairments were recorded during the year ended December 31, 2022 and 2021 . Business Combinations We apply the provisions of Accounting Standards Codification (ASC) 805, Business Combinations, in accounting for our acquisitions. It requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed, at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net assets acquired and the liabilities assumed. While we use best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, as well as the contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. In addition, uncertain tax positions and tax-related valuation allowances assumed, if any, in connection with a business combination are initially estimated as of the acquisition date. The Company re-evaluates these items quarterly based upon facts and circumstances that existed as of the acquisition date with any adjustments to the preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the end of the measurement period or final determination of the estimated value of the tax allowance or contingency, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect the income tax provision (benefit) in the consolidated statements of operations and could have a material impact on the results of operations and financial position. Revenue Recognition The Company generates revenue mainly from the sale of wireless connectivity solutions and technologies. A portion of revenue is generated from service agreements and data subscription plans with certain customers. The revenue generated from service agreements and data subscription plans is insignificant. The Company recognizes revenue to depict the transfer of control of the promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled for those goods or services. Control transfers to customers either when the products are shipped to or received by the customer, based on the terms of the specific agreement with the customer. Revenue from the NimbeLink data subscription plans is recognized over the period of the subscription. The Company records revenue based on a five-step model in accordance with ASC 606 whereby the company (i) identifies the contract(s) with the customer, (ii) identifies the performance obligations in the contract, (iii) determines the transaction price, (iv) allocates the transaction price to the performance obligation(s) in the contract and (v) recognizes the revenue when (as) the entity satisfies performance obligations. We only apply the five-step model when it is probable that we will collect substantially all of the consideration that we are entitled in exchange for the goods or services that we transfer to the customer. For product sales, each purchase order, along with existing customer agreements, when applicable, represents a contract from a customer and each product sold represents a distinct performance obligation. The contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Most of the Company’s revenue is recognized on a “point-in-time” basis when control passes to the customer. The revenue from service contracts is recognized either at a "point-in-time" or “over time” based on the terms and conditions in the contract. Revenue from data subscription plans relate to purchased asset trackers with activated data lines, through a third-party service provider. Subscription plans are recognized monthly. Service revenues are earned based on contractual milestones. Prepayments are recorded as deferred revenue (paid in advance) and recognized over service periods ranging from three (3) to eighteen (18) months. The Company offers return rights and/or pricing credits under certain circumstances. A reserve for potential rights of return of $ 0.3 million and $ 0.1 million was recorded as of December 31, 2022 and 2021, respectively. The Company's contracts with customers do not typically include extended payment terms. Payment terms may vary by contract and type of customer and generally range from 30 to 90 days from delivery. The Company provides assurance-type warranties on all product sales ranging from one to two years. The estimated warranty costs are accrued for at the time of sale based on historical warranty experience plus any known or expected changes in warranty exposure. The Company has recorded a warranty reserve of $ 0.2 million and $ 0.1 million as of December 31, 2022 and December 31, 2021, respectively. The Company has opted to not disclose the portion of revenues allocated to partially unsatisfied performance obligations, which represent products to be shipped within 12 months under open customer purchase orders, at the end of the current reporting period as allowed under ASC 606. The Company has also elected to record sales commissions when incurred, pursuant to the practical expedient under ASC 340, Other Assets and Deferred Costs, as the period over which the sales commission asset that would have been recognized is less than one year. There were no contract assets at December 31, 2022 and 2021. As of December 31, 2022, and 2021, the Company recorded $ 0.2 million and $ 0.1 million of contract liabilities, respectively. Shipping and Transportation Costs Shipping and other transportation costs expensed as incurred were $ 0.5 million and $ 0.4 million for the years ended December 31, 2022 and 2021 , respectively. These costs are included in sales and marketing expenses in the accompanying consolidated statements of operations. Research and Development Costs Research and development costs are expensed as incurred. Advertising Costs Advertising costs are expensed as incurred and were $ 0.5 million and $ 0.3 million for the years ended December 31, 2022 and 2021 , respectively. These costs are included in sales and marketing expenses in the accompanying consolidated statements of operations. Income Taxes The Company records income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. When applicable a valuation allowance is established to reduce any deferred tax asset when we determine that it is more likely than not that some portion of the deferred tax asset will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in general and administrative expenses. Stock-Based Compensation We recognize compensation costs related to stock options and restricted stock units granted to employees and directors based on the estimated fair value of the awards on the date of grant. We estimate the grant date fair value, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model. The grant date fair value of stock-based awards is expensed on a straight-line basis over the vesting period of the respective award. The assumptions used in the Black-Scholes option-pricing model are as follows: • Fair value of our common stock . The Company’s common stock is valued by reference to the publicly traded price of our common stock. • Expected term . The expected term represents the period of time stock-based awards are expected to be outstanding. • Expected weighted average volatility . From 2016 through 2017, the Company estimated expected volatility using weighted average historical volatilities of comparable publicly traded companies within our industry. From 2018 through 2021, the Company estimated expected volatility using our historical share prices along with volatilities of the selected comparable companies. Beginning 2022, we estimated expected volatility using solely our historical share price volatilities. • Risk-free interest rate . The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the expected term. • Expected dividend . The expected dividend is assumed to be zero as the Company has never paid dividends and have no current plans to pay any dividends. Compensation cost is expensed on a straight-line basis over the requisite service period of the entire reward. The Company recognizes forfeitures when incurred. Fair Value Measurements The carrying values of the Company’s financial instruments, including cash, trade accounts receivable, accounts payable, accrued liabilities and deferred purchase price obligations approximate their fair values due to the short maturity of these instruments. Fair value measurements are market-based measurements, not entity-specific measurements. Therefore, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. The Company follows a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below: • Level 1: Quoted prices in active markets for identical assets or liabilities. • Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets. • Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable in active markets. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This standard changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. In December 2019, the FASB issued ASU 2019-10, Effective Dates which updated the effective dates of adoption of ASU 2016-13. ASU 2016-13 is effective, for Smaller Reporting Companies, for annual and interim periods in fiscal years beginning after December 15, 2022. Companies are required to adopt the standard using a modified retrospective adoption method. The Company does not expect the standard to have a significant impact on our financial statements, when adopted. In May 2019, the FASB issued ASU 2019-05, Financial Instruments-Credit Losses (Topic 326), Targeted Transition Relief, which provides entities that have certain instruments within the scope of ASC 326-20, Financial Instruments-Credit Losses-Measured at Amortized Cost, with an option to irrevocably elect the fair value option for eligible instruments. The effective date and transition methodology for this standard are the same as in ASU 2016-13. The Company expects this accounting standard option, if elected, will not have a significant impact on our financial statements, but we will continue to monitor any future impact. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 3. Net Loss Per Share Basic net loss per share is calculated by dividing net loss available to common stockholders by the weighted average shares of common stock outstanding for the period. Diluted net loss per share is calculated by dividing net loss by the weighted average shares of common stock outstanding for the period plus amounts representing the dilutive effect of securities that are convertible into common stock. The Company calculates diluted loss per common share using the treasury stock method. The following table presents the computation of net loss per share (in thousands, except per share data): For the Years Ended December 31, 2022 2021 Numerator: Net loss $ ( 8,659 ) $ ( 10,087 ) Denominator: Basic weighted average common shares outstanding 10,190 10,019 Diluted weighted average common shares outstanding 10,190 10,019 Net loss per share: Basic $ ( 0.85 ) $ ( 1.01 ) Diluted $ ( 0.85 ) $ ( 1.01 ) Potentially dilutive securities (in common stock equivalent shares) not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in thousands): For the Years Ended December 31, 2022 2021 Stock options and restricted stock 1,903 1,175 Total common stock equivalent shares 1,903 1,175 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combinations | Note 4. Business Combinations On January 7, 2021, the Company entered into a Stock Purchase Agreement, by and among the Company, NimbeLink Corp., the sellers set forth therein (the Sellers) and Scott Schwalbe in his capacity as seller representative (the Purchase Agreement). NimbeLink is an IIoT company focused on the design, development and delivery of edge-based cellular connectivity solutions for enterprise customers. The acquisition of NimbeLink supports the Company's transition toward becoming more of a system-level company and will play an important role in the Company's overall growth strategy to broaden market diversification, especially within the industrial IoT space. Pursuant to the Purchase Agreement, at the closing on January 7, 2021, the Company acquired all of the outstanding stock of NimbeLink for an upfront cash purchase price of approximately $ 15.0 million, subject to working capital and other customary adjustments of $ 1.0 million and $ 0.7 million in deferred cash payments due to the Sellers fifteen months after the close of the transaction. In addition, NimbeLink’s former security holders may receive up to $ 8.0 million in contingent consideration, subject to achieving certain revenue targets in 2021. The Company assumed unvested common stock options of continuing employees and service providers. Acquisition Consideration The following table summarizes the fair value of purchase consideration to acquire NimbeLin k (in thousands): Cash $ 15,991 Deferred payments (1) 728 Contingent consideration (2) 5,986 Replacement options (3) 40 Total purchase consideration $ 22,745 (1) The fair value of the holdback payment was determined by discounting to present value, payments totaling $ 0.7 million expected to be made to NimbeLink fifteen months after the close of the transaction. (2) The fair value of contingent consideration is based on applying the Monte Carlo simulation method to forecast achievement under various contingent consideration events which may result in up to $ 8 million in payments subject to the acquired business’s satisfying certain revenue targets in 2021. Key inputs in the valuation include forecasted revenue, revenue volatility and discount rate. Underlying forecast mathematics were based on Geometric Brownian Motion in a risk-neutral framework and discounted back to the applicable period in which the accumulative thresholds were achieved at discount rates commensurate with the risk and expected payout term of the contingent consideration. (3) Represents the pre-combination stock compensation expense for replacement options issued to NimbeLink employees. Purchase Price Allocation The following is an allocation of purchase price as of the closing date based upon an estimate of the fair value of the assets acquired and liabilities assumed by the Company in the acquisition (in thousands): Cash $ 1,806 Accounts receivable 1,127 Inventory 1,671 Prepaids and other current assets 141 Property and equipment 151 Right of use assets 402 Other assets 194 Identified intangible assets 14,065 Accounts payable ( 654 ) Accrued compensation ( 139 ) Accrued expenses and other current liabilities ( 432 ) Short-term lease liabilities ( 78 ) Long-term lease liabilities ( 324 ) Deferred tax liabilities ( 2,330 ) Identifiable net assets acquired 15,600 Goodwill 7,145 Total purchase price $ 22,745 The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets (in thousands): Category Estimated Fair value Finite-lived intangible assets Market-related intangibles 5 $ 1,700 Customer relationships 5 8,950 Developed technology 12 2,600 Covenants to non-compete 2 115 Indefinite-lived intangible assets In-process research and development N/A 700 Total identifiable intangible assets acquired $ 14,065 Assumptions in the Allocations of Purchase Price Management prepared the purchase price allocations and in doing so considered or relied in part upon reports of a third-party valuation expert to calculate the fair value of certain acquired assets, which primarily included identifiable intangible assets and inventory, and the portions of the purchase consideration expected to be paid to NimbeLink securityholders in the future, as described above. Certain NimbeLink securityholders that are employees are not required to remain employed to receive the deferred holdback payments and contingent consideration; accordingly, the fair value of the deferred payments and contingent consideration have been accounted for as a portion of the purchase consideration. Estimates of fair value require management to make significant estimates and assumptions. The Company recorded $ 2.0 million increase during the year ended December 31, 2021 to reflect the change in the fair value of the contingent consideration based on the actual revenue recognized during the year ended December 31, 2021. Contingent consideration payable as of December 31, 2021, was $ 8.0 million. The contingent consideration balance was recorded to deferred purchase price liabilities in other current liabilities in the Company's consolidated balance sheet. The contingent consideration of $ 8.0 million and deferred payment of $ 0.6 million were paid in April 2022. The goodwill recognized was attributable primarily to the acquired workforce, expected synergies, and other benefits that the Company believes will result from integrating the operations of the NimbeLink business with the operations of the Company. Certain liabilities included in the purchase price allocations were based on management’s best estimates of the amounts to be paid or settled and based on information available at the time the purchase price allocations were prepared. There have been no adjustments between the preliminary purchase price allocations reflected as of March 31, 2021 and the purchase price allocation reflected as of December 31, 2022. The final purchase price and purchase price allocation of NimbeLink was finalized as of December 31, 2021. The fair value of the customer relationships was determined using the multi-period excess earnings method (MPEEM). MPEEM estimates the value of an intangible asset by quantifying the amount of residual (or excess) cash flows generated by the asset and discounting those cash flows to the present. Future cash flows for contractual and non-contractual customers were estimated based on forecasted revenue and costs, taking into account the growth rates and contributory charges. The fair value of market-related intangible assets, developed technology, and in-process research and development (IPR&D) was determined using the Relief-from-Royalty method. The Relief-from-Royalty method is a specific application of the discounted-cash-flow method, which is a form of the income approach. It is based on the principle that ownership of the intangible asset relieves the owner of the need to pay a royalty to another party in exchange for rights to use the asset. Key assumptions to estimate the hypothetical royalty rate include observable royalty rates, which are royalty rates in negotiated licenses and market-based royalty rates which are royalty rates found in available market data for licenses involving similar assets. Developed technology began amortizing immediately and IPR&D began amortizing upon the completion of each project. During the three months ended March 31, 2021, all IPR&D projects were completed and transferred to developed technology, with a twelve-year estimated life. The fair value of non-compete intangible assets was estimated using the with-and-without method. The with-and-without method estimates the value of an intangible asset by quantifying the loss of economic profits under a hypothetical condition where only the subject intangible does not exist and needs to be re-created. Projected revenues, operating expenses and cash flows were calculated in each "with" and "without" scenario and the difference in the cash flow was discounted to present value. Inventory was valued at net realizable value. Raw materials were valued at book value and finished goods were valued assuming hypothetical revenues from finished goods adjusted for disposal costs, profit attributable to the seller and holding costs. An inventory step-up of $ 0.4 million was included in the purchase price allocation above. The Company assumed liabilities in the acquisition which primarily consist of accrued employee compensation and certain operating liabilities. The liabilities assumed in these acquisitions are included in the respective purchase price allocations above. Goodwill recorded in connection with the NimbeLink acquisition was $ 7.1 million. The Company does not expect to deduct any of the acquired goodwill for tax purposes. Also see Note 8, Intangible Assets for further information on intangible assets related to the NimbeLink acquisition. Supplemental proforma financial information The following unaudited pro forma financial information presents the combined results of operations for each of the periods presented as if the NimbeLink acquisition had occurred at the beginning of 2020 (in thousands): For the Years Ended December 31, 2021 2020 Net revenue - pro forma combined $ 64,305 $ 60,994 Net loss - pro forma combined ( 10,088 ) ( 5,593 ) The following adjustments were included in the unaudited pro forma combined net revenues (in thousands): For the Years Ended December 31, 2021 2020 Net revenue $ 64,273 $ 48,502 Add: Net revenue - acquired businesses 32 12,492 Net revenues - pro-forma combined $ 64,305 $ 60,994 The following adjustments were included in the unaudited pro forma combined net income (loss) (in thousands): For the Years Ended December 31, 2021 2020 Net income (loss) $ ( 10,087 ) $ ( 3,279 ) Add: Results of operations of acquired business ( 310 ) 291 Less: pro forma adjustments Amortization of historical intangibles — 92 Amortization of acquired intangibles ( 38 ) ( 2,407 ) Inventory fair value adjustments 353 ( 353 ) Interest income ( 6 ) — Interest expense — 63 Net loss - pro forma combined $ ( 10,088 ) $ ( 5,593 ) The unaudited pro forma financial information has been adjusted to reflect the amortization expense for acquired intangibles, removal of historical intangible asset amortization and recognition of expense associated with the step-up of inventory. The pro forma data is presented for illustrative purposes only, and the historical results of NimbeLink are based on its books and records prior to the acquisition, and is not necessarily indicative of the consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of fiscal year 2020. In addition, future results may vary significantly from the pro forma results reflected herein and should not be relied upon as an indication of the results of future operations of the combined business. The unaudited pro forma financial information does not reflect any operating efficiencies and cost savings that may be realized from the integration of the acquired entity. Revenue generated from acquired NimbeLink products for the year ended December 31, 2021 was the main driver of the increase in revenue from the Enterprise market, as disclosed in Note 18. Net income of $ 0.7 million for the year ended December 31, 2021, related to NimbeLink, was included in the Company's consolidated statements of operations. The Company does not consider the revenue and net loss related to the acquired entity to be indicative of results of the acquisition due to integration activities since the acquisition date. Also see Note 8, Goodwill and Intangible Assets for further information on goodwill and intangible assets related to the NimbeLink acquisition. |
Cash, Cash Equivalents and Shor
Cash, Cash Equivalents and Short-Term Investments | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Short-Term Investments | Note 5. Cash and Cash Equivalents The following tables show the Company’s cash and cash equivalents by significant investment category (in thousands): December 31, 2022 Amortized Estimated fair value Cash and cash equivalents Cash $ 8,323 $ 8,323 $ 8,323 Level 1: Money market funds 3,580 3,580 3,580 Total $ 11,903 $ 11,903 $ 11,903 December 31, 2021 Amortized Estimated fair value Cash and cash equivalents Cash $ 3,702 $ 3,702 $ 3,702 Level 1: Money market funds 10,809 10,809 10,809 Total $ 14,511 $ 14,511 $ 14,511 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 6. Inventories Inventories are comprised of the following (in thousands): As of December 31, 2022 2021 Raw materials $ 1,060 $ 7,908 Finished goods 3,166 1,041 Total Inventory $ 4,226 $ 8,949 As of December 31, 2022 and 2021, $ 0.6 million and $ 3.8 million of raw materials, respectively, and $ 2.3 million and $ 0.4 million of finished goods inventories, respectively are on are on consignment at the Company's contract manufacturers. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 7. Property and Equipment Depreciation and amortization of property and equipment is calculated on the straight-line method based on the shorter of the estimated useful life or the term of the lease for tenant improvements and three to ten years for all other property and equipment. Property and equipment consist of the following (in thousands): December 31, 2022 2021 Computers and software $ 703 $ 657 Furniture, fixtures, and equipment 409 398 Manufacturing and testing equipment 5,194 4,700 Construction in process 16 40 Leasehold improvements 848 932 Property and equipment, gross 7,170 6,727 Less accumulated depreciation ( 4,405 ) ( 4,029 ) Property and equipment, net $ 2,765 $ 2,698 Depreciation expense was $ 0.7 million and 0.5 million for the years ended December 31, 2022 and 2021 , respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 8. Goodwill and Intangible Assets The change in the carrying amount of goodwill was as follows (in thousands): Goodwill as of December 31, 2020 $ 3,700 2021 NimbeLink acquisition goodwill 7,145 Goodwill as of December 31, 2021 $ 10,845 2022 Changes in goodwill — Goodwill as of December 31, 2022 $ 10,845 The following is a summary of the Company’s acquired intangible assets (dollars in thousands): December 31, 2022 Weighted average amortization period (in years) Gross carrying amount Accumulated amortization Net carrying amount Market related intangibles 5 $ 1,820 $ 795 $ 1,025 Customer relationships 7 13,780 6,720 7,060 Developed technologies 11 4,380 1,263 3,117 Covenants to non-compete 2 115 114 1 Total intangible assets, net $ 20,095 $ 8,892 $ 11,203 December 31, 2021 Weighted average amortization period (in years) Gross carrying amount Accumulated amortization Net carrying amount Market related intangibles 5 $ 1,820 $ 454 $ 1,366 Customer relationships 7 13,780 4,447 9,333 Developed technologies 11 4,380 908 3,472 Covenants to non-compete 2 115 57 58 Total intangible assets, net $ 20,095 $ 5,866 $ 14,229 Estimated annual amortization of intangible assets for the next five years and thereafter is shown in the following table (in thousands): Estimated future amortization 2023 $ 2,969 2024 2,968 2025 2,958 2026 557 2027 356 Thereafter 1,395 Total $ 11,203 Actual amortization expense to be reported in future periods could differ from these estimates as a result of acquisitions, divestitures, and asset impairments, among other factors. Amortization expense was $ 3.0 million for the each of the years ended December 31, 2022 and 2021 , respectively. |
Accrued Liabilities and Other
Accrued Liabilities and Other | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities and Other | Note 9. Accrued Liabilities and Other Accrued liabilities and other is comprised of the following (in thousands): As of December 31, 2022 2021 Accrued expenses $ 815 $ 1,277 VAT payable 339 339 Accrued income taxes 220 258 Advanced payments from contract manufacturers 210 682 Contract liabilities 32 79 Goods received not invoiced 529 30 Other current liabilities 524 168 Accrued liabilities and other $ 2,669 $ 2,833 |
Long-term Notes Payable and Lin
Long-term Notes Payable and Line of Credit | 12 Months Ended |
Dec. 31, 2022 | |
Long-Term Debt, Unclassified [Abstract] | |
Long-term Notes Payable and Line of Credit | Note 10. Note Pa yable and Line of Credit On January 7, 2021, as a result of the NimbeLink acquisition, the Company assumed a revolving line of credit (Line of Credit) with Choice Financial Group (Choice) whereby Choice had made available to the Company a secured credit facility of up to the lesser of (1) $ 1.5 million or (2) the sum of (a) 80 % of the aggregate amount of third-party accounts receivable balances, excluding progress billings, foreign receivables, accounts subject to dispute or setoff and doubtful accounts (Eligible Accounts) aged less than 90 days, net of 10 % allowance, and (b) 25 % of raw materials and finished goods, except those held at named contract manufacturer, after a 10 % write down for excess and obsolete inventory. Amounts borrowed under the Line of Credit bore interest at the prime rate plus 1%, payable monthly . The facility was secured by a commercial guarantee and a lien over the property of NimbeLink including inventory, equipment, accounts receivable, investments, deposit accounts, other rights to payment and performance and general intangibles. In April 2021, the Company closed the Line of Credit with Choice. On February 18, 2022, the Company and its subsidiary NimbeLink entered into a loan and security agreement with Silicon Valley Bank, providing a revolving line of credit for $ 4.0 million. The line of credit only allowed for maximum advances of 80 % of the aggregate face amount of certain eligible receivables. The line of credit bore an interest rate of WSJ prime (currently 7.5%) plus 1.75%. The lender has a first security interest in all of the Company's and NimbeLink’s assets, excluding intellectual property, for which the lender received a negative pledge and included certain financial and non-financial covenants. The Company was required to pay monthly interest and paid an annual commitment fee of $ 15,000 upon signing. As of December 31, 2022 , there was no balance owed on the line of credit. The line of credit expired in February 2023. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 11. Leases Operating leases The Company adopted ASC 842, which became effective on January 1, 2021, using the effective date transition method, which requires a cumulative-effect adjustment to the opening balance of retained earnings on the effective date. As a result of adopting ASC 842, the Company recognized right-of-use assets and lease liabilities of $ 3.2 million and $ 3.5 million, respectively, as of January 1, 2021. There was no impact to opening retained earnings or to the consolidated statement of operations from the adoption of ASC 842. The Company has made certain assumptions and judgements when applying ASC 842 including the adoption of the package of practical expedients available for transition. The practical expedients did not require the Company to reassess (i) whether expired or existing contracts contained leases, (ii) lease classification for expired or existing leases and (iii) previously capitalized initial direct costs. The Company also elected not to recognize right-of-use assets and lease liabilities for short-term leases (lease terms of twelve months or less). Operating lease arrangements primarily consist of office, warehouse, and test house leases expiring during different years through 2025 . The facility leases have original lease terms of approximately two to five years and may contain options to extend up to 5 years and/or terminate early. Options to extend are included in leased right-of-use assets and lease liabilities in the consolidated balance sheet when we are reasonably certain to renew a lease. Since the implicit rate of such leases is unknown and we may not be reasonably certain to renew leases, the Company has elected to apply a collateralized incremental borrowing rate to facility leases on the original lease term in calculating the present value of future lease payments. As of December 31, 2022 and 2021, the weighted average discount rate for operating leases was 3.9 % and 3.6 % , respectively, and the weighted average remaining lease term for operating leases was 2.7 years and 3.7 years, respectively. The Company has entered into various short-term operating leases, primarily for test houses and office equipment with initial terms of 12 months or less . These short-term leases are not recorded on the Company's consolidated balance sheet and the related short-term lease expense was $ 0.2 million and $ 0.1 million for the year ended December 31, 2022 and 2021 respectively. Total operating lease cost was $ 1.0 million and $ 1.4 million for the year ended December 31, 2022 and 2021, respectively. The table below presents aggregate future minimum pa yments due under leases, reconciled to lease liabilities included in the consolidated balance sheet as of December 31, 2022 (in thousands): 2023 $ 978 2024 904 2025 687 Total minimum payments 2,569 Less imputed interest ( 133 ) Less unrealized translation gain 4 Total lease liabilities 2,440 Less short-term lease liabilities ( 904 ) Long-term lease liability $ 1,536 |
Treasury Stock
Treasury Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Treasury Stock | Note 12. Treasury Stock In 2019, our Board of Directors (the Board) approved a share repurchase program (the Program) pursuant to which the Company could purchase up to $ 7.0 million of shares of our common stock. The repurchases under the Program were made from time to time in the open market or in privately negotiated transactions and were funded from the Company’s working capital. Repurchases were made in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended, subject to market conditions, available liquidity, cash flow, applicable legal requirements and other factors. The Program expired in September 2021. Since inception of the stock repurchase programs, including prior share repurchase programs, the Company has purchased a total of approximately 541,000 shares for a total cost of $ 5.4 million. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13. Income Taxes Income Taxes The income tax provision (benefit) is as follows (in thousands): For the Years Ended December 31, 2022 2021 Current: U.S. federal $ ( 13 ) $ — State and local 24 12 Foreign 43 218 Total current provision 54 230 Deferred: U.S. federal 10 ( 2,203 ) State and local 20 ( 76 ) Total deferred provision (benefit) 30 ( 2,279 ) Total tax provision $ 84 $ ( 2,049 ) Tax Rate Reconciliation Reconciliations of the total income tax provision tax rate to the statutory federal income tax rate of 21 % for the years ended December 31, 2022 and 2021, respectively, are as follows (in thousands): For the Years Ended December 31, 2022 2021 Income taxes at statutory rates $ ( 1,802 ) $ ( 2,549 ) State income tax, net of federal benefit 44 ( 64 ) Permanent items 52 86 Equity based compensation 298 ( 364 ) Change in fair value of contingent consideration — 428 Federal research credits ( 374 ) ( 313 ) Federal return to provision ( 1 ) 73 Foreign taxes 43 218 Other 77 74 Change in federal valuation allowance 1,747 362 $ 84 $ ( 2,049 ) Significant Components of Current and Deferred Taxes The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 5,374 $ 7,247 Research and AMT credits 3,742 3,365 Stock based compensation 1,891 1,360 Lease liability 611 746 Section 174 R&D Capitalization 2,319 — Accrued and other 1,100 506 15,037 13,224 Less valuation allowance ( 11,884 ) ( 9,452 ) Deferred tax assets, net of allowance 3,153 3,772 Deferred tax liabilities: Fixed assets ( 520 ) ( 449 ) Goodwill ( 418 ) ( 349 ) Right-of-use asset ( 556 ) ( 676 ) Intangible asset ( 1,798 ) ( 2,407 ) Deferred tax liabilities ( 3,292 ) ( 3,881 ) Total deferred tax liabilities $ ( 139 ) $ ( 109 ) We have established a valuation allowance against our net deferred tax assets due to the uncertainty surrounding the realization of such assets. The Company periodically evaluates the recoverability of the deferred tax assets. At such time it is determined that it is more likely than not that deferred assets are realizable, the valuation allowance will be reduced. The Company has recorded a valuation allowance of $ 11.9 million as of December 31, 2022 as it does not believe it is more likely than not that certain deferred tax assets will be realized due to the recent history of both pre-tax book income and losses, the lack of taxable income available in carryback periods or feasible tax-planning strategies, the limited existing taxable temporary differences, and the subjective nature of forecasting future taxable income into the future. We increased our valuation allowance by approximately $ 2.4 million during the year ended December 31, 2022. At December 31, 2022 the Company had federal and state tax loss carryforwards of approximately $ 21.6 million, and $ 9.6 million, respectively. The federal loss generated post 2018 of $ 10.2 million will carryforward indefinitely and be available to offset up to 80 % of future taxable income each year. The remaining federal and state net operating loss carryforwards begin to expire in 2029 and 2026 , respectively, if unused. At December 31, 2022 the Company had federal and state tax credit carryforwards of approximately $ 2.0 million, and $ 1.7 million, respectively, after reduction for uncertain tax positions. The federal credits will begin to expire in 2026 , if unused, and the state credits carryforwards indefinitely. The Internal Revenue Code (IRC) Sections 382 and 383 limit annual use of NOL and research and development credit carryforwards in the event a cumulative change in ownership of more than 50% occurs within a three-year period. The Company completed an ownership change analysis and there is no ownership change in 2022. If a requisite ownership change occurs, the amount of remaining tax attribute carryforwards available to offset taxable income and income tax expense in future years may be restricted or eliminated. If eliminated, the related asset would be removed from deferred tax assets with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, will not impact the Company’s effective tax rate. The following table summarizes the reconciliation of the unrecognized tax benefits activity during the years ended December 31 (in thousands): 2022 2021 Beginning unrecognized tax benefits $ 1,217 $ 879 Gross increases - tax positions in prior period ( 50 ) 178 Gross decreases – tax positions in prior period ( 9 ) — Gross increases - current year tax positions 147 123 Purchase accounting — 37 Ending unrecognized tax benefits $ 1,305 $ 1,217 The unrecognized tax benefit amounts are reflected in the determination of the Company’s deferred tax assets. If recognized, $ 120,000 of these amounts would impact the company’s effective tax rate. We do not foresee material changes to our uncertain tax benefits within the next twelve months. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company has an accrual for interest or penalties of $ 0.1 million on the Company’s balance sheets as of December 31, 2022 and 2021. The Company has recognized no interest and/or penalties in the Statement of Operations for each of the years ended December 31, 2022 and 2021, respectively. Due to the existence of federal and state net operating loss and credit carryovers, the Company’s tax years that remain open and subject to examination by tax jurisdiction are years 2002 and forward for federal and years 2006 and forward for the state of California. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Class of Stock Disclosures [Abstract] | |
Stockholders' Equity | Note 14. Stockholders’ Equity In August 2016, the Company's Board adopted the 2016 Equity Inventive Plan (the 2016 Plan) for employees, directors and consultants. In February 2021, the Board adopted the 2021 Employment Inducement Incentive Award Plan (Inducement Plan), which provides for grants of equity-based awards. In connection with the NimbeLink acquisition, the Company assumed the NimbeLink Corp 2016 Stock Incentive Plan and stock options to purchase 22,871 shares of common stock issuable thereunder. The following common stock is reserved for future issuance (1) (in thousands): As of December 31, 2022 2021 Stock options issued and outstanding 2,065 2,000 Stock awards issued and outstanding 581 — Authorized for grants under the 2016 Equity Incentive Plan (2) 507 332 Authorized for grants under the Inducement Plan (3) 294 81 Authorized for grants under the 2016 Employee Stock Purchase Plan (4) 378 326 3,825 2,739 (1) Treasury stock of 541,000 shares as of December 31, 2022 and 2021 are excluded from the table above. (2) On January 1, 2022, the number of authorized shares in the 2016 Plan increased by 404,000 shares pursuant to the evergreen provisions of the 2016 Equity Incentive Plan. (3) On February 5, 2021, 300,000 shares were authorized pursuant to the terms of the Inducement Plan. 227,300 shares were issued under the Inducement Plan during the year ended December 31, 2022 . (4) On January 1, 2022, the number of authorized shares in the 2016 Employee Stock Purchase Plan increased by 100,000 shares pursuant to the evergreen provisions of the 2016 Employee Stock Purchase Plan. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 15. Stock Based Compensation Stock-based compensation expense Stock-based compensation is recorded in the consolidated statements of operations as follows (in thousands): For the Years Ended December 31, 2022 2021 Cost of goods sold $ 181 $ 3 Research and development 1,056 777 Sales and marketing 1,195 919 General and administrative 2,546 2,350 Total stock-based compensation expense $ 4,978 $ 4,049 Stock Options The vesting period for stock options granted to employees is generally one to four years . All stock options granted under the 2016 Plan have a maximum contractual term of ten years. Commencing in 2019, each non-employee member of the board of directors will receive an annual award on the first trading day in February a number of stock options having a value of $ 30,000 (with the award to the chairperson of the board of directors having a value of $ 45,000 ), (calculated as of the date of grant in accordance with the Black-Scholes option pricing model). The grant-date fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The weighted average assumptions for grants during the years ended December 31, 2022 and 2021, are provided in the following table: For the Years Ended December 31, 2022 2021 Expected dividend yield 0 % 0 % Expected volatility 57.4 % 52.4 % Expected term (years) 5.6 5.6 Risk-free interest rate 4.6 % 0.7 % A summary of the Company’s stock option activity is as follows (shares in thousands): Weighted Average Number of Exercise Remaining contractual term (years) Aggregate Intrinsic Value (in thousands) Balance at December 31, 2021 2,000 $ 12.79 7.3 $ 2,246 Granted 451 $ 8.58 Exercised ( 9 ) $ 2.30 $ 59 Expired/Forfeited ( 377 ) $ 13.56 Balance at December 31, 2022 2,065 $ 11.78 6.7 $ 758 Vested and exercisable at December 31, 2022 1,370 $ 11.42 5.6 $ 758 Vested and expected to vest at December 31, 2022 2,065 $ 11.78 6.7 $ 758 During the year ended December 31, 2022, the Company received proceeds of $ 21,000 from the exercise of options. During the year ended December 31, 2021 , the Company received proceeds of $ 2.5 million from the exercise of options. The weighted average grant-date fair values of options granted during the years ended December 31, 2022 and 2021, were $ 4.58 and $ 9.86 per share, respectively. The grant date fair value of shares vested during the years ended December 31, 2022 and 2021, was $ 3.4 million and $ 1.9 million, respectively. At December 31, 2022 and 2021, there was $ 3.7 million and $ 5.5 million, respectively of unrecognized compensation cost related to unvested stock options granted under the Company’s equity plans that is expected to be recognized over the next 2.5 years. Restricted Stock Units The following table summarizes the Company’s restricted stock unit activity (shares in thousands): Restricted Weighted average grant date fair value Balance at December 31, 2021 333 $ 17.55 Grants 294 $ 8.14 Vested and released ( 89 ) $ 17.43 Forfeited ( 94 ) $ 15.50 Balance at December 31, 2022 444 $ 11.78 Commencing in 2019, each non-employee member of the board of directors receives, on the first trading day in February of each year, such number of restricted stock units as is determined by dividing (a) $ 30,000 (with the award to the chairperson of the board of directors having a value of $ 45,000 ) by (b) the 30-day trailing average share price. During the year ended December 31, 2022, 19,098 restricted stock units with an average fair value of $ 9.46 per share were granted to the members of the Company’s board of directors of which fully vest on the one year anniversary of the grant date. Employees were granted 274,837 restricted stock units with an average fair value of $ 8.05 per share, which vest equally after each of the annual anniversaries over a three to four year period. During the year ended December 31, 2021 , 10,500 restricted stock units with a fair value of $ 22.51 per share were granted to members of the Company’s board of directors which shares vest on the first anniversary of the grant date, and 247,200 restricted stock units with a fair value of $ 20.56 per share were issued to employees which vest equally after each of the annual anniversaries over a four-year period. As of December 31, 2022, there was $ 3.8 million of total unrecognized stock-based compensation expense related to non-vested restricted stock units which is expected to be recognized over a remaining weighted-average vesting period of 2.8 years. The Company currently uses authorized and unissued shares to satisfy share award exercises. Performance Stock Units The following table summarizes the Company's performance stock unit (PSU) activity during the period indicated (shares in thousands): Performance Weighted average grant date fair value Balance at December 31, 2021 — $ — Grants 137 $ 2.09 Vested and released — $ — Forfeited — $ — Balance at December 31, 2022 137 $ 2.09 Service as well as market and performance conditions determine the number of PSUs that the holder will earn from 0% to 150% of the target number of shares. The percentage received is based on the Company common stock price targets over a three-year service period. Additionally, the Company must achieve or exceed 75% of the year to date revenue target measured at the end of the quarter in which the price target is achieved. The market conditions have not currently been met. As of December 31, 2022, there was $ 0.3 million of total unrecognized compensation cost related to unvested PSUs having a weighted average remaining contractual term of 2.3 years. We estimate the fair value of PSUs with a market condition using a Monte Carlo simulation model as of the date of grant to forecast performance achievement of market price and revenue targets. Key inputs in the valuation include cost of equity, market price volatility and discount rate. Share-Settled Obligation Share-based compensation expense for the year ended December 31, 2022 was $ 0.9 million for the liability classified restricted stock unit payout obligation related to the 2022 executive bonus accrual. The bonus accrual is based on probable achievement on financial and other performance targets. Employee Stock Purchase Plan (ESPP) The Company maintains the 2016 Employee Stock Purchase Plan (ESPP) that provides employees an opportunity to purchase common stock through payroll deductions. The ESPP is implemented through consecutive 6 -month offering periods commencing on March 1 and September 1 of each year. The purchase price is set at 85 % of the fair market value of the Company's common stock on either the first or last trading day of the offering period, whichever is lower. Annual contributions are limited to the lower of 20 % of an employee's eligible compensation or such other limits as apply under Section 423 of the Internal Revenue Code. The ESPP is intended to qualify as an employee stock purchase plan for purposes of Section 423 of the Internal Revenue Code. Based on the 15 % discount and the fair value of the option feature of the ESPP, it is considered compensatory. Compensation expense is calculated using the fair value of the employees’ purchase rights under the Black-Scholes model. The Company currently uses authorized and unissued shares to satisfy share award exercises. During the year ended December 31, 2022, the Company received $ 0.4 million from the issuance of 47,852 shares and during the year ended December 31, 2021 , the Company received $ 0.3 million from the issuance of 27,300 shares under the ESPP. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Potential product warranty claims As of December 31, 2022, the Company reserved approximately $ 0.2 million of general warranty. Indemnification In some agreements to which the Company is a party, the Company has agreed to indemnify the other party for certain matters, including, but not limited to, product liability and intellectual property. To date, there have been no known events or circumstances that have resulted in any material costs related to these indemnification provisions and no liabilities have been recorded in the accompanying financial statements. Supply Agreement In September 2020, the Company entered into a supply agreement with a vendor to purchase up to $ 2.0 million of inventory during the initial term of the agreement through December 31, 2022 . As of December 31, 2021, the commitment was fulfilled and $ 2.0 million was paid. Employment Agreements On October 17, 2022, the board of directors of the Company appointed Michael Elbaz as the Company’s Chief Financial Officer and Secretary. The employment agreement provides for an indefinite term and for at-will employment. Pursuant to the employment agreement, in the event the Company terminates Mr. Elbaz employment without cause or he resigns for good reason, he is entitled to a lump sum cash payment in an amount equal to twelve months of his base salary plus his target bonus (prorated for the portion of the calendar year during which such termination occurs) and continuation of health benefits at the Company's expense for a period of twelve months following the date of termination. On November 9, 2022, the board of directors of the Company appointed Morad Sbahi as the Company’s Chief Revenue Officer. Mr. Sbahi previously was the Company’s Senior Vice President of Global Product and Marketing. The amended and restated employment agreement provides for an indefinite term and for at-will employment. Pursuant to the employment agreement, in the event the Company terminates Mr. Sbahi's employment without cause or he resigns for good reason, he is entitled to a lump sum cash payment in an amount equal to twelve months of his base salary plus his target bonus (prorated for the portion of the calendar year during which such termination occurs) and continuation of health benefits at the Company's expense for a period of twelve months following the date of termination. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 17. Concentrations Concentration of Sales and Accounts Receivable The following represents customers that accounted for 10 % or more of total revenue: For the Years Ended December 31, 2022 2021 Customer A 17 % 19 % Customer B 17 % 16 % Customer C 13 % 12 % Customer D 10 % 0 % The following represents customers that accounted for 10 % or more of total trade accounts receivable: As of December, 31 2022 2021 Customer A 21 % 11 % Customer B 15 % 7 % Customer C 12 % 29 % Concentration of Purchases During the year ended December 31, 2022, the Company’s products were primarily manufactured by five contract manufacturers with locations in China, Mexico, Minnesota, and Vietnam and during the first quarter at the Company’s Arizona facility (see Note 16). Concentration of Cash The bank where most of the Company’s cash is held was placed into receivership with the FDIC on March 10, 2023. The Company’s cash deposits exceeded the FDIC insured limits at that time. However, the Treasury, the Federal Reserve, and the FDIC, as receiver, jointly released a statement that depositors at this specific bank would have access to their funds, including funds in excess of standard FDIC insurance limits. The Company has not experienced losses on these accounts. The Company is in the process of allocating cash deposits among other financial institutions to mitigate its concentration risk. Concentration of Property and Equipment The Company’s property and equipment, net by geographic region are as follows: As of December, 31 2022 2021 North America $ 2,469 $ 2,288 Asia Pacific (APAC) 138 217 Europe, Middle East and Africa (EMEA) 158 193 Property and equipment, net $ 2,765 $ 2,698 |
Disaggregated Revenues
Disaggregated Revenues | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregated Revenues | Note 18. Disaggregated Revenues Disaggregated revenues are as follows (in thousands): For the Years Ended December 31, 2022 2021 By Sales Channel: Distributors and resellers $ 35,640 $ 38,833 Direct and other 21,496 16,222 OEM/ODM/Contract manufacturer 18,759 9,218 Total sales $ 75,895 $ 64,273 By Market Group: Consumer $ 25,793 $ 26,275 Enterprise 34,533 27,379 Automotive 15,569 10,619 Total sales $ 75,895 $ 64,273 By Geography: North America $ 45,678 $ 34,301 China (including Hong Kong and Taiwan) 28,086 27,381 Rest of the world 2,131 2,591 Total sales $ 75,895 $ 64,273 Revenue generated from the United States was $ 45.3 million and $ 33.6 million for the year ended December 31, 2022 and 2021 , respectively. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plan | Note 19. Employee Benefit Plan The Company’s 401(k) plan covers all of the U.S. employees beginning the first of the month following the first 90 days of their employment. Under this plan, employees may elect to contribute up to 20 % of their annual compensation to the 401(k) plan up to the statutorily prescribed annual limit. The Company matches 100 % of the employee’s elective deferrals up to 4 % of their annual compensation. The Company may make discretionary contributions to the 401(k) plan, but there were no discretionary contributions during the year ended December 31, 2022. The Company’s contribution expense was $ 0.3 million for each of the years ended December 31, 2022 and 2021, respectively. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Airgain, Inc. was incorporated in the State of California on March 20, 1995; and reincorporated in the State of Delaware on August 17, 2016. Airgain, Inc. together with its subsidiary NimbeLink are herein refer to as the “Company,” “we,” or “our”. The Company is a leading provider of connectivity solutions including embedded components, external antennas, and integrated systems that enable wireless networking in the consumer, enterprise, and automotive markets. The Company’s headquarters is in San Diego, California. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding financial reporting. The consolidated financial statements include the accounts of the Company and our wholly owned subsidiary. All intercompany transactions and investments have been eliminated in consolidation. |
Segment Information | Segment Information The Company’s operations are located primarily in the United States and most of our assets are in San Diego, California and Plymouth, Minnesota. The Company operates in one segment related to providing connectivity solutions – embedded components, external antennas, and integrated systems. The Company’s chief operating decision-maker is our chief executive officer, who reviews operating results on an aggregate basis and manages the Company’s operations as a single operating segment. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash Equivalents | Cash Equivalents Cash equivalents are comprised of short-term, highly liquid investments with maturities of 90 days or less at the date of purchase. The cash balances may, at times, exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $ 250,000 . |
Restricted cash | Restricted Cash As of December 31, 2022, the Company had $ 175,000 in cash on deposit to secure certain lease commitments; $ 80,000 of which short-term in nature and recorded in prepaid expenses and other current assets and $ 95,000 of which is restricted for more than twelve months and recorded in other assets in the Company’s consolidated balance sheet. As of December 31, 2021, the Company had $ 175,000 in cash on deposit to secure certain lease commitments; $ 40,000 of which is short-term in nature and recorded in prepaid expenses and other current assets and $ 135,000 of which is restricted for more than twelve months and recorded in other assets in the Company’s thereafter 2016 consolidated balance sheet. |
Trade Accounts Receivable | Trade Accounts Receivable We perform ongoing credit evaluations of our customers and assesses each customer’s credit worthiness. The policy for determining when receivables are past due or delinquent is based on the contractual terms agreed upon. We monitor collections and payments from our customers. Delinquent account balances are written after management has determined that the likelihood of collection is remote. An allowance for doubtful accounts is established when, in the opinion of management, collection of the account is doubtful. No allowance for doubtful accounts was recorded as of December 31, 2022 and 2021 . |
Inventory | Inventory As of April 2022, all of the Company’s products are manufactured by third parties that retain ownership of the inventory until title is transferred to the customer at the shipping point. In some situations, the Company retains ownership of inventory which is held in third-party contract manufacturing facilities. In certain instances, shipping terms are delivery-at-place and the Company is responsible for arranging transportation and delivery of goods ready for unloading at the named place. In those instances, the Company bears all risk involved in bringing the goods to the named place and records the related inventory in transit to the customer as inventory on the accompanying consolidated balance sheets. In the second quarter of 2022, the Company closed our facility located in Scottsdale, Arizona where certain of our products were previously manufactured. Inventory is stated at the lower of cost or net realizable value. For items manufactured by us, cost is determined using the weighted average cost method. For items manufactured by third parties, cost is determined using the first-in, first-out method (FIFO). Any adjustments to reduce the cost of inventories to their net realizable value are recognized in earnings in the current period. Write downs for excess and obsolete inventories are estimated based on product life cycles, quality issues, and historical experience and were $ 0.9 million and $ 47,000 as of December 31, 2022 and 2021 , respectively. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, generally three to ten years . The estimated useful lives for leasehold improvements are determined as either the estimated useful life of the asset or the lease term, whichever is shorter. Repairs and maintenance are expensed as incurred. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. When assets are disposed of (or otherwise sold), the cost and related accumulated depreciation are removed from the accounts and any gain or loss on the disposal of property and equipment is classified as other expense (income) in the Company's consolidated statement of operations. |
Goodwill | Goodwill Goodwill represents the excess of cost over fair value of net assets acquired. Goodwill is not amortized but is tested for impairment annually using either a qualitative assessment, and / or quantitative assessment, which is based on comparing the fair value of a reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, a goodwill impairment loss is recorded. We complete a goodwill impairment test as of December 31 each year or more frequently if we believe indicators of impairment exist. No impairment losses were recorded during the years ended December 31, 2022 and 2021 . |
Intangibles | Intangibles The Company’s identifiable intangible assets are comprised of acquired market-related intangibles, developed technologies, customer relationships and non-compete agreements. The cost of the identifiable intangible assets with finite lives is amortized on a straight-line basis over the assets’ respective estimated useful lives. The Company periodically re-evaluates the original assumptions and estimated lives of long-lived assets and finite-lived intangible assets. Long-lived assets and finite-lived intangibles are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an asset is considered to be impaired, the impairment recognized is equal to the amount by which the carrying value of the asset exceeds its fair value. No impairments were recorded during the year ended December 31, 2022 and 2021 . |
Business Combinations | Business Combinations We apply the provisions of Accounting Standards Codification (ASC) 805, Business Combinations, in accounting for our acquisitions. It requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed, at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net assets acquired and the liabilities assumed. While we use best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, as well as the contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. In addition, uncertain tax positions and tax-related valuation allowances assumed, if any, in connection with a business combination are initially estimated as of the acquisition date. The Company re-evaluates these items quarterly based upon facts and circumstances that existed as of the acquisition date with any adjustments to the preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the end of the measurement period or final determination of the estimated value of the tax allowance or contingency, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect the income tax provision (benefit) in the consolidated statements of operations and could have a material impact on the results of operations and financial position. |
Revenue Recognition | Revenue Recognition The Company generates revenue mainly from the sale of wireless connectivity solutions and technologies. A portion of revenue is generated from service agreements and data subscription plans with certain customers. The revenue generated from service agreements and data subscription plans is insignificant. The Company recognizes revenue to depict the transfer of control of the promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled for those goods or services. Control transfers to customers either when the products are shipped to or received by the customer, based on the terms of the specific agreement with the customer. Revenue from the NimbeLink data subscription plans is recognized over the period of the subscription. The Company records revenue based on a five-step model in accordance with ASC 606 whereby the company (i) identifies the contract(s) with the customer, (ii) identifies the performance obligations in the contract, (iii) determines the transaction price, (iv) allocates the transaction price to the performance obligation(s) in the contract and (v) recognizes the revenue when (as) the entity satisfies performance obligations. We only apply the five-step model when it is probable that we will collect substantially all of the consideration that we are entitled in exchange for the goods or services that we transfer to the customer. For product sales, each purchase order, along with existing customer agreements, when applicable, represents a contract from a customer and each product sold represents a distinct performance obligation. The contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Most of the Company’s revenue is recognized on a “point-in-time” basis when control passes to the customer. The revenue from service contracts is recognized either at a "point-in-time" or “over time” based on the terms and conditions in the contract. Revenue from data subscription plans relate to purchased asset trackers with activated data lines, through a third-party service provider. Subscription plans are recognized monthly. Service revenues are earned based on contractual milestones. Prepayments are recorded as deferred revenue (paid in advance) and recognized over service periods ranging from three (3) to eighteen (18) months. The Company offers return rights and/or pricing credits under certain circumstances. A reserve for potential rights of return of $ 0.3 million and $ 0.1 million was recorded as of December 31, 2022 and 2021, respectively. The Company's contracts with customers do not typically include extended payment terms. Payment terms may vary by contract and type of customer and generally range from 30 to 90 days from delivery. The Company provides assurance-type warranties on all product sales ranging from one to two years. The estimated warranty costs are accrued for at the time of sale based on historical warranty experience plus any known or expected changes in warranty exposure. The Company has recorded a warranty reserve of $ 0.2 million and $ 0.1 million as of December 31, 2022 and December 31, 2021, respectively. The Company has opted to not disclose the portion of revenues allocated to partially unsatisfied performance obligations, which represent products to be shipped within 12 months under open customer purchase orders, at the end of the current reporting period as allowed under ASC 606. The Company has also elected to record sales commissions when incurred, pursuant to the practical expedient under ASC 340, Other Assets and Deferred Costs, as the period over which the sales commission asset that would have been recognized is less than one year. There were no contract assets at December 31, 2022 and 2021. As of December 31, 2022, and 2021, the Company recorded $ 0.2 million and $ 0.1 million of contract liabilities, respectively. |
Shipping and Transportation Costs | Shipping and Transportation Costs Shipping and other transportation costs expensed as incurred were $ 0.5 million and $ 0.4 million for the years ended December 31, 2022 and 2021 , respectively. These costs are included in sales and marketing expenses in the accompanying consolidated statements of operations. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and were $ 0.5 million and $ 0.3 million for the years ended December 31, 2022 and 2021 , respectively. These costs are included in sales and marketing expenses in the accompanying consolidated statements of operations. |
Income Taxes | Income Taxes The Company records income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. When applicable a valuation allowance is established to reduce any deferred tax asset when we determine that it is more likely than not that some portion of the deferred tax asset will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in general and administrative expenses. |
Stock-Based Compensation | Stock-Based Compensation We recognize compensation costs related to stock options and restricted stock units granted to employees and directors based on the estimated fair value of the awards on the date of grant. We estimate the grant date fair value, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model. The grant date fair value of stock-based awards is expensed on a straight-line basis over the vesting period of the respective award. The assumptions used in the Black-Scholes option-pricing model are as follows: • Fair value of our common stock . The Company’s common stock is valued by reference to the publicly traded price of our common stock. • Expected term . The expected term represents the period of time stock-based awards are expected to be outstanding. • Expected weighted average volatility . From 2016 through 2017, the Company estimated expected volatility using weighted average historical volatilities of comparable publicly traded companies within our industry. From 2018 through 2021, the Company estimated expected volatility using our historical share prices along with volatilities of the selected comparable companies. Beginning 2022, we estimated expected volatility using solely our historical share price volatilities. • Risk-free interest rate . The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the expected term. • Expected dividend . The expected dividend is assumed to be zero as the Company has never paid dividends and have no current plans to pay any dividends. Compensation cost is expensed on a straight-line basis over the requisite service period of the entire reward. The Company recognizes forfeitures when incurred. |
Fair Value Measurements | Fair Value Measurements The carrying values of the Company’s financial instruments, including cash, trade accounts receivable, accounts payable, accrued liabilities and deferred purchase price obligations approximate their fair values due to the short maturity of these instruments. Fair value measurements are market-based measurements, not entity-specific measurements. Therefore, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. The Company follows a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below: • Level 1: Quoted prices in active markets for identical assets or liabilities. • Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets. Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable in active markets. |
Recently Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This standard changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. In December 2019, the FASB issued ASU 2019-10, Effective Dates which updated the effective dates of adoption of ASU 2016-13. ASU 2016-13 is effective, for Smaller Reporting Companies, for annual and interim periods in fiscal years beginning after December 15, 2022. Companies are required to adopt the standard using a modified retrospective adoption method. The Company does not expect the standard to have a significant impact on our financial statements, when adopted. In May 2019, the FASB issued ASU 2019-05, Financial Instruments-Credit Losses (Topic 326), Targeted Transition Relief, which provides entities that have certain instruments within the scope of ASC 326-20, Financial Instruments-Credit Losses-Measured at Amortized Cost, with an option to irrevocably elect the fair value option for eligible instruments. The effective date and transition methodology for this standard are the same as in ASU 2016-13. The Company expects this accounting standard option, if elected, will not have a significant impact on our financial statements, but we will continue to monitor any future impact. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Net Income or (Loss) Per Share | The following table presents the computation of net loss per share (in thousands, except per share data): For the Years Ended December 31, 2022 2021 Numerator: Net loss $ ( 8,659 ) $ ( 10,087 ) Denominator: Basic weighted average common shares outstanding 10,190 10,019 Diluted weighted average common shares outstanding 10,190 10,019 Net loss per share: Basic $ ( 0.85 ) $ ( 1.01 ) Diluted $ ( 0.85 ) $ ( 1.01 ) |
Summary of Potentially Dilutive Securities | Potentially dilutive securities (in common stock equivalent shares) not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in thousands): For the Years Ended December 31, 2022 2021 Stock options and restricted stock 1,903 1,175 Total common stock equivalent shares 1,903 1,175 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |
Summary of identifiable intangible assets and related expected lives for finite-lived intangible assets | The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets (in thousands): Category Estimated Fair value Finite-lived intangible assets Market-related intangibles 5 $ 1,700 Customer relationships 5 8,950 Developed technology 12 2,600 Covenants to non-compete 2 115 Indefinite-lived intangible assets In-process research and development N/A 700 Total identifiable intangible assets acquired $ 14,065 |
NimbeLink [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Summary of Fair Value of Purchase Consideration | The following table summarizes the fair value of purchase consideration to acquire NimbeLin k (in thousands): Cash $ 15,991 Deferred payments (1) 728 Contingent consideration (2) 5,986 Replacement options (3) 40 Total purchase consideration $ 22,745 (1) The fair value of the holdback payment was determined by discounting to present value, payments totaling $ 0.7 million expected to be made to NimbeLink fifteen months after the close of the transaction. (2) The fair value of contingent consideration is based on applying the Monte Carlo simulation method to forecast achievement under various contingent consideration events which may result in up to $ 8 million in payments subject to the acquired business’s satisfying certain revenue targets in 2021. Key inputs in the valuation include forecasted revenue, revenue volatility and discount rate. Underlying forecast mathematics were based on Geometric Brownian Motion in a risk-neutral framework and discounted back to the applicable period in which the accumulative thresholds were achieved at discount rates commensurate with the risk and expected payout term of the contingent consideration. (3) Represents the pre-combination stock compensation expense for replacement options issued to NimbeLink employees. |
Summary of Assets Acquired and Liabilities Assumed at Fair Value | The following is an allocation of purchase price as of the closing date based upon an estimate of the fair value of the assets acquired and liabilities assumed by the Company in the acquisition (in thousands): Cash $ 1,806 Accounts receivable 1,127 Inventory 1,671 Prepaids and other current assets 141 Property and equipment 151 Right of use assets 402 Other assets 194 Identified intangible assets 14,065 Accounts payable ( 654 ) Accrued compensation ( 139 ) Accrued expenses and other current liabilities ( 432 ) Short-term lease liabilities ( 78 ) Long-term lease liabilities ( 324 ) Deferred tax liabilities ( 2,330 ) Identifiable net assets acquired 15,600 Goodwill 7,145 Total purchase price $ 22,745 |
Summary of Unaudited Pro forma Revenue and Income (loss) | The following unaudited pro forma financial information presents the combined results of operations for each of the periods presented as if the NimbeLink acquisition had occurred at the beginning of 2020 (in thousands): For the Years Ended December 31, 2021 2020 Net revenue - pro forma combined $ 64,305 $ 60,994 Net loss - pro forma combined ( 10,088 ) ( 5,593 ) The following adjustments were included in the unaudited pro forma combined net revenues (in thousands): For the Years Ended December 31, 2021 2020 Net revenue $ 64,273 $ 48,502 Add: Net revenue - acquired businesses 32 12,492 Net revenues - pro-forma combined $ 64,305 $ 60,994 The following adjustments were included in the unaudited pro forma combined net income (loss) (in thousands): For the Years Ended December 31, 2021 2020 Net income (loss) $ ( 10,087 ) $ ( 3,279 ) Add: Results of operations of acquired business ( 310 ) 291 Less: pro forma adjustments Amortization of historical intangibles — 92 Amortization of acquired intangibles ( 38 ) ( 2,407 ) Inventory fair value adjustments 353 ( 353 ) Interest income ( 6 ) — Interest expense — 63 Net loss - pro forma combined $ ( 10,088 ) $ ( 5,593 ) |
Cash, Cash Equivalents and Sh_2
Cash, Cash Equivalents and Short-Term Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents and Short-Term Investments by Significant Investment Category | The following tables show the Company’s cash and cash equivalents by significant investment category (in thousands): December 31, 2022 Amortized Estimated fair value Cash and cash equivalents Cash $ 8,323 $ 8,323 $ 8,323 Level 1: Money market funds 3,580 3,580 3,580 Total $ 11,903 $ 11,903 $ 11,903 December 31, 2021 Amortized Estimated fair value Cash and cash equivalents Cash $ 3,702 $ 3,702 $ 3,702 Level 1: Money market funds 10,809 10,809 10,809 Total $ 14,511 $ 14,511 $ 14,511 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories are comprised of the following (in thousands): As of December 31, 2022 2021 Raw materials $ 1,060 $ 7,908 Finished goods 3,166 1,041 Total Inventory $ 4,226 $ 8,949 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | December 31, 2022 2021 Computers and software $ 703 $ 657 Furniture, fixtures, and equipment 409 398 Manufacturing and testing equipment 5,194 4,700 Construction in process 16 40 Leasehold improvements 848 932 Property and equipment, gross 7,170 6,727 Less accumulated depreciation ( 4,405 ) ( 4,029 ) Property and equipment, net $ 2,765 $ 2,698 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Change in the Carrying Amount of Goodwill | The change in the carrying amount of goodwill was as follows (in thousands): Goodwill as of December 31, 2020 $ 3,700 2021 NimbeLink acquisition goodwill 7,145 Goodwill as of December 31, 2021 $ 10,845 2022 Changes in goodwill — Goodwill as of December 31, 2022 $ 10,845 |
Summary of Acquired Intangible Assets | The following is a summary of the Company’s acquired intangible assets (dollars in thousands): December 31, 2022 Weighted average amortization period (in years) Gross carrying amount Accumulated amortization Net carrying amount Market related intangibles 5 $ 1,820 $ 795 $ 1,025 Customer relationships 7 13,780 6,720 7,060 Developed technologies 11 4,380 1,263 3,117 Covenants to non-compete 2 115 114 1 Total intangible assets, net $ 20,095 $ 8,892 $ 11,203 December 31, 2021 Weighted average amortization period (in years) Gross carrying amount Accumulated amortization Net carrying amount Market related intangibles 5 $ 1,820 $ 454 $ 1,366 Customer relationships 7 13,780 4,447 9,333 Developed technologies 11 4,380 908 3,472 Covenants to non-compete 2 115 57 58 Total intangible assets, net $ 20,095 $ 5,866 $ 14,229 Estimated annual amortization of intangible assets for the next five years and thereafter is shown in the following table (in thousands): |
Schedule of Estimated Annual Amortization of Intangible Assets | Estimated future amortization 2023 $ 2,969 2024 2,968 2025 2,958 2026 557 2027 356 Thereafter 1,395 Total $ 11,203 Actual amortization expense to be reported in future periods could differ from these estimates as a result of acquisitions, divestitures, and asset impairments, among other factors. |
Accrued Liabilities and Other (
Accrued Liabilities and Other (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Summary of Accrued Liabilities and Other | Accrued liabilities and other is comprised of the following (in thousands): As of December 31, 2022 2021 Accrued expenses $ 815 $ 1,277 VAT payable 339 339 Accrued income taxes 220 258 Advanced payments from contract manufacturers 210 682 Contract liabilities 32 79 Goods received not invoiced 529 30 Other current liabilities 524 168 Accrued liabilities and other $ 2,669 $ 2,833 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments Under Operating Leases | The table below presents aggregate future minimum pa yments due under leases, reconciled to lease liabilities included in the consolidated balance sheet as of December 31, 2022 (in thousands): 2023 $ 978 2024 904 2025 687 Total minimum payments 2,569 Less imputed interest ( 133 ) Less unrealized translation gain 4 Total lease liabilities 2,440 Less short-term lease liabilities ( 904 ) Long-term lease liability $ 1,536 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision (Benefit) | The income tax provision (benefit) is as follows (in thousands): For the Years Ended December 31, 2022 2021 Current: U.S. federal $ ( 13 ) $ — State and local 24 12 Foreign 43 218 Total current provision 54 230 Deferred: U.S. federal 10 ( 2,203 ) State and local 20 ( 76 ) Total deferred provision (benefit) 30 ( 2,279 ) Total tax provision $ 84 $ ( 2,049 ) |
Schedule of Reconciliation of Income Tax Provision to Statutory Federal Income Tax Rate | Reconciliations of the total income tax provision tax rate to the statutory federal income tax rate of 21 % for the years ended December 31, 2022 and 2021, respectively, are as follows (in thousands): For the Years Ended December 31, 2022 2021 Income taxes at statutory rates $ ( 1,802 ) $ ( 2,549 ) State income tax, net of federal benefit 44 ( 64 ) Permanent items 52 86 Equity based compensation 298 ( 364 ) Change in fair value of contingent consideration — 428 Federal research credits ( 374 ) ( 313 ) Federal return to provision ( 1 ) 73 Foreign taxes 43 218 Other 77 74 Change in federal valuation allowance 1,747 362 $ 84 $ ( 2,049 ) |
Deferred Income Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 5,374 $ 7,247 Research and AMT credits 3,742 3,365 Stock based compensation 1,891 1,360 Lease liability 611 746 Section 174 R&D Capitalization 2,319 — Accrued and other 1,100 506 15,037 13,224 Less valuation allowance ( 11,884 ) ( 9,452 ) Deferred tax assets, net of allowance 3,153 3,772 Deferred tax liabilities: Fixed assets ( 520 ) ( 449 ) Goodwill ( 418 ) ( 349 ) Right-of-use asset ( 556 ) ( 676 ) Intangible asset ( 1,798 ) ( 2,407 ) Deferred tax liabilities ( 3,292 ) ( 3,881 ) Total deferred tax liabilities $ ( 139 ) $ ( 109 ) We have established a valuation allowance against our net deferred tax assets due to the uncertainty surrounding the |
Summary of Reconciliation of Unrecognized Tax Benefit Activity | The following table summarizes the reconciliation of the unrecognized tax benefits activity during the years ended December 31 (in thousands): 2022 2021 Beginning unrecognized tax benefits $ 1,217 $ 879 Gross increases - tax positions in prior period ( 50 ) 178 Gross decreases – tax positions in prior period ( 9 ) — Gross increases - current year tax positions 147 123 Purchase accounting — 37 Ending unrecognized tax benefits $ 1,305 $ 1,217 The unrecognized tax benefit amounts are reflected in the determination of the Company’s deferred tax assets. If recognized, |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Class of Stock Disclosures [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | The following common stock is reserved for future issuance (1) (in thousands): As of December 31, 2022 2021 Stock options issued and outstanding 2,065 2,000 Stock awards issued and outstanding 581 — Authorized for grants under the 2016 Equity Incentive Plan (2) 507 332 Authorized for grants under the Inducement Plan (3) 294 81 Authorized for grants under the 2016 Employee Stock Purchase Plan (4) 378 326 3,825 2,739 (1) Treasury stock of 541,000 shares as of December 31, 2022 and 2021 are excluded from the table above. (2) On January 1, 2022, the number of authorized shares in the 2016 Plan increased by 404,000 shares pursuant to the evergreen provisions of the 2016 Equity Incentive Plan. (3) On February 5, 2021, 300,000 shares were authorized pursuant to the terms of the Inducement Plan. 227,300 shares were issued under the Inducement Plan during the year ended December 31, 2022 . (4) On January 1, 2022, the number of authorized shares in the 2016 Employee Stock Purchase Plan increased by 100,000 shares pursuant to the evergreen provisions of the 2016 Employee Stock Purchase Plan. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Weighted Average Assumptions Used in Estimating Fair Value of Stock Options | The grant-date fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The weighted average assumptions for grants during the years ended December 31, 2022 and 2021, are provided in the following table: For the Years Ended December 31, 2022 2021 Expected dividend yield 0 % 0 % Expected volatility 57.4 % 52.4 % Expected term (years) 5.6 5.6 Risk-free interest rate 4.6 % 0.7 % |
Summary of Outstanding Stock Option Activity | A summary of the Company’s stock option activity is as follows (shares in thousands): Weighted Average Number of Exercise Remaining contractual term (years) Aggregate Intrinsic Value (in thousands) Balance at December 31, 2021 2,000 $ 12.79 7.3 $ 2,246 Granted 451 $ 8.58 Exercised ( 9 ) $ 2.30 $ 59 Expired/Forfeited ( 377 ) $ 13.56 Balance at December 31, 2022 2,065 $ 11.78 6.7 $ 758 Vested and exercisable at December 31, 2022 1,370 $ 11.42 5.6 $ 758 Vested and expected to vest at December 31, 2022 2,065 $ 11.78 6.7 $ 758 |
Summary of Outstanding Restricted Stock Unit Activity | The following table summarizes the Company’s restricted stock unit activity (shares in thousands): Restricted Weighted average grant date fair value Balance at December 31, 2021 333 $ 17.55 Grants 294 $ 8.14 Vested and released ( 89 ) $ 17.43 Forfeited ( 94 ) $ 15.50 Balance at December 31, 2022 444 $ 11.78 |
Schedule Of Stock Based Compensation Expenses | Stock-based compensation is recorded in the consolidated statements of operations as follows (in thousands): For the Years Ended December 31, 2022 2021 Cost of goods sold $ 181 $ 3 Research and development 1,056 777 Sales and marketing 1,195 919 General and administrative 2,546 2,350 Total stock-based compensation expense $ 4,978 $ 4,049 |
Schedule of performance stock unit | The following table summarizes the Company's performance stock unit (PSU) activity during the period indicated (shares in thousands): Performance Weighted average grant date fair value Balance at December 31, 2021 — $ — Grants 137 $ 2.09 Vested and released — $ — Forfeited — $ — Balance at December 31, 2022 137 $ 2.09 |
Concentrations (Tables)
Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration of Sales and Accounts Receivable | For the Years Ended December 31, 2022 2021 Customer A 17 % 19 % Customer B 17 % 16 % Customer C 13 % 12 % Customer D 10 % 0 % The following represents customers that accounted for 10 % or more of total trade accounts receivable: As of December, 31 2022 2021 Customer A 21 % 11 % Customer B 15 % 7 % Customer C 12 % 29 % |
Summary Of Long Lived Assets By Geographical Region | The Company’s property and equipment, net by geographic region are as follows: As of December, 31 2022 2021 North America $ 2,469 $ 2,288 Asia Pacific (APAC) 138 217 Europe, Middle East and Africa (EMEA) 158 193 Property and equipment, net $ 2,765 $ 2,698 |
Disaggregated Revenues (Tables)
Disaggregated Revenues (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregated Revenues | Disaggregated revenues are as follows (in thousands): For the Years Ended December 31, 2022 2021 By Sales Channel: Distributors and resellers $ 35,640 $ 38,833 Direct and other 21,496 16,222 OEM/ODM/Contract manufacturer 18,759 9,218 Total sales $ 75,895 $ 64,273 By Market Group: Consumer $ 25,793 $ 26,275 Enterprise 34,533 27,379 Automotive 15,569 10,619 Total sales $ 75,895 $ 64,273 By Geography: North America $ 45,678 $ 34,301 China (including Hong Kong and Taiwan) 28,086 27,381 Rest of the world 2,131 2,591 Total sales $ 75,895 $ 64,273 |
Description of Business and B_2
Description of Business and Basis of Presentation - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) Segment d | Dec. 31, 2021 USD ($) | |
Significant Accounting Policies [Line Items] | ||
Number of operating segments | Segment | 1 | |
Cost of Revenue | $ 47,923,000 | $ 39,666,000 |
Provision for excess and obsolete inventories | 900,000 | 47,000 |
Restricted cash | 175,000 | 175,000 |
Restricted cash -short term | 80,000 | 40,000 |
Prepaid expenses and other current assets | 2,284,000 | 1,272,000 |
Restricted cash -long term | 95,000 | 135,000 |
Allowance for doubtful trade accounts receivable | 0 | 0 |
Goodwill impairment | 0 | 0 |
Impairment of intangible assets | 0 | 0 |
Reserve For Pricing Credits And Rights Of Return | 300,000 | 100,000 |
Contract asset | 0 | 0 |
Contract liability | 200,000 | 100,000 |
Shipping and other transportation costs | 500,000 | 400,000 |
Advertising costs | 500,000 | 300,000 |
Warranty Reserves [Member] | ||
Significant Accounting Policies [Line Items] | ||
Estimated warranty costs | $ 200,000 | $ 100,000 |
Minimum [Member] | ||
Significant Accounting Policies [Line Items] | ||
Deferred revenue recognition period | 3 months | |
Revenue Recognition Payment Terms | d | 30 | |
Property and equipment, estimated useful life | 3 years | |
Maximum [Member] | ||
Significant Accounting Policies [Line Items] | ||
Cash, FDIC Insured Amount | $ 250,000 | |
Deferred revenue recognition period | 18 months | |
Revenue Recognition Payment Terms | d | 90 | |
Property and equipment, estimated useful life | 10 years |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Computation of Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (8,659) | $ (10,087) | $ (3,279) |
Weighted Average Number of Shares Outstanding, Basic | 10,190 | 10,019 | |
Weighted Average Number of Shares Outstanding, Diluted | 10,190 | 10,019 | |
Basic | $ (0.85) | $ (1.01) | |
Diluted | $ (0.85) | $ (1.01) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Potentially Dilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Options and Restricted Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in the calculation of diluted net loss per share | 1,903 | 1,175 |
Total common stock equivalent shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in the calculation of diluted net loss per share | 1,903 | 1,175 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Jan. 07, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2022 | ||
Business Acquisition [Line Items] | ||||||
Deferred payments | $ 600 | |||||
Change in fair value of contingent consideration | $ 0 | $ 2,040 | ||||
Business Combination, Contingent Consideration | $ 8,000 | |||||
Goodwill | 10,845 | 10,845 | $ 3,700 | |||
Enterprise revenue from NimbeLink | (8,659) | (10,087) | $ (3,279) | |||
NimbeLink | ||||||
Business Acquisition [Line Items] | ||||||
Cash purchase price prior to customary adjustments | $ 15,000 | |||||
Other Customary Adjustments | 1,000 | |||||
Deferred payments | [1] | $ 728 | ||||
Change in fair value of contingent consideration | 2,000 | |||||
Business Combination, Contingent Consideration | 8,000 | |||||
IPR&D Projects Estimated Life | 12 years | |||||
Purchase price allocation, inventory step-up | 400 | |||||
Goodwill | $ 7,145 | $ 7,100 | ||||
Enterprise revenue from NimbeLink | $ 700 | |||||
NimbeLink | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, consideration transferred, contingent considerations | $ 8,000 | |||||
[1] The fair value of the holdback payment was determined by discounting to present value, payments totaling $ 0.7 million expected to be made to NimbeLink fifteen months after the close of the transaction. |
Business Combinations - Summary
Business Combinations - Summary of Fair Value of Purchase Consideration (Details) - USD ($) $ in Thousands | Apr. 30, 2022 | Jan. 07, 2021 | |
Business Acquisition [Line Items] | |||
Deferred payments | $ 600 | ||
NimbeLink [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 15,991 | ||
Deferred payments | [1] | 728 | |
Contingent consideration | [2] | 5,986 | |
Replacement options | [3] | 40 | |
Total purchase consideration | $ 22,745 | ||
[1] The fair value of the holdback payment was determined by discounting to present value, payments totaling $ 0.7 million expected to be made to NimbeLink fifteen months after the close of the transaction. The fair value of contingent consideration is based on applying the Monte Carlo simulation method to forecast achievement under various contingent consideration events which may result in up to $ 8 million in payments subject to the acquired business’s satisfying certain revenue targets in 2021. Key inputs in the valuation include forecasted revenue, revenue volatility and discount rate. Underlying forecast mathematics were based on Geometric Brownian Motion in a risk-neutral framework and discounted back to the applicable period in which the accumulative thresholds were achieved at discount rates commensurate with the risk and expected payout term of the contingent consideration. Represents the pre-combination stock compensation expense for replacement options issued to NimbeLink employees. |
Business Combinations - Summa_2
Business Combinations - Summary of Fair Value of Purchase Consideration (Parenthetical) (Details) - USD ($) $ in Thousands | Apr. 30, 2022 | Jan. 07, 2021 | |
Business Combination [Line Items] | |||
Deferred payments | $ 600 | ||
NimbeLink [Member] | |||
Business Combination [Line Items] | |||
Deferred payments | [1] | $ 728 | |
Contingent consideration | [2] | 5,986 | |
NimbeLink [Member] | Maximum [Member] | |||
Business Combination [Line Items] | |||
Contingent consideration | $ 8,000 | ||
[1] The fair value of the holdback payment was determined by discounting to present value, payments totaling $ 0.7 million expected to be made to NimbeLink fifteen months after the close of the transaction. The fair value of contingent consideration is based on applying the Monte Carlo simulation method to forecast achievement under various contingent consideration events which may result in up to $ 8 million in payments subject to the acquired business’s satisfying certain revenue targets in 2021. Key inputs in the valuation include forecasted revenue, revenue volatility and discount rate. Underlying forecast mathematics were based on Geometric Brownian Motion in a risk-neutral framework and discounted back to the applicable period in which the accumulative thresholds were achieved at discount rates commensurate with the risk and expected payout term of the contingent consideration. |
Business Combinations - Summa_3
Business Combinations - Summary of Assets Acquired and Liabilities Assumed at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 07, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 10,845 | $ 10,845 | $ 3,700 | |
NimbeLink [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 1,806 | |||
Accounts receivable | 1,127 | |||
Inventory | 1,671 | |||
Prepaid and other current assets | 141 | |||
Property and equipment | 151 | |||
Right of use assets | 402 | |||
Other assets | 194 | |||
Identified intangible assets | 14,065 | |||
Accounts payable | (654) | |||
Accrued compensation | (139) | |||
Accrued expenses and other current liabilities | (432) | |||
Short-term lease liabilities | (78) | |||
Long-term lease liabilities | (324) | |||
Deferred tax liabilities | (2,330) | |||
Identifiable net assets acquired | 15,600 | |||
Goodwill | $ 7,100 | 7,145 | ||
Total purchase consideration | $ 22,745 |
Business Combinations - Summa_4
Business Combinations - Summary of Identifiable Intangible Assets and Related Expected Lives for Finite-lived Intangible Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Indefinite-Lived Intangible Assets Acquired | $ 14,065 |
Market related intangibles | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, fair value | $ 1,700 |
Finite-lived intangible assets, Estimated life in years | 5 years |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, fair value | $ 8,950 |
Finite-lived intangible assets, Estimated life in years | 5 years |
Developed technologies | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, fair value | $ 2,600 |
Finite-lived intangible assets, Estimated life in years | 12 years |
Covenants to non-compete | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, fair value | $ 115 |
Finite-lived intangible assets, Estimated life in years | 2 years |
In-process research and development | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Indefinite-Lived Intangible Assets Acquired | $ 700 |
Business Combinations - Summa_5
Business Combinations - Summary of Unaudited Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Net loss - pro forma combined | $ (10,088) | $ (5,593) |
NimbeLink [Member] | ||
Business Acquisition [Line Items] | ||
Net revenue - pro forma combined | 64,305 | 60,994 |
Net loss - pro forma combined | $ (10,088) | $ (5,593) |
Business Combinations - Summa_6
Business Combinations - Summary of Adjustments in Unaudited Pro Forma Combined Net Revenues (Details) - NimbeLink [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Net revenue | $ 64,273 | $ 48,502 |
Add: Net revenue - acquired businesses | 32 | 12,492 |
Net revenue - pro forma combined | $ 64,305 | $ 60,994 |
Business Combinations - Summa_7
Business Combinations - Summary of Adjustments in Unaudited Pro Forma Combined Net Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | |||
Net loss | $ (8,659) | $ (10,087) | $ (3,279) |
Add: Results of operations of acquired business | (310) | 291 | |
Less: pro forma adjustments | |||
Amortization of historical intangibles | 0 | 92 | |
Amortization of acquired intangibles | (38) | (2,407) | |
Inventory fair value adjustments | 353 | (353) | |
Interest income | (6) | 0 | |
Interest expense | 0 | 63 | |
Net loss - pro forma combined | $ (10,088) | $ (5,593) |
Cash, Cash Equivalents and Sh_3
Cash, Cash Equivalents and Short-Term Investments - Schedule of Cash and Cash Equivalents and Short-term Investments by Significant Investment Category (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Cash And Cash Equivalents And Short Term Investments [Line Items] | ||
Cash | $ 8,323 | $ 3,702 |
Cash and cash equivalents and Short term investments, Amortized cost | 11,903 | 14,511 |
Cash and cash equivalents | 11,903 | 14,511 |
Money Market Funds | Level 1 | ||
Cash And Cash Equivalents And Short Term Investments [Line Items] | ||
Cash equivalents | $ 3,580 | $ 10,809 |
Inventory - Schedule of invento
Inventory - Schedule of inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory, Net [Abstract] | ||
Raw materials | $ 1,060 | $ 7,908 |
Finished goods | 3,166 | 1,041 |
Total Inventory | $ 4,226 | $ 8,949 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Inventory on consignment -Raw Materials | $ 0.6 | $ 3.8 |
Inventory on consignment -Finished Goods | $ 2.3 | $ 0.4 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | ||
Depreciation expense | $ 675 | $ 546 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 7,170 | $ 6,727 |
Less accumulated depreciation | (4,405) | (4,029) |
Property and equipment, net | 2,765 | 2,698 |
Computers and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 703 | 657 |
Furniture, Fixtures, and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 409 | 398 |
Manufacturing and Testing Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 5,194 | 4,700 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 16 | 40 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 848 | $ 932 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Change in the Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, Beginning Balance | $ 10,845 | $ 3,700 |
Changes in goodwill | 0 | 7,145 |
Goodwill, Ending Balance | $ 10,845 | $ 10,845 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 20,095 | $ 20,095 |
Accumulated amortization | 8,892 | 5,866 |
Total | $ 11,203 | $ 14,229 |
Market related intangibles | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted average amortization period (years) | 5 years | 5 years |
Gross carrying amount | $ 1,820 | $ 1,820 |
Accumulated amortization | 795 | 454 |
Total | $ 1,025 | $ 1,366 |
Customer relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted average amortization period (years) | 7 years | 7 years |
Gross carrying amount | $ 13,780 | $ 13,780 |
Accumulated amortization | 6,720 | 4,447 |
Total | $ 7,060 | $ 9,333 |
Developed technologies | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted average amortization period (years) | 11 years | 11 years |
Gross carrying amount | $ 4,380 | $ 4,380 |
Accumulated amortization | 1,263 | 908 |
Total | $ 3,117 | $ 3,472 |
Covenants to non-compete | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted average amortization period (years) | 2 years | 2 years |
Gross carrying amount | $ 115 | $ 115 |
Accumulated amortization | 114 | 57 |
Total | $ 1 | $ 58 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Estimated Annual Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 2,969 | |
2024 | 2,968 | |
2025 | 2,958 | |
2026 | 557 | |
2027 | 356 | |
Thereafter | 1,395 | |
Total | $ 11,203 | $ 14,229 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization | $ 3,026 | $ 3,004 |
Accrued Liabilities and Other -
Accrued Liabilities and Other - Summary of Accrued Liabilities and Other (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Accrued expenses | $ 815 | $ 1,277 |
VAT payable | 339 | 339 |
Accrued income taxes | 220 | 258 |
Advanced payments from contract manufacturers | 210 | 682 |
Contract liabilities | 32 | 79 |
Goods received not invoiced | 529 | 30 |
Other current liabilities | 524 | 168 |
Accrued liabilities and other | $ 2,669 | $ 2,833 |
Long-term Notes Payable and L_2
Long-term Notes Payable and Line of Credit - Additional Information (Details) - USD ($) | 1 Months Ended | ||
Jan. 07, 2021 | Feb. 18, 2022 | Dec. 31, 2022 | |
Revolving Credit Facility | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility interest rate description | The line of credit bore an interest rate of WSJ prime (currently 7.5%) plus 1.75%. | ||
Line of credit | $ 4,000,000 | $ 0 | |
Line of credit facility borrowing base limitation percentage of eligible receivables | 80% | ||
Line of Credit Facility, Commitment Fee Amount | $ 15,000 | ||
Domestic Line of Credit [Member] | Line of Credit [Member] | Prime Rate [Member] | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility interest rate description | prime rate plus 1%, payable monthly | ||
Domestic Line of Credit [Member] | Revolving Credit Facility | NimbeLink [Member] | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility allowable amount | $ 1,500,000 | ||
Line Of Credit Facility Aggregate Eligible Accounts Percentage | 80% | ||
Line Of Credit Facility Net Allowance Percentage | 10% | ||
Line Of Credit Facility Raw Materials And Finished Goods Percentage | 25% | ||
Line Of Credit Facility Reserve For Excess And Obsolete Inventory Percentage | 10% |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Leased right-of-use assets | $ 2,217 | $ 2,777 | |
Operating lease liability | $ 2,440 | ||
Lessee operating lease description | The practical expedients did not require the Company to reassess (i) whether expired or existing contracts contained leases, (ii) lease classification for expired or existing leases and (iii) previously capitalized initial direct costs. | ||
Operating lease option to extend | 5 years | ||
Operating lease weighted average discount rate percent | 3.90% | 3.60% | |
Operating lease weighted average remaining lease term | 2 years 8 months 12 days | 3 years 8 months 12 days | |
Operating lease cost | $ 1,000 | $ 1,400 | |
Short-term leases expense | $ 200 | $ 100 | |
Short-term lessee operating lease term of contract | 12 months or less | ||
ASC 842 [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Leased right-of-use assets | $ 3,200 | ||
Operating lease liability | $ 3,500 | ||
Office Warehouse And Test House [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lease expiration date | Dec. 31, 2025 | ||
Maximum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease term of contract | 5 years | ||
Minimum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease term of contract | 2 years |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments on Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 978 | |
2024 | 904 | |
2025 | 687 | |
Total minimum payments | 2,569 | |
Less imputed interest | (133) | |
Less unrealized translation gain | 4 | |
Total lease liabilities | 2,440 | |
Less short-term lease liabilities | (904) | $ (841) |
Long-term lease liabilities | $ 1,536 | $ 2,221 |
Treasury Stock - Additional Inf
Treasury Stock - Additional Information (Details) - Common Stock - Share Repurchase Program September 9, 2019 - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2019 | |
Equity Class Of Treasury Stock [Line Items] | ||
Stock repurchase, shares | 541,000 | |
Stock repurchase, cost | $ 5.4 | |
Maximum | ||
Equity Class Of Treasury Stock [Line Items] | ||
Stock approved for repurchase, value | $ 7 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
U.S. federal | $ (13) | $ 0 |
State and local | 24 | 12 |
Foreign | 43 | 218 |
Total current provision | 54 | 230 |
Deferred: | ||
U.S. federal | 10 | (2,203) |
State and local | 20 | (76) |
Total deferred provision (benefit) | 30 | (2,279) |
Total tax provision | $ 84 | $ (2,049) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | |
Income Taxes [Line Items] | |||
U.S. federal statutory tax rate | 21% | 21% | |
Valuation allowance | $ 11,884,000 | $ 9,452,000 | |
Increase in valuation allowance | 2,400,000 | ||
Unrecognized tax benefit that would impact effective tax rate, if recognized | 120,000 | ||
Income tax interest and penalties accrued | 100,000 | $ 100,000 | |
Federal | |||
Income Taxes [Line Items] | |||
Net operating loss carry forwards | $ 21,600,000 | ||
Net operating loss carryforwards begin to expire | 2029 | ||
Post 2018 operating loss carryforward available to offset future taxable income | $ 10,200,000 | ||
Percentage of future taxable income offset by operating loss carryforward | 80% | ||
Tax credit carry forwards | $ 2,000,000 | ||
Tax credit carry forwards, expire period | 2026 | ||
State | |||
Income Taxes [Line Items] | |||
Net operating loss carry forwards | $ 9,600,000 | ||
Net operating loss carryforwards begin to expire | 2026 | ||
Tax credit carry forwards | $ 1,700,000 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax Provision to Statutory Federal Income Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Income taxes at statutory rates | $ (1,802) | $ (2,549) |
State income tax, net of federal benefit | 44 | (64) |
Permanent items | 52 | 86 |
Equity based compensation | (298) | (364) |
Change in fair value of contingent consideration | 0 | 428 |
Federal research credits | (374) | (313) |
Federal return to provision | (1) | 73 |
Foreign taxes | 43 | 218 |
Other | 77 | 74 |
Change in federal valuation allowance | 1,747 | 362 |
Total tax provision | $ 84 | $ (2,049) |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 5,374 | $ 7,247 |
Research and AMT credits | 3,742 | 3,365 |
Stock based compensation | 1,891 | 1,360 |
Lease Liability | 611 | 746 |
Section 174 R&D Capitalization | 2,319 | 0 |
Accrued and other | 1,100 | 506 |
Deferred Tax Assets, Gross | 15,037 | 13,224 |
Less valuation allowance | (11,884) | (9,452) |
Deferred tax assets, net of allowance | 3,153 | 3,772 |
Deferred tax liabilities: | ||
Fixed assets | (520) | (449) |
Goodwill | (418) | (349) |
Right-of-use asset | (556) | (676) |
Intangible asset | (1,798) | (2,407) |
Deferred tax liabilities | (3,292) | (3,881) |
Total deferred tax liabilities | $ (139) | $ (109) |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Unrecognized Tax Benefit Activity (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Beginning unrecognized tax benefits | $ 1,217 | $ 879 |
Gross increases - tax positions in prior period | 50 | 178 |
Gross decreases-tax positions in prior period | (9) | 0 |
Gross increases - current year tax positions | 147 | 123 |
Purchase accounting | 0 | 37 |
Ending unrecognized tax benefits | $ 1,305 | $ 1,217 |
Stockholders Equity (Additional
Stockholders Equity (Additional Information) (Details) | Dec. 31, 2022 shares |
NimbeLink | 2016 Equity Incentive Plan | |
Class of Stock [Line Items] | |
Shares available for grant assumed by business acquirer | 22,871 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Reserved for Future Issuance (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | |||
Common stock, reserved for future issuance | 3,825,000 | 2,739,000 | |
Stock options issued and outstanding [Member] | |||
Class Of Stock [Line Items] | |||
Common stock, reserved for future issuance | 2,065,000 | 2,000,000 | |
Stock awards issued and outstanding [Member] | |||
Class Of Stock [Line Items] | |||
Common stock, reserved for future issuance | 581,000 | 0 | |
Authorized for Grants under the 2016 Equity Incentive Plan | |||
Class Of Stock [Line Items] | |||
Common stock, reserved for future issuance | [1] | 507,000 | 332,000 |
Authorized for grants under the 2016 Employee Stock Purchase Plan | |||
Class Of Stock [Line Items] | |||
Common stock, reserved for future issuance | [2] | 378,000 | 326,000 |
2021 Inducement Plan | |||
Class Of Stock [Line Items] | |||
Common stock, reserved for future issuance | [3] | 294,000 | 81,000 |
[1] On January 1, 2022, the number of authorized shares in the 2016 Plan increased by 404,000 shares pursuant to the evergreen provisions of the 2016 Equity Incentive Plan. On January 1, 2022, the number of authorized shares in the 2016 Employee Stock Purchase Plan increased by 100,000 shares pursuant to the evergreen provisions of the 2016 Employee Stock Purchase Plan. On February 5, 2021, 300,000 shares were authorized pursuant to the terms of the Inducement Plan. 227,300 shares were issued under the Inducement Plan during the year ended December 31, 2022 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Common Stock Reserved for Future Issuance (Parenthetical) (Details) - shares | 12 Months Ended | |||
Jan. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 05, 2021 | |
Class Of Stock [Line Items] | ||||
Treasury stock, shares at cost | 541,000 | 541,000 | ||
2016 Equity Incentive Plan | ||||
Class Of Stock [Line Items] | ||||
Number of authorized shares increased | 404,000,000 | |||
2016 Employee Stock Purchase Plan | ||||
Class Of Stock [Line Items] | ||||
Number of authorized shares increased | 100,000,000 | |||
Inducement Plan | ||||
Class Of Stock [Line Items] | ||||
Number of authorized shares | 300,000 | |||
Number of shares issued | 227,300 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Proceeds from exercise of stock options | $ 21,000 | $ 2,500,000 | ||
Intrinsic value of stock options exercised | 59,000 | |||
Stock-based compensation | $ 4,978,000 | $ 4,049,000 | ||
Common stock, reserved for future issuance | 3,825,000 | 2,739,000 | ||
Weighted average grant-date fair value of options granted | $ 4.58 | $ 9.86 | ||
Stock options expected to vest aggregate intrinsic value | $ 758,000 | |||
Grant date fair value of shares vested | 3,400,000 | $ 1,900,000 | ||
Share-based compensation expense -Share-Settled Obligation | $ 900,000 | |||
Employee Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Offering period of employee stock purchase plan | 6 months | |||
Limited percentage of annual contribution | 20% | |||
Percentage of discount and fair value of option | 15% | |||
Proceeds from stock issued during period | $ 400,000 | $ 300,000 | ||
Number of stock issued during period | 47,852 | 27,300 | ||
Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total unrecognized compensation cost | $ 3,800,000 | |||
Total unrecognized compensation cost, period for recognition | 2 years 9 months 18 days | |||
Restricted stock units, Grants | 294,000 | |||
Restricted stock units, Vested | 89,000 | |||
Weighted average grant date fair value, Grants | $ 8.14 | |||
Restricted stock units, vesting period description | fully vest on the one year anniversary of the grant date. Employees were granted 274,837 | vest equally after each of the annual anniversaries over a four-year period. | ||
Restricted Stock Units | Employees | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Restricted stock units, Vested | 274,837 | 247,200 | ||
Weighted average grant date fair value, Grants | $ 8.05 | $ 20.56 | ||
Restricted stock units, vesting period | 4 years | |||
Employee Stock Option | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total unrecognized compensation cost | $ 3,700,000 | $ 5,500,000 | ||
Total unrecognized compensation cost, period for recognition | 2 years 6 months | |||
Performance Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total unrecognized compensation cost | $ 300,000 | |||
Restricted stock units, Grants | 137,000 | |||
Restricted stock units, Vested | 0 | |||
Weighted average grant date fair value, Grants | $ 2.09 | |||
Description of performance stock unit | Service as well as market and performance conditions determine the number of PSUs that the holder will earn from 0% to 150% of the target number of shares. The percentage received is based on the Company common stock price targets over a three-year service period. Additionally, the Company must achieve or exceed 75% of the year to date revenue target measured at the end of the quarter in which the price target is achieved. The market conditions have not currently been met. | |||
Weighted average remaining contractual term | 2 years 3 months 18 days | |||
Non-Employee Board of Directors | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of stock option value awarded per year -Chairperson | $ 30,000 | |||
Non-Employee Board of Directors | Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of restricted stock units value awarded per year -Chairperson | $ 30,000 | |||
Board of Directors | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of stock option value awarded per year -Chairperson | $ 45,000 | |||
Board of Directors | Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of restricted stock units value awarded per year -Chairperson | $ 45,000 | |||
Restricted stock units, Grants | 19,098 | 10,500 | ||
Weighted average grant date fair value, Grants | $ 9.46 | $ 22.51 | ||
Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Service period for stock options granted to employees | 1 year | |||
Minimum [Member] | Restricted Stock Units | Employees | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Restricted stock units, vesting period description | vest equally after each of the annual anniversaries over a three to four year period. | |||
Restricted stock units, vesting period | 3 years | |||
Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Service period for stock options granted to employees | 4 years | |||
Maximum [Member] | Employee Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Purchase price percentage of market value of common stock | 85% | |||
Maximum [Member] | Restricted Stock Units | Employees | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Restricted stock units, vesting period | 4 years | |||
Authorized for Grants under the 2016 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock, reserved for future issuance | [1] | 507,000 | 332,000 | |
[1] On January 1, 2022, the number of authorized shares in the 2016 Plan increased by 404,000 shares pursuant to the evergreen provisions of the 2016 Equity Incentive Plan. |
Stock Based Compensation - Weig
Stock Based Compensation - Weighted Average Assumptions Used in Estimating Fair Value of Stock Options (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based compensation arrangement by share-based payment award, Fair value assumptions and methodology | ||
Expected dividend yield | 0% | 0% |
Expected volatility | 57.40% | 52.40% |
Expected term (years) | 5 years 7 months 6 days | 5 years 7 months 6 days |
Risk-free interest rate | 4.60% | 0.70% |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Outstanding Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of shares, Beginning balance | 2,000,000 | |
Number of shares, Granted | 451,000 | |
Number of shares, Exercised | (9,000) | |
Number of shares, Expired/Forfeited | (377,000) | |
Number of shares, Ending balance | 2,065,000 | 2,000,000 |
Number of shares, Vested and exercisable | 1,370,000 | |
Number of shares, Vested and expected to vest | 2,065,000 | |
Weighted average exercise price, Beginning balance | $ 12.79 | |
Weighted average exercise price, Granted | 8.58 | |
Weighted average exercise price, Exercised | 2.30 | |
Weighted average exercise price, Expired/Forfeited | 13.56 | |
Weighted average exercise price, Ending balance | 11.78 | $ 12.79 |
Weighted average exercise price, Vested and exercisable | 11.42 | |
Weighted average exercise price, Vested and expected to vest | $ 11.78 | |
Weighted average remaining contractual term | 6 years 8 months 12 days | 7 years 3 months 18 days |
Weighted average remaining contractual term, Vested and exercisable | 5 years 7 months 6 days | |
Weighted average remaining contractual term, Vested and expected to vest | 6 years 8 months 12 days | |
Aggregate intrinsic value, Beginning Balance | $ 2,246 | |
Intrinsic value of stock options exercised | 59 | |
Aggregate Intrinsic Value, Ending Balance | 758 | $ 2,246 |
Aggregate intrinsic value vested and exercisable | 758 | |
Stock options expected to vest aggregate intrinsic value | $ 758 |
Stock Based Compensation - Su_2
Stock Based Compensation - Summary of Outstanding Restricted Stock Unit Activity (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Restricted stock units, Beginning balance | shares | 333 |
Restricted stock units, Grants | shares | 294 |
Restricted stock units, Vested and released | shares | (89) |
Forfeited | shares | 94 |
Restricted stock units, Ending balance | shares | 444 |
Weighted average grant date fair value, Beginning balance | $ / shares | $ 17.55 |
Weighted average grant date fair value, Grants | $ / shares | 8.14 |
Weighted average grant date fair value, Vested | $ / shares | 17.43 |
Weighted Average Grant Date Fair Value Forfeited | $ / shares | 15.50 |
Weighted average grant date fair value, Ending balance | $ / shares | $ 11.78 |
Performance Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Restricted stock units, Beginning balance | shares | 0 |
Restricted stock units, Grants | shares | 137 |
Restricted stock units, Vested and released | shares | 0 |
Forfeited | shares | 0 |
Restricted stock units, Ending balance | shares | 137 |
Weighted average grant date fair value, Beginning balance | $ / shares | $ 0 |
Weighted average grant date fair value, Grants | $ / shares | 2.09 |
Weighted average grant date fair value, Vested | $ / shares | 0 |
Weighted Average Grant Date Fair Value Forfeited | $ / shares | 0 |
Weighted average grant date fair value, Ending balance | $ / shares | $ 2.09 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule Of Stock Based Compensation Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based payment arrangement, expense | $ 4,978 | $ 4,049 |
Cost of goods sold | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based payment arrangement, expense | 181 | 3 |
Research and development | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based payment arrangement, expense | 1,056 | 777 |
Sales and marketing | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based payment arrangement, expense | 1,195 | 919 |
General and administrative | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based payment arrangement, expense | $ 2,546 | $ 2,350 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Sep. 09, 2020 | Sep. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitment And Contingencies [Line Items] | ||||
Warranty expense reserve | $ 0.2 | |||
Supply Agreement | ||||
Commitment And Contingencies [Line Items] | ||||
Payments for inventory | $ 2 | |||
Lease expiration date | Dec. 31, 2022 | |||
Supply Agreement | Maximum [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Purchase of inventory | $ 2 |
Concentrations - Additional Inf
Concentrations - Additional Information (Details) - Customer Concentration Risk - Major Customers | 12 Months Ended |
Dec. 31, 2022 | |
Net Revenue | |
Concentration Risk [Line Items] | |
Concentration risk percentage | 10% |
Trade Accounts Receivable | |
Concentration Risk [Line Items] | |
Concentration risk percentage | 10% |
Concentrations - Schedule of Co
Concentrations - Schedule of Concentration of Sales and Accounts Receivable (Details) - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net Revenue | Customer A | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 17% | 19% |
Net Revenue | Customer B | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 17% | 16% |
Net Revenue | Customer C | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 13% | 12% |
Net Revenue | Customer D | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10% | 0% |
Trade Accounts Receivable | Customer A | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 21% | 11% |
Trade Accounts Receivable | Customer B | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 15% | 7% |
Trade Accounts Receivable | Customer C | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 12% | 29% |
Concentrations - Schedule Of Lo
Concentrations - Schedule Of Long Lived Assets By Geographical Region (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 2,765 | $ 2,698 |
North America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 2,469 | 2,288 |
Asia Pacific (APAC) | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 138 | 217 |
Europe, Middle East and Africa (EMEA) | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 158 | $ 193 |
Disaggregated Revenues - Summar
Disaggregated Revenues - Summary of Disaggregated Revenues By Sales Channel (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Disaggregated revenues | $ 75,895 | $ 64,273 |
Distributors and resellers | ||
Disaggregation Of Revenue [Line Items] | ||
Disaggregated revenues | 35,640 | 38,833 |
OEM/ODM/Contract Manufacturer | ||
Disaggregation Of Revenue [Line Items] | ||
Disaggregated revenues | 18,759 | 9,218 |
Other | ||
Disaggregation Of Revenue [Line Items] | ||
Disaggregated revenues | $ 21,496 | $ 16,222 |
Disaggregated Revenues - Summ_2
Disaggregated Revenues - Summary of Disaggregated Revenues By Market Group (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Sales | $ 75,895 | $ 64,273 |
Consumer | ||
Disaggregation of Revenue [Line Items] | ||
Sales | 25,793 | 26,275 |
Enterprise | ||
Disaggregation of Revenue [Line Items] | ||
Sales | 34,533 | 27,379 |
Automotive | ||
Disaggregation of Revenue [Line Items] | ||
Sales | $ 15,569 | $ 10,619 |
Disaggregated Revenues - Summ_3
Disaggregated Revenues - Summary of Disaggregated Revenues By Geography (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Disaggregated revenues | $ 75,895 | $ 64,273 |
China including Hong Kong and Taiwan | ||
Disaggregation Of Revenue [Line Items] | ||
Disaggregated revenues | 28,086 | 27,381 |
North America | ||
Disaggregation Of Revenue [Line Items] | ||
Disaggregated revenues | 45,678 | 34,301 |
Rest of the world | ||
Disaggregation Of Revenue [Line Items] | ||
Disaggregated revenues | $ 2,131 | $ 2,591 |
Disaggregated Revenues - Additi
Disaggregated Revenues - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 75,895 | $ 64,273 |
United States | NimbeLink [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 45,300 | $ 33,600 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - 401 K - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Employers matching contribution, annual vesting percentage | 20% | |
Employer matching contribution, percent of match | 100% | |
Employer discretionary contribution amount | $ 0 | |
Maximum annual contributions percentage per employee that is matched by employer | 4% | |
Contribution expense | $ 300 | $ 300 |