Document and Entity Information
Document and Entity Information - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 04, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | IOTS | ||
Entity Registrant Name | ADESTO TECHNOLOGIES CORP | ||
Entity Central Index Key | 0001395848 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Common Stock, Shares Outstanding | 29,644,787 | ||
Entity Listing, Par Value Per Share | $ 0.0001 | ||
Entity Public Float | $ 152.1 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 8,630 | $ 30,078 |
Restricted cash | 458 | |
Accounts receivable, net | 23,211 | 8,668 |
Inventories | 18,635 | 5,814 |
Prepaid expenses | 1,668 | 993 |
Other current assets | 871 | 52 |
Total current assets | 53,473 | 45,605 |
Property and equipment, net | 7,085 | 7,183 |
Intangible assets, net | 36,261 | 7,102 |
Other non-current assets | 1,729 | 900 |
Goodwill | 38,640 | 22 |
Total assets | 137,188 | 60,812 |
Current liabilities: | ||
Accounts payable | 16,146 | 7,075 |
Accrued compensation and benefits | 4,038 | 2,614 |
Accrued expenses and other current liabilities | 5,172 | 2,359 |
Price adjustments and other revenue reserves | 4,819 | |
Earn-out liability, current | 10,450 | |
Line of credit, current | 1,500 | |
Term loan, current | 141 | 926 |
Total current liabilities | 40,766 | 14,474 |
Term loan, non-current | 29,418 | 10,908 |
Deferred rent, non-current | 1,947 | 2,404 |
Deferred tax liability, non-current | 1,735 | 1 |
Other non-current liabilities | 580 | 75 |
Total liabilities | 74,446 | 27,862 |
Commitments and contingencies (See Note 9) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized as of December 31, 2018 and 2017; no shares issued and outstanding as of December 31, 2018 and 2017 | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 29,442,065 and 21,291,833 shares issued and outstanding as of December 31, 2018 and 2017, respectively | 3 | 2 |
Additional paid-in capital | 184,158 | 133,087 |
Accumulated other comprehensive loss | (135) | (295) |
Accumulated deficit | (121,284) | (99,844) |
Total stockholders’ equity | 62,742 | 32,950 |
Total liabilities and stockholders’ equity | $ 137,188 | $ 60,812 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 29,442,065 | 21,291,833 |
Common stock, shares outstanding (in shares) | 29,442,065 | 21,291,833 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Revenue, net | $ 83,490 | $ 56,112 | $ 43,968 |
Revenue, net, type | us-gaap:ProductMember us-gaap:ServiceMember | us-gaap:ProductMember us-gaap:ServiceMember | us-gaap:ProductMember us-gaap:ServiceMember |
Cost of revenue | $ 47,429 | $ 28,637 | $ 22,618 |
Cost of revenue, type | us-gaap:ProductMember us-gaap:ServiceMember | us-gaap:ProductMember us-gaap:ServiceMember | us-gaap:ProductMember us-gaap:ServiceMember |
Gross profit | $ 36,061 | $ 27,475 | $ 21,350 |
Operating expenses: | |||
Research and development | 20,273 | 13,623 | 15,412 |
Selling, general and administrative | 22,592 | 17,461 | 16,968 |
Amortization of intangible assets | 3,871 | 1,222 | 1,235 |
Acquisition related expenses | 7,029 | ||
Impairment and other charges | 2,680 | ||
Gain from settlement with former foundry supplier | (1,962) | ||
Total operating expenses | 56,445 | 32,306 | 31,653 |
Loss from operations | (20,384) | (4,831) | (10,303) |
Other income (expense): | |||
Interest expense, net | (3,791) | (753) | (1,275) |
Other income (expense), net | 2,656 | (3) | (50) |
Total other income (expense), net | (1,135) | (756) | (1,325) |
Loss before provision for (benefit from) income taxes | (21,519) | (5,587) | (11,628) |
Provision for (benefit from) income taxes | (79) | 101 | (16) |
Net loss | $ (21,440) | $ (5,688) | $ (11,612) |
Net loss per share: | |||
Basic and diluted (in dollars per share) | $ (0.85) | $ (0.31) | $ (0.77) |
Weighted average number of shares used in computing net loss per share: | |||
Basic and diluted (in shares) | 25,144,562 | 18,591,308 | 15,085,973 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (21,440) | $ (5,688) | $ (11,612) |
Other comprehensive loss, net of tax: | |||
Foreign currency translation adjustment | 160 | (65) | (84) |
Comprehensive loss | $ (21,280) | $ (5,753) | $ (11,696) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total |
Stockholder's equity (deficit), beginning balance at Dec. 31, 2015 | $ 2 | $ 107,167 | $ (146) | $ (82,544) | $ 24,479 |
Stockholder's equity (deficit), beginning balance (in shares) at Dec. 31, 2015 | 14,974,718 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Options exercised | 24 | 24 | |||
Options exercised (in shares) | 13,112 | ||||
Employee stock purchase plan | 215 | 215 | |||
Employee stock purchase plan (in shares) | 68,392 | ||||
Restricted stock units (in shares) | 438,086 | ||||
Stock-based compensation | 3,343 | 3,343 | |||
Foreign currency translation adjustment | (84) | (84) | |||
Net loss | (11,612) | (11,612) | |||
Stockholder's equity (deficit), ending balance at Dec. 31, 2016 | $ 2 | 110,749 | (230) | (94,156) | 16,365 |
Stockholder's equity (deficit), ending balance (in shares) at Dec. 31, 2016 | 15,494,308 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Proceeds from follow-on offering, net of issuance costs | 18,363 | 18,363 | |||
Proceeds from follow-on offering, net of issuance costs (in shares) | 5,000,000 | ||||
Cashless exercise of common stock warrants (in shares) | 10,223 | ||||
Options exercised | 442 | 442 | |||
Options exercised (in shares) | 230,123 | ||||
Employee stock purchase plan | 339 | 339 | |||
Employee stock purchase plan (in shares) | 110,711 | ||||
Restricted stock units, net of taxes paid related to net settlement of equity awards | (308) | (308) | |||
Restricted stock units, net of taxes paid related to net settlement of equity awards (in shares) | 446,468 | ||||
Stock-based compensation | 3,502 | 3,502 | |||
Foreign currency translation adjustment | (65) | (65) | |||
Net loss | (5,688) | (5,688) | |||
Stockholder's equity (deficit), ending balance at Dec. 31, 2017 | $ 2 | 133,087 | (295) | (99,844) | $ 32,950 |
Stockholder's equity (deficit), ending balance (in shares) at Dec. 31, 2017 | 21,291,833 | 21,291,833 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Proceeds from offering, net of issuance costs | $ 1 | 42,658 | $ 42,659 | ||
Proceeds from offering, net of issuance costs (in shares) | 7,705,000 | ||||
Issuance of warrants | 4,799 | 4,799 | |||
Options exercised | 280 | 280 | |||
Options exercised (in shares) | 112,965 | ||||
Employee stock purchase plan | 550 | 550 | |||
Employee stock purchase plan (in shares) | 125,567 | ||||
Restricted stock units, net of taxes paid related to net settlement of equity awards | (424) | (424) | |||
Restricted stock units, net of taxes paid related to net settlement of equity awards (in shares) | 206,700 | ||||
Stock-based compensation | 3,208 | 3,208 | |||
Foreign currency translation adjustment | 160 | 160 | |||
Net loss | (21,440) | (21,440) | |||
Stockholder's equity (deficit), ending balance at Dec. 31, 2018 | $ 3 | $ 184,158 | $ (135) | $ (121,284) | $ 62,742 |
Stockholder's equity (deficit), ending balance (in shares) at Dec. 31, 2018 | 29,442,065 | 29,442,065 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net loss | $ (21,440) | $ (5,688) | $ (11,612) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock-based compensation expense | 3,208 | 3,502 | 3,343 |
Depreciation and amortization | 2,379 | 1,384 | 987 |
Amortization of intangible assets | 3,871 | 1,222 | 1,235 |
Amortization of debt discount | 1,125 | 82 | 646 |
Deferred income taxes | (184) | (1) | 1 |
Gain on sale of equipment | (18) | ||
Gain from settlement with former foundry supplier | (1,962) | ||
Changes in fair value of earn-out liability | (2,569) | ||
Impairment and other losses | 2,680 | ||
Changes in assets and liabilities: | |||
Accounts receivable | (11,331) | (2,557) | 425 |
Inventories | (7,111) | (632) | 2,186 |
Prepaid expenses and other current assets | 1,539 | (478) | 1,761 |
Other non-current assets | (11) | (270) | (1) |
Accounts payable | 5,174 | 2,521 | (3,584) |
Accrued compensation and benefits | 1,424 | 1,015 | 706 |
Accrued expenses and other current liabilities | (719) | 58 | 711 |
Price adjustments and other revenue reserves | 4,819 | ||
Other non-current liabilities | (58) | 75 | |
Deferred rent | (457) | (422) | 300 |
Net cash used in operating activities | (17,679) | (189) | (4,858) |
Cash flows from investing activities: | |||
Acquisition of property and equipment | (3,208) | (2,868) | (2,481) |
Maturities of short-term investments | 1,274 | ||
Investment in unconsolidated affiliate | (566) | (334) | (181) |
Net cash used in investing activities | (65,952) | (3,552) | (2,662) |
Cash flows from financing activities: | |||
Proceeds from public offering, net of underwriting discounts and commissions | 42,659 | 18,363 | |
Proceeds from exercise of stock options and employee stock purchase plan | 830 | 781 | 239 |
Tax withholdings related to net share settlement of restricted stock units | (424) | (308) | |
Proceeds from revolving line of credit | 30,598 | 7,415 | |
Payments on revolving line of credit | (1,500) | (30,905) | (5,608) |
Proceeds from term loan, net of fees | 33,591 | 12,000 | 17,825 |
Payments on term loan | (12,292) | (16,364) | (15,650) |
Net cash provided by financing activities | 62,864 | 14,165 | 4,221 |
Effect of exchange rates on cash, cash equivalents and restricted cash | (223) | (65) | (71) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (20,990) | 10,359 | (3,370) |
Cash, cash equivalents and restricted cash - beginning of year | 30,078 | 19,719 | 23,089 |
Cash, cash equivalents and restricted cash - end of year | 9,088 | 30,078 | 19,719 |
Supplemental disclosures of other cash flow information: | |||
Cash paid for interest expense | 2,800 | 695 | 688 |
Supplemental disclosures of non-cash investing and financing information: | |||
Purchase of property and equipment included in accounts payable | 533 | 420 | $ 1,033 |
Fair value of warrants issued in connection with term loan | 4,799 | 363 | |
Accrued deferred financing costs | 125 | ||
Echelon Corporation [Member] | |||
Cash flows from investing activities: | |||
Acquisition, net of cash acquired | (28,836) | ||
S3 Asic Semiconductors Limited [Member] | |||
Cash flows from investing activities: | |||
Acquisition, net of cash acquired | $ (34,616) | $ (350) |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | Note 1. Organization and Summary of Significant Accounting Policies. Organization and Nature of Operations. Adesto Technologies Corporation (together with its subsidiaries; “Adesto”, “we”, “our”, “us” or the “Company”) was incorporated in the state of California in January 2006 and reincorporated in Delaware in October 2015. We are a leading provider of innovative, application-specific semiconductor and systems for the Internet of Things era. Our corporate headquarters are located in Santa Clara, California. On May 9, 2018 we acquired 100% of the issued capital of S3 Asic Semiconductors Limited and on September 14, 2018 we acquired 100% of the issued capital of Echelon Corporation. Our financial results include the operating results of those entities from the date of acquisition . Liquidity. Since inception we have funded our operations primarily through sales of common and preferred stock and borrowing arrangements. As of December 31, 2018, our principal sources of liquidity consisted of cash, cash equivalents and restricted cash of $ 9.1 million. In addition, we have incurred net losses since our inception, and as of December 31, 2018 have an accumulated deficit of approximately $121.3 million. We expect to continue to incur operating losses and negative cash flows from operations through March 31, 2020. We believe our existing cash and cash equivalents will be sufficient to meet our anticipated cash needs over the next 12 months. Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of our spending to support research and development activities, the timing and cost of establishing additional sales and marketing capabilities, the introduction of new and enhanced products and our costs to implement new manufacturing technologies. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. Any additional debt financing obtained by us in the future could also involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. Additionally, if we raise additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of our company, and any new equity securities we issue could have rights, preferences and privileges senior to those of holders of our common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited. Basis of Presentation. The consolidated financial statements include the results of our operations and the operations of our wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. Recent Accounting Pronouncements. In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurement Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. As part of the FASB's disclosure framework project, it has eliminated, amended and added disclosure requirements for fair value measurements. Entities will no longer be required to disclose the amount of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy, the policy of timing of transfers between levels of the fair value hierarchy and the valuation processes for Level 3 fair value measurements. Public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. This ASU is effective for public entities for annual and interim periods beginning after December 15, 2019. Early adoption is permitted as of the beginning of any interim or annual reporting period. This ASU will have an impact on the Company's disclosures. In June 2018, FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 applies to all entities that enter into share-based payment transactions for acquiring goods and services from nonemployees. The amendments in ASU 2018-07 expand the scope of Topic 718, Compensation - Stock Compensation, to include share-based payments transactions to nonemployees. Changes to the accounting for nonemployee awards as a result of ASU 2018-07 include: 1) equity-classified nonemployee share-based payment awards are measured at the grant date, instead of the previous requirement to remeasure the awards through the performance completion date, 2) for awards with performance conditions, compensation cost is recognized when the achievement of the performance condition is probable, rather than upon achievement, and 3) the current requirement to reassess the classification (equity or liability) for nonemployee awards upon vesting is eliminated. ASU 2018-07 clarifies that Topic 718 does not apply to financing transactions or awards granted to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The amendments in ASU 2018-07 are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within that fiscal year. An entity should only remeasure liability-classified awards that have not been settled by the date of adoption and equity-classified awards for which the measurement date has not been established through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company expects that the adoption will not have a material impact on its consolidated financial statements. In February 2018, FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. This ASU is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The Company expects that the adoption will not have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU eliminates Step 2 from the goodwill impairment test. Instead, an entity should recognize an impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. This ASU is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company is currently evaluating the effect of the adoption of this ASU, but anticipates that the adoption will not have a material impact on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU requires instruments measured at amortized cost to be presented at the net amount expected to be collected. Entities are also required to record allowances for available-for-sale debt securities rather than reduce the carrying amount. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company expects that the adoption will not have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases, requiring lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the exception of short-term leases with a lease term of twelve months or less. For lessees, leases will continue to be classified as either operating or finance leases in the income statement. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model. Lessors will continue to classify leases as operating, direct financing or sales-type leases. The effective date of the new leases standard for public companies is for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. The updated standard is effective for us beginning in the first quarter of fiscal 2019 and we do not plan to early adopt. The new leases standard must be adopted using a modified retrospective transition and allows for the application of the new guidance at the beginning of the earliest comparative period presented or at the adoption date. In July 2018, the FASB issued ASU No. 2018-11, Leases - Targeted Improvements, providing an optional transition method that allows entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We intend to adopt the new leases standard using this optional transition method. While we are continuing to assess the potential impacts of the standard, we currently expect the most significant impact will be the recognition of right-of-use assets and lease liabilities on our consolidated balance sheet. Recently Adopted Accounting Pronouncements. The Company early adopted ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815), which simplifies the accounting for certain equity-linked financial instruments and embedded feature with down round features that reduce the exercise price when the pricing of a future round of financing is lower. Adoption of ASC 606: In May 2014, the FASB issued an ASU on revenue from contracts with customers, ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”). This standard update outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The guidance is effective for annual reporting periods including interim reporting reports beginning after December 15, 2017. Collectively, we refer to Topic 606, its related amendments and Subtopic 340-40 as the “new standard”. On January 1, 2018, we adopted the new standard using the modified retrospective method applied to all contracts that are not completed contracts at the date of initial application (i.e., January 1, 2018). Results for reporting periods after January 1, 2018 are presented under the new standard, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting. There was no impact on the opening accumulated deficit as of January 1, 2018 due to the adoption of the new standard. We reclassified the allowance for ship from SSDs, price protection, rights of return and other activities to current liabilities presented as "Price adjustments and other revenue reserves" from the allowance for accounts receivable due to the adoption of the new standard. We recorded a cumulative effect adjustment to our January 1, 2018 consolidated balance sheet for the impact of the reclassification of the allowance for SSDs, price protection, rights of return and other activities to current liabilities presented as “Price adjustments and other revenue reserves”. The cumulative effect of the changes made to our January 1, 2018 consolidated balance sheet for the adoption of the new revenue standard were as follows (in thousands): Balance as of Adjustments Balance as of December 31, Due to January 1, 2017 ASC 606 2018 Accounts receivable, net $ 8,668 $ 3,832 $ 12,500 Price adjustments and other revenue reserves $ — $ (3,832) $ (3,832) In accordance with the new standard requirements, the disclosure of the impact of adoption on select consolidated balance sheet line items was as follows (in thousands): As of December 31, 2018 As Balances without Effect of Reported ASC 606 Change Accounts receivable, net $ 23,211 $ 18,392 $ (4,819) Price adjustments and other revenue reserves $ 4,819 $ — $ 4,819 Revenue Recognition. Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Sales of products with alternative use account for the majority of our revenue and are recognized at a point in time, the timing of such recognition remained the same under Topic 606. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer and deposited with the relevant government authority, are excluded from revenue. Our revenue arrangements do not contain significant financing components. Revenue is recognized over a period of time when it is assessed that performance obligations are satisfied over a period rather than at a point in time. When any of the following criteria is fulfilled, revenue is recognized over a period of time: (a) The customer simultaneously receives and consumes the benefits provided by the performance as Adesto performs. (b) Adesto’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced. (c) Adesto’s performance does not create an asset with an alternative use, and Adesto has an enforceable right to payment for performance completed to date. If revenue is recognized over a period of time, we would then select an appropriate method for measuring progress toward complete satisfaction of the performance obligation, usually costs incurred to date relative to the total expected costs to the satisfaction of that performance obligation. Typically, our revenue from NVM and Embedded Systems products is recognized at a point in time. Revenues from our ASIC and IP solutions products are generally recognized over a period of time. Sales to certain distributors are made under arrangements which provide the distributors with price adjustments, price protection, stock rotation and other allowances under certain circumstances. These adjustments and allowances are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and reduce revenue recognized. We believe that there will not be significant changes to our estimates of variable consideration. If a customer pays consideration, or Adesto has a right to an amount of consideration that is unconditional before we transfer a good or service to the customer, those amounts are classified as deferred income/ advances received from customers which are included in other current liabilities or other long-term liabilities when the payment is made or it is due, whichever is earlier. If the arrangement includes variable contingent consideration, we recognize revenue over time if we can reasonably measure its progress, or we are capable of providing reliable information that would be required to apply an appropriate method of measuring progress. To date, we have not had any arrangements incorporating contingent consideration. Sales commissions are owed and are recorded at the time of sell through of our products to end customers. These costs are recorded within selling, general and administrative expenses. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Timing of Revenue Recognition. 2018 (in thousands) Products transferred at a point in time $ 72,323 Products and services transferred over time 11,167 $ 83,490 The following table reflects the changes in our contract assets, which we classify as accounts receivable, unbilled and our contract liabilities which we classify as deferred revenue: Year ended December 31, 2018 2017 Change (in thousands) Contract assets: Accounts receivable, unbilled $ 751 $ — $ 751 Contract liabilities: Deferred revenue $ 1,848 $ 262 $ 1,586 Accounts receivable, unbilled represents revenue recognized on certain development contracts for which invoicing has not yet occurred based on the terms of the development contract. As of December 31, 2018, we had $0.8 million classified as unbilled accounts receivable. Deferred revenue represents amounts invoiced to customers for certain development contracts for which revenue has yet to be recognized based on actual development hours performed. Typically the timing of invoicing is based on the terms of the contract. As of December 31, 2018, we had $1. 8 million classified as deferred revenue. Reclassifications. Certain reclassifications have been made to prior periods’ consolidated financial statements to conform to the current period presentation. These reclassifications did not result in any change in previously reported total assets, stockholders’ equity or net loss. Use of Estimates. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amount of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. On an on-going basis, we evaluate those estimates, including those related to allowances for doubtful accounts, price adjustments and other revenue reserves, warranty accrual, inventory write-downs, valuation of long-lived assets, including property and equipment and identifiable intangible assets and goodwill, loss on purchase commitments, valuation of deferred taxes and contingencies. In addition, we use assumptions when employing the Black-Scholes option-pricing model to calculate the fair value of stock options granted and Monte Carlo simulation techniques to value certain restricted stock units with market-based vesting conditions. We base our estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, when these carrying values are not readily available from other sources. Actual results could differ from these estimates. Shipping Costs. We have elected to account for shipping and handling costs as fulfillment costs after the customer obtains control of the goods. These costs are recorded in cost of revenue . Product Warranty. Our non-volatile memory (“NVM”) products are sold with a limited warranty for a period of one year, warranting that the product conforms to specifications and is free from material defects in design, materials and workmanship. To date, we have had insignificant returns of any defective production parts. During the year ended December 31, 2015, we recorded $250,000 for a specific potential warranty claim. During the years ended December 31, 2017 and 2016, $185,000 and $41,000, respectively, has been incurred relating to this potential warranty claim and during the year ended December 31, 2017 we recorded $27,000 for an additional potential warranty claim. During 2018, we did not record any additional liability related to potential warranty claims. As of December 31, 2018 and 2017, the warranty accrual related to NVM products was $51,000 and $51,000, respectively, and is included in accrued expenses and other current liabilities on the consolidated balance sheets. At the time of the Echelon acquisition we recorded a warr anty liability of $401,000 related to Echelon products. For the period ended December 31, 2018, we recorded additional warranty expense of $53,000. As of December 31, 2018, the warranty accrual related to Echelon products was $454,000 and is included in accrued expenses and other current liabilities on the consolidated balance sheets. Income Taxes. We account for income taxes using an asset and liability approach, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements, but have not been reflected in our taxable income. Valuation allowances are established to reduce deferred tax assets as necessary when in management’s estimation, based on available objective evidence, it is more likely than not that we will not generate sufficient taxable income in future periods to realize the benefit of our deferred tax assets. We include interest and penalties related to unrecognized tax benefits in income tax expense. We recognize in our consolidated financial statements the impact of a tax position that based on its technical merits is more likely than not to be sustained upon examination. Foreign Currency Translation. The functional currency of our foreign subsidiaries is the local currency. In consolidation, we translate assets and liabilities at exchange rates in effect at the consolidated balance sheet date. We translate revenue and expense accounts at the average exchange rates during the period in which the transaction takes place. We had a net gain from foreign currency translation of assets and liabilities of $0.2 million for the year ended December 31, 2018. Net losses from foreign currency translation of assets and liabilities were $0.1 million and $0.1 million for the years ended December 31, 2017 and 2016, respectively, and are included in the cumulative translation adjustment component of accumulated other comprehensive loss, net of tax, a component of stockholders’ equity. We had a net gain of $69,000 arising from transactions denominated in currencies other than the functional currency for the year ended December 31, 2018. Net losses arising from transactions denominated in currencies other than the functional currency were $4,000 and $0.1 million for the years ended December 31, 2017 and 2016, respectively, and are included in other income (expense), net in the consolidated statements of operations. Cash, Cash Equivalents and Restricted Cash. We consider all highly liquid investments with an initial maturity of 90 days or less at the date of purchase to be cash equivalents. We maintain such funds in overnight cash deposits. Property and Equipment. Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the term of the related lease, whichever is shorter. Estimates of useful lives are as follows: Estimated useful lives Machinery and equipment 2-10 years Furniture and fixtures 2-3 years Leasehold improvements Shorter of lease term or estimated useful lives Inventories. We record inventories at the lower of standard cost (which generally approximates actual cost on a first-in, first-out basis) or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation. On a quarterly basis, we analyze inventories on a part-by-part basis. The carrying value of inventory is adjusted for excess and obsolete inventory based on the forecast of demand over a specific future period. At the point of loss recognition, a new lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that new cost basis. The markets that we serve are volatile and actual results may vary from forecast or other assumptions, potentially affecting our assessment of excess and obsolete inventory which could have a material effect on our results of operations. Long-Lived Assets. We evaluate our long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. We recognize an impairment loss when the net book value of such assets exceeds the estimated future undiscounted cash flows attributable to the asset. If impairment is indicated, we write the asset down to its estimated fair value. We recognized an impairment of $ 1.6 million on certain long-lived assets for the year ended December 31, 2018. Purchased Intangible Assets. Purchased intangible assets are amortized over their useful lives unless these lives are determined to be indefinite. Purchased intangible assets with definite lives are carried at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of the respective assets as follows: Years Developed technology 4 - 10 Customer relationships 7 - 12 Customer backlog 1 Contract backlog 0.5 Non-compete agreement 2 - 5 Trademarks 8 - 12 Goodwill. Goodwill represents the excess of the cost of an acquisition over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed. We evaluate our goodwill, at a minimum, on an annual basis and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We perform our annual goodwill impairment test as of November 1 of each year. When evaluating goodwill for impairment, we may initially perform a qualitative assessment which includes a review and analysis of certain quantitative factors to estimate if a reporting units’ fair value significantly exceeds its carrying value. When the estimate of a reporting unit’s fair value appears more likely than not to be less than its carrying value based on this qualitative assessment, we continue to the first step of two steps impairment test. The first step requires a comparison of the fair value of the reporting unit to its net book value, including goodwill. The fair value of the reporting units is determined based on a weighting of income and market approaches. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. Under the market approach, we estimate the fair value based on market multiples of revenue or earnings for comparable companies. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, and future economic and market conditions and determination of appropriate market comparables. We base these fair value estimates on reasonable assumptions but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates. A potential impairment exists if the fair value of the reporting unit is lower than its net book value. The second step of the process is only performed if a potential impairment exists, and it involves determining the difference between the fair values of the reporting unit’s net assets, other than goodwill, and the fair value of the reporting unit, and, if the difference is less than the net book value of goodwill, an impairment charge is recorded. In the event that we determine that the value of goodwill has become impaired, we record a charge for the amount of impairment during the fiscal quarter in which the determination is made. We operate in one reporting unit. We conducted our annual goodwill impairment analysis in the fourth quarters of 2018, 2017, and 2016 and no goodwill impairment was indicated. Research and Development Expenses. Research and development expenditures are expensed as incurred. Stock-based Compensation. We account for stock-based compensation using the fair value method. We determine fair value for stock options awarded to employees at the grant date using the Black-Scholes option-pricing model, which requires us to make various assumptions, including the fair value of the underlying common stock, expected future share price volatility and expected term. We determine the fair value of stock options awarded to non-employees at each vesting date using the Black-Scholes option-pricing model, and re-measure fair value at each reporting period until the services required under the arrangement are completed. Fair value is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. We are required to estimate the expected forfeiture rate and only recognize expense for those stock-based awards expected to vest. We estimate the forfeiture rate based on historical experience of our stock-based awards that are granted, exercised and cancelled. If the actual forfeiture rate is materially different from our estimate, stock-based compensation expense in future periods could be significantly different from what was recorded in the current period. Time-based restricted stock units (“RSUs”) are valued at the grant date fair value of the underlying common shares. Performance-based RSUs are valued using the Monte Carlo simulation technique. The Monte Carlo simulation model incorporates assumptions for the holding period, risk-free interest rate, stock price volatility and dividend yield. Concentration of Risk. Our products are primarily manufactured, assembled and tested by third-party foundries and other contractors in Asia and we are heavily dependent on a single foundry in Taiwan for the manufacture of wafers and a single contractor in the Philippines for assembly and testing of our products. We do not have long-term agreements with either of these suppliers. A significant disruption in the operations of these parties would adversely impact the production of our products for a substantial period of time, which could have a material adverse effect on our business, financial condition, operating results and cash flows. Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents and accounts receivables. We place substantially all of our cash and cash equivalents on deposit with three reputable, high credit quality financial institution in the United States of America. We believe that the banks that hold substantially all of our cash and cash equivalents are financially sound and, accordingly, subject to minimal credit risk. Deposits held with the banks may exceed the amount of insurance provided on such deposits. We generally do not require collateral or other security in support of accounts receivable. We periodically review the need for an allowance for doubtful accounts by considering factors such as historical experience, credit quality, the age of the accounts receivable balances and current economic conditions that may affect a customer’s ability to pay. As a result of our favorable collection experience and customer concentration, there was no allowance for doubtful accounts as of December 31, 2017 and 2016. We recorded an allowance for doubtful accounts of $30,000 for the year ended December 31, 2018. Customer concentrations as a percentage of revenue, net were as follows: Year Ended December 31, 2018 2017 2016 Customer A 17 % 18 % 14 % Customer B * 10 % 11 % * less than 10% Customer concentrations as a percentage of gross accounts receivable were as follows: Year Ended December 31, 2018 2017 2016 Customer A * 31 % 18 % Customer B * * 13 % Customer C 13 % * * * less than 10% Net Loss per Share. Basic net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and potentially dilutive common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. For purposes of the diluted net loss per share calculation, common stock options, RSUs, and common stock warrants are considered to be potentially dilutive securities. Loss Contingencies. We are or have been subject to claim |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisition | Note 2. Acquisitions. Echelon Corporation. On September 14, 2018, we acquired 100% of the issued capital of Echelon Corporation, a Delaware corporation (“Echelon”), pursuant to the terms of an Agreement and Plan of Merger (the “Merger Agreement”) dated as of June 28, 2018. The purchase price was approximately $44.1 million paid in cash. The assets and liabilities of Echelon were recorded in our consolidated balance sheet as of the acquisition date, at their respective fair values. Fair value is estimated based on one or a combination of income, cost and/or market approaches, as determined based on the nature of the asset or liability, and the level of inputs available. With respect to assets and liabilities, the determination of fair value requires management to make subjective judgments as to projections of future operating performance, the appropriate discount rate to apply, long-term growth rates, and other factors, which affect the amounts recorded in the purchase price allocation. The excess of the consideration transferred over the fair value of the identifiable assets, net of liabilities, is recorded as goodwill, which is indicative of the expected continued growth and development of Echelon. The purchase price allocation that follows is based on these estimated fair values of assets acquired and liabilities assumed. We will continue to evaluate certain assets, liabilities and tax estimates that are subject to change within the measurement period (up to one year from the acquisition date). The following table summarizes the fair values of assets acquired and liabilities assumed (in thousands): Cash $ 15,270 Short term investments 1,274 Accounts receivable 3,020 Inventories 5,710 Other current assets 2,845 Property and equipment, net 614 Intangible assets 17,690 Goodwill 4,266 Other non-current assets 252 Accounts payable (3,630) Other current liabilities (2,642) Other non-current liabilities (563) Fair value net assets acquired $ 44,106 Intangible assets reflect the following: Fair Value Useful Customer relationships $ 6,520 7 Developed technology 10,670 4 Trademarks 500 8 Total acquired intangible assets $ 17,690 Pro forma financial information. The following table presents the unaudited pro forma financial information for the combined entity of Adesto and Echelon for the years ended December 31, 2018, 2017 and 2016 as if the acquisition had occurred at the beginning of the periods presented after giving effect to certain purchase accounting adjustments. Echelon was acquired on September 14, 2018. Year ended December 31, 2018 2017 2016 (in thousands except per share amounts) Net revenue $ 104,858 $ 87,779 $ 76,353 Net loss $ (21,070) $ (10,311) $ (15,715) Basic and diluted net loss per share $ (0.84) $ (0.39) $ (0.69) S3 Asic Semiconductors Limited. On May 9, 2018, we acquired 100% of the issued capital of S3 Asic Semiconductors Limited, a private company limited by shares and incorporated in Ireland (“S3 Semiconductors”), pursuant to the Share Purchase Agreement dated May 9, 2018 (the “Agreement”). S3 Semiconductors is headquartered in Ireland and its subsidiaries are in the United States, Portugal and the Czech Republic. S3 Semiconductors and its subsidiaries are engaged in the business of providing advanced mixed signal semiconductor devices and intellectual property to customers in the industrial and communications markets. The aggregate consideration was approximately $35.0 million in cash and contingent consideration in the form of a $15.0 million earn-out. The earn-out is based on achievement of certain milestones through 2019, including minimum total revenue targets, revenue derived from sales of semiconductor devices and new customer engagements with minimum value thresholds. Based on revised estimates of performance against the earn-out thresholds we recorded a change in the fair value of the earn-out liability to $10.5 million as of December 31, 2018. The assets and liabilities of S3 Semiconductors were recorded in our consolidated balance sheet as of the acquisition date, at their respective fair values. Fair value is estimated based on one or a combination of income, cost and/or market approaches, as determined based on the nature of the asset or liability, and the level of inputs available. With respect to assets and liabilities, the determination of fair value requires management to make subjective judgments as to projections of future operating performance, the appropriate discount rate to apply, long-term growth rates, and other factors, which affect the amounts recorded in the purchase price allocation. The excess of the consideration transferred over the fair value of the identifiable assets, net of liabilities, is recorded as goodwill, which is indicative of the expected continued growth and development of S3 Semiconductors . The purchase price allocation that follows is based on these estimated fair values of assets acquired and liabilities assumed. We will continue to evaluate certain assets, liabilities and tax estimates that are subject to change within the measurement period (up to one year from the acquisition date). The following table summarizes the fair values of assets acquired and liabilities assumed (in thousands): Cash $ 267 Accounts receivable 192 Other current assets 883 Property and equipment, net 191 Intangible assets 15,340 Goodwill 34,352 Accounts payable (37) Deferred revenue (129) Earn-out liability, current (10,218) Other current liabilities (761) Deferred tax liability (1,918) Earn-out liability, non-current (3,279) Fair value of net assets acquired $ 34,883 Intangible assets reflect the following: Fair Value Useful Customer relationships $ 12,880 7 Contract backlog 210 0.5 Developed technology 1,080 5 Non-compete agreements 380 2 Trademarks 790 12 Total acquired intangible assets $ 15,340 Pro forma results of operations have not been presented because the effect of the acquisition was not material to the Company’s financial results. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Note 3. Balance Sheet Components. Accounts Receivable, Net. Accounts receivable, net consisted of the following (in thousands): December 31, 2018 2017 Accounts receivable $ 22,490 $ 12,500 Accounts receivable, unbilled 751 — Allowance for SSDs, price protection, rights of return and other activities — (3,832) Allowance for doubtful accounts (30) — Total accounts receivable, net $ 23,211 $ 8,668 Inventories. Inventories consisted of the following (in thousands): December 31, 2018 2017 Raw materials $ 1,427 $ 2,213 Work-in-process 11,451 2,408 Finished goods 5,757 1,193 Total inventories $ 18,635 $ 5,814 For the years ended December 31, 2018, 2017 and 2016, we realized a benefit of $1.3 million, $1.3 million and $1.1 million, respectively, from sales of previously written-down products. Inventory write-downs were primarily associated with products built in excess of customer demand which resulted in excess inventory levels and legacy products for which no demand exists. Property and Equipment, Net. Property and equipment, net consisted of the following (in thousands): December 31, 2018 2017 Machinery and equipment $ 15,537 $ 9,457 Leasehold improvements 4,422 4,252 Computer software 3,760 675 Furniture and fixtures 372 83 TowerJazz license — 350 Construction in progress 52 1,301 Property and equipment, at cost 24,143 16,118 Accumulated depreciation and amortization (17,058) (8,935) Property and equipment, net $ 7,085 $ 7,183 The Company incurs costs for the fabrication of masks used by its foundry partners to manufacture its products. Beginning the first fiscal quarter of 2017, the Company capitalizes mask costs that are expected to be utilized in production manufacturing as the Company’s product development process has become more predictable and thus supports capitalization of the mask. The capitalized mask costs begin depreciating to cost of revenue once the products go into production. Depreciation is computed using the straight-line method over a three year period which is the expected useful life of the mask. Previously mask sets were expensed to research and development. Depreciation and amortization expense of property and equipment for the years ended December 31, 2018, 2017, and 2016 was $2.4 million, $1. 4 million, and $1. 0 million, respectively. Accrued Expenses and Other Current Liabilities. Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2018 2017 Accrued sales commission payable $ 387 $ 310 Accrued manufacturing expenses 692 265 Deferred rent, current portion 514 422 Liabilities to certain customers 366 468 Warranty reserve 505 51 Deferred revenue, current portion 1,848 262 Other accrued liabilities 860 581 Total accrued expenses and other current liabilities $ 5,172 $ 2,359 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4. Fair Value Measurements. Fair value is defined as the exchange price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We measure financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1. Quoted prices in active markets for identical assets or liabilities. Level 2 . Quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices which are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments. Level 3. Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. Financial assets and liabilities measured at fair value on a recurring basis were as follows: Fair Value Measurement at Reporting Date Using Significant Quoted Prices in Other Significant Active Markets Observable Unobservable for Identical Inputs Inputs Assets (Level 1) (Level 2) (Level 3) Total (in thousands) As of December 31, 2018 Assets: Money market funds $ 458 $ — $ — $ 458 U.S. government securities 1,282 — — 1,282 $ 1,740 $ — $ — $ 1,740 Liabilities: Earn-out liability $ — $ — $ 10,450 $ 10,450 As of December 31, 2017 Assets: Money market funds $ 11,501 $ — $ — $ 11,501 As of December 31, 2018, we had an earn-out liability of $10.5 million, all of which related to the acquisition of S3 Semiconductors, which was completed in May 2018 (see Note 2). The earn-out liability was calculated using the present value of a probability weighted income approach. Changes in the earn-out liability during 2018 was as follows: Balance as of January 1, 2018 $ — Acquisitions 13,497 Change in fair value (2,569) Change in foreign currency exchange rate (478) Balance as of December 31, 2018 $ 10,450 As of December 31, 2017, we had no financial liabilities measured at fair value on a recurring basis. The Company’s cash equivalents include U.S. government securities with a minimum and weighted average credit rating of A-1+. The Company values these securities based on pricing from pricing vendors, who may use quoted prices in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs) in determining fair value. As of December 31, 2018, the Company classified all of its fixed income securities as having Level 1 inputs. The Company's procedures include controls to ensure that appropriate fair values are recorded by comparing prices obtained from a third party independent source. |
Purchased Intangible Assets
Purchased Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Note 5. Purchased Intangible Assets. In addition to the purchased intangible assets described in Note 4, in 2012, in connection with our purchase of the serial flash memory product line assets from Atmel Corporation, we recorded $16.4 million of intangible assets. Intangible assets, net are as follows (in thousands): December 31, 2018 Estimated Useful Gross Carrying Accumulated Net Carrying Developed technology 4 - 10 $ 16,032 $ 3,593 $ 12,439 Customer relationships 7 - 12 28,411 6,085 22,326 Customer backlog 1 2,779 2,779 — Contract backlog 0.5 210 210 — Non-compete agreement 2 - 5 662 398 264 Trademarks 8 - 12 1,290 58 1,232 Total intangible assets subject to amortization $ 49,384 $ 13,123 $ 36,261 December 31, 2017 Estimated Useful Gross Carrying Accumulated Net Carrying Developed technology 10 $ 4,282 $ 2,249 $ 2,033 Customer relationships 12 9,011 3,942 5,069 Customer backlog 1 2,779 2,779 — Non-compete agreement 5 282 282 — Total intangible assets subject to amortization $ 16,354 $ 9,252 $ 7,102 The estimated future amortization expense of acquisition-related intangible assets subject to amortization as of December 31, 2018 is as follows (in thousands): Year Ended December 31, 2019 $ 7,152 2020 7,037 2021 6,962 2022 6,070 2023 3,736 Thereafter 5,304 Total $ 36,261 |
Investment in Unconsolidated Af
Investment in Unconsolidated Affiliates | 12 Months Ended |
Dec. 31, 2018 | |
Investments, All Other Investments [Abstract] | |
Investment in Unconsolidated Affiliates | Note 6. Investment in Unconsolidated Affiliates. During 2018 and 2017, we made investments in Semitech Semiconductor Pty. Ltd., an Australian corporation (“Semitech”), as part of a license and development agreement dated April 16, 2016. Semitech has developed Narrowband-Power Line Communications (“ N-PLC”) products and market knowledge in the N-PLC devices space and plans to sell its products into the Smart Grid, Solar, Smart Lighting and Industrial space. Investments during 2016 through June 14, 2017 were recorded as notes receivable. On June 15, 2017, $0.4 million of notes receivable and accrued interest were converted into 233,335 shares of preferred stock in Semitech. In June 2018, we converted $0.5 million of notes receivable and accrued interest into 312,076 shares of preferred stock in Semitech. This investment is recorded at cost in other non-current assets on the consolidated balance sheets as of December 31, 2018 and 2017 in the amount of $0.9 million and $0.4 million, respectively. As of December 31, 2018 and 2017, we held investments in notes receivable in the amount of $0.2 million and $0.2 million, respectively, which were classified in other non-current assets on the consolidated balance sheets. |
Borrowings
Borrowings | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Borrowings | Note 7. Borrowings. Western Alliance Bank Term Loan. The Company was a party to that certain Business Financing Agreement dated July 7, 2016 and that certain Second Business Financing Modification Agreement, dated September 29, 2017, by and between Western Alliance Bank and the Company (“Credit Facility”). The Credit Facility provided for (i) a term loan of up to $18.0 million (the “Term Loan”) and (ii) a revolving credit line advance (the “Line of Credit”) in the aggregate amount of the lower of (x) $5.0 million and (y) 80% of certain of the Company’s receivables. The Term Loan bore interest at a rate per annum equal to the greater of the prime rate or 3.5%, plus 0.75% and was scheduled to mature in June 2019. The Line of Credit bore interest at a rate per annum equal to the greater of the prime rate or 3.5% plus 0.50%), and was scheduled to mature in July 2018. We made interest-only payments on the Term Loan from July 2016 through September 2016 and began making interest payments and principal payments in 33 equal monthly installments starting October 2016. Prior to the Amendment, the Credit Facility provided that any indebtedness we incurred thereunder was collateralized by substantially all assets of the Company and any domestic subsidiaries, subject to certain customary exceptions. We paid a facility fee of $150,000 as well as a $25,000 diligence fee upon entry into the Credit Facility and an additional $10,000 on July 7, 2017. Additional fees of $25,000 were incurred in connection with the amendment. These fees were recorded as a debt discount and were amortized over the life of the agreement. Borrowings of $12.0 million under this facility were repaid in full in May 2018. In connection with the repayment of this facility, the remaining unamortized debt discount of $66,000 was recorded as interest expense in the consolidated statements of operations. Tennenbaum Capital Partners, LLC Term Loan. On May 8, 2018, we entered into a credit agreement with Tennenbaum Capital Partners, LLC (“Tennenbaum”) (“Credit Agreement”). The Credit Agreement provides for a first lien senior secured term loan of $35.0 million (“Term Loan”). The Term Loan bears interest at a rate per annum equal to the sum of the Libor Rate (2.4375% on December 31, 2018) plus 8.75% and is payable in consecutive quarterly installments starting December 31, 2018. The Term Loan is scheduled to mature on May 8, 2022. The Credit Agreement provided that any indebtedness we incurred thereunder was collateralized by substantially all assets of the Company and any domestic subsidiaries, subject to certain customary exceptions. The Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including maximum consolidated leverage ratios and minimum liquidity. Upon an occurrence of an event of default, under the Credit Facility we could be required to pay interest on all outstanding obligations under the agreement at a rate of 2% above the otherwise applicable interest rate, and the lender may accelerate our obligations under the agreement. As of December 31, 2018, we were in compliance with all of the financial covenants and restrictions. In connection with the Credit Agreement, Tennenbaum received a warrant to purchase 850,000 shares of common stock at an exercise price of $8.30 and a term of six years. In addition, we paid financing costs of $1.4 million. The financing costs and the value of the warrant, $4.8 million, were recorded as a debt discount and are being amortized over the life of the Credit Agreement. During the year ended December 31, 2018, the amortization of debt discount was $1.1 million and the unamortized debt discount was $5.1 million as of December 31, 2018. The fair value of the warrant was determined using the Black-Scholes option-pricing model based on the following weighted-average assumptions: stock price on date of grant $8.70, expected dividend yield 0.0%, expected volatility yield 0.0%, expected volatility 69.7%, risk-free interest rate 2.87% and expected term of six years. Outstanding borrowings consisted of the following (in thousands): December 31, 2018 2017 Term loan, current $ 141 $ 926 Term loan, non-current 29,418 10,908 Line of credit — 1,500 Total $ 29,559 $ 13,334 Future repayments on outstanding borrowings (excluding unamortized discount of $5.1 million as of December 31, 2018) are as follows: (in thousands) Year Ended December 31, 2019 $ 1,750 2020 1,750 2021 1,750 2022 29,458 $ 34,708 Interest expense incurred under our borrowings was $ 3.9 million, $0.8 million, and $1.3 million for the years ended December 31, 2018, 2017, and 2016, respectively. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Note 8. Segment Information. We operate in one business segment: application-specific semiconductors and embedded systems. Our chief decision-maker, the President and Chief Executive Officer, evaluates our performance based on company-wide consolidated results. Revenue is evaluated based on product category and by geographic region. Product revenue from customers is designated based on the geographic region to which the product is delivered. Revenue by geographic region was as follows (in thousands): Year Ended December 31, 2018 2017 2016 United States $ 23,188 $ 11,667 $ 6,301 Rest of Americas 2,790 245 483 Europe 17,514 9,546 5,809 Asia Pacific 39,463 34,263 31,051 Rest of world 535 391 324 Total $ 83,490 $ 56,112 $ 43,968 Long-lived assets are attributed to the geographic region were they are located. Long-lived assets by geographic region were as follows (in thousands): December 31, 2018 2017 United States $ 3,879 $ 5,424 Asia Pacific 2,968 1,759 Europe 238 — Total property and equipment, net $ 7,085 $ 7,183 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. Commitments and Contingencies. Operating Leases. The Company leases office facilities under various non-cancelable operating lease agreements. Certain lease agreements contain free or escalating rent payment provisions. The Company recognizes rent expense under such leases on a straight-line basis over the term of the lease with the difference between the expense and the payments recorded as deferred rent on the consolidated balance sheets. Any reimbursements by the landlord for tenant improvements are considered lease incentives, the balance of which is recorded as a lease incentive obligation within deferred rent on the consolidated balance sheets, and amortized as a reduction of rent expense over the life of the lease. Lease renewal periods are considered on a lease-by-lease basis in determining the lease term. On November 2, 2015, the Company extended the lease for its former headquarters by six months to July 2016 by entering into that certain Amendment to Commercial Sublease, dated November 2, 2015, between the Company and eGain Corporation. The Amendment provided for a base rent during the extension period of $47,000 per month. Subsequently, we extended the lease to August 31, 2016. Additionally, on November 2, 2015, the Company entered into a lease with Peterson Ridge LLC pursuant to which the Company leased a new headquarters facility, consisting of an aggregate of approximately 34,000 square feet of space in Santa Clara, California. The initial term of the lease commenced on November 2, 2015 and is scheduled to end on July 31, 2023 and may be extended, at the Company’s option, for an additional five-year period following the initial lease term. Pursuant to the lease, monthly base rental payments due under the lease are expected to be approximately $93,000 per month between August 1, 2016 and February 27, 2017, with annual increases of approximately 3% thereafter. The Company must also pay for certain other operating costs under the lease, including operating expenses, taxes, assessments, insurance, utilities, securities and property management fees. Peterson Ridge LLC is obligated to reimburse the Company for up to approximately $2.5 million of the Company’s out-of-pocket costs associated with any tenant improvements, as defined in the lease. The Company was reimbursed for this amount during the year ended December 31, 2016. As of December 31, 2018 and 2017, the Company recorded a lease incentive obligation of $1.7 million and $2.0 million, respectively, of which $0.4 million and $0.4 million is included in accrued liabilities and $1. 3 million and $ 1.7 million is included in deferred rent, non-current on the consolidated balance sheets. On November 27, 2018, the Company entered into a lease with Crossroads Capital Management Global QIAIF Platform II ICAV for 8,437 square feet in Dublin, Ireland. The initial term of the lease commenced on November 27, 2018 and is scheduled to end on November 26, 2033. Monthly lease rental payments are expected to be approximately $19,000 per month. Rent expense under operating leases for 2018, 2017, and 2016 was $2.0 million, $1.0 million, and $1.6 million, respectively. Future minimum lease payments under operating leases are as follows: Total 2019 2020 2021 2022 2023 Thereafter (in thousands) Operating leases $ 10,870 $ 2,475 $ 1,877 $ 1,692 $ 1,554 $ 1,022 $ 2,250 Purchase Commitments. As of December 31, 2018, we had purchase commitments with our third-party foundries of $2.2 million due within one year, and $0.3 million in conjunction with an agreement with TowerJazz Panasonic Semiconductor Company. Litigation. We are subject to legal proceedings, claims and litigation, including intellectual property litigation, arising in the ordinary course of business. Such matters are subject to many uncertainties and outcomes and are not predictable with assurance. We accrue amounts that we believe are adequate to address any liabilities related to legal proceedings and other loss contingencies that we believe will result in a probable loss that is reasonably estimable. Indemnification. During the normal course of business, we may make certain indemnities, commitments and guarantees which may include intellectual property indemnities to certain of our customers in connection with the sales of our products and indemnities for liabilities associated with the infringement of other parties’ technology based upon our products. Our exposure under these indemnification provisions is generally limited to the total amount paid by a customer under the agreement. However, certain agreements include indemnification provisions that could potentially expose us to losses in excess of the amount received under the agreement. In addition, we indemnify our officers, directors and certain key employees while they are serving in good faith in such capacities. We have not recorded any liability for these indemnities, commitments and guarantees in the accompanying consolidated balance sheets. Where necessary, we accrue for losses for any known contingent liabilities, including those that may arise from indemnification provisions, when future payment is probable. |
Common Stock, Common Stock Warr
Common Stock, Common Stock Warrants and Stock Option Plan | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Common Stock, Common Stock Warrants and Stock Option Plan | Note 10. Common Stock, Common Stock Warrants and Stock Option Plan. Common Stock. We were authorized to issue 100,000,000 shares of common stock with $0.0001 par value per share as of December 31, 2018 and 2017. Each holder of common stock is entitled to one vote per share. As of December 31, 2018, no dividends have been declared by the Board of Directors, however, the holders of common stock are also entitled to receive dividends, when and if declared by our Board of Directors. We completed a follow-on offering of our common stock in June 2017. We sold 5,000,000 shares, including 625,000 shares upon exercise of the underwriters’ option to purchase additional shares. The shares were sold at a public offering price of $4.00 per share for net proceeds of $18.4 million to us, after deducting underwriting discounts and commissions and offering expenses. We completed another follow-on offering of our common stock in July 2018. We sold 7,705,000 shares, including 1,005,000 shares upon exercise of the underwriters’ option to purchase additional shares. The shares were sold at a public offering price of $6.00 per share for net proceeds of $42.7 million to us, after deducting underwriting discounts, commissions and offering expenses. Common Stock Reserved for Future Issuance. As of December 31, 2018 and 2017, we had reserved shares of common stock for future issuances as follows: December 31, 2018 2017 Warrants to purchase common stock 1,239,423 389,423 Options outstanding 1,865,415 1,560,453 Restricted stock units outstanding 1,154,980 509,894 Shares available for future grants 96,515 580,827 Shares available for ESPP 362,938 275,587 Total 4,719,271 3,316,184 Common Stock Warrants. In connection with the conversion of preferred stock warrants upon the completion of our IPO on October 30, 2015, the following common stock warrants were outstanding: As of December 31, 2018 Total amount of securities issuable under the outstanding warrants Exercise Price Issuance Date Expiration Date $ 30.35 2012-2013 $ 2.38 2014-2015 2022-2024 $ 8.30 $ 8.11 As of December 31, 2017 Total amount of securities issuable under the outstanding warrants Exercise Price Issuance Date Expiration Date $ 30.35 2012-2013 $ 2.38 2014-2015 2022-2024 $ 7.71 Common stock warrants are exercisable at the option of the holder any time after the date of issuance into shares of our common stock. During 2017, 7,378 common stock warrants expired and 14,713 common stock warrants were cashless exercised resulting in the issuance of 10,223 shares of common stock. Employee Benefit Plans. 2007 Equity Incentive Plan. In 2007, our Board of Directors and shareholders approved the 2007 Equity Incentive Plan (the “2007 Plan”) under which 272,727 shares of common stock were reserved and available for the issuance of stock options and restricted stock to eligible participants. The 2007 Plan was subsequently amended to increase the number of shares of common stock reserved for issuance under the 2007 Plan to 787,878 and during the year ended December 31, 2015, the number of shares reserved for issuance under the 2007 Plan was increased to 2,651,515. Options and restricted stock awards were granted at a price per share not less than the 85% of the fair value at the date of grant or award, respectively. Restricted stock awarded to persons controlling more than 10% of our stock were granted at a price per share not less than the 100% of the fair value at the date of the award. Options that were granted to new employees generally vest over a four-year period with 25% vesting at the end of one year and the remaining to vest monthly thereafter, while options that were granted to existing employees generally vest over a four-year period. Options granted generally are exercisable up to 10 years from the date of grant. As of October 26, 2015, no shares were available for grant under the 2007 Plan and all outstanding options would continue to be governed and remain outstanding in accordance with their existing terms. In addition, any shares subject to outstanding awards under the 2007 Plan that are issuable upon the exercise of options that expire or become unexercisable for any reason without having been exercised in full will be available for future grant and issuance under the 2015 Plan (as defined below). 2015 Equity Incentive Plan. In September 2015, our Board of Directors adopted, and in October 2015 our stockholders approved, our 2015 Equity Incentive Plan. The 2015 Equity Incentive Plan became effective on the date immediately prior to the date of our IPO. As a result, 1,813,272 shares of common stock previously reserved but unissued under the 2007 Plan on the effective date of the 2015 Equity Incentive Plan became reserved for issuance under our 2015 Equity Incentive Plan, and we ceased granting awards under our 2007 Plan. The number of shares reserved for issuance under our 2015 Equity Incentive Plan will increase automatically on the 1st day of January of each of 2016 through 2025 by the number of shares equal to 4% of the total outstanding shares of our common stock as of the immediately preceding December 31. However, our Board of Directors may reduce the amount of the increase in any particular year. Our 2015 Equity Incentive Plan authorizes the award of stock options, restricted stock awards, stock appreciation rights, RSUs, performance awards and stock bonuses. No person will be eligible to receive more than 2,000,000 shares in any calendar year under our 2015 Equity Incentive Plan other than a new employee of ours, who will be eligible to receive no more than 4,000,000 shares under the plan in the calendar year in which the employee commences employment. The aggregate number of shares of our common stock that may be subject to awards granted to any one non-employee director pursuant to the 2015 Equity Incentive Plan in any calendar year shall not exceed 300,000. Our 2015 Equity Incentive Plan provides that no more than 25,000,000 shares will be issued as incentive stock options. 2015 Employee Stock Purchase Plan. In September 2015, our Board of Directors adopted, and in October 2015 our stockholders approved, our 2015 Employee Stock Purchase Plan (“ESPP”). The 2015 Employee Stock Purchase Plan became effective on the date of our IPO. We reserved 150,000 shares of our common stock for issuance under our 2015 Employee Stock Purchase Plan. The number of shares reserved for issuance under our 2015 Employee Stock Purchase Plan will increase automatically on the 1st day of January following the first offering date by the number of shares equal to 1% of the total outstanding shares of our common stock as of the immediately preceding December 31 (rounded to the nearest whole share). However, our Board of Directors may reduce the amount of the increase in any particular year. The aggregate number of shares issued over the term of our 2015 Employee Stock Purchase Plan will not exceed 2,250,000 shares of our common stock. Under our 2015 Employee Stock Purchase Plan, eligible employees will be able to acquire shares of our common stock by accumulating funds through payroll deductions. Eligible employees will be able to select a rate of payroll deduction up to 15% of their base cash compensation. The purchase price for shares of our common stock purchased under our 2015 Employee Stock Purchase Plan will be 85% of the lesser of the fair market value of our common stock on (i) the first trading day of the applicable offering period and (ii) the last trading day of each purchase period in the applicable offering period. Except for the first offering period, each offering period will run for no more than six months, with purchases occurring every six months. The first offering period began upon the effective date of our IPO and was originally set to end on June 30, 2016. On May 25, 2016, the Board of Directors extended the initial offering period to July 31, 2016. Subsequent purchase periods will be 6 months in duration beginning on August 1, 2016. On July 29, 2016, we issued 68,392 shares of common stock in conjunction with the end date of the initial purchase window. During 2018 and 2017, we issued 125,567 and 110,711 shares of common stock, respectively, in conjunction with the ESPP. No participant will have the right to purchase shares of our common stock in an amount that has a fair market value greater than $25,000, determined as of the first day of the applicable purchase period, for each calendar year in which that right is outstanding. In addition, no participant will be permitted to purchase more than 2,500 shares during any one purchase period or a lesser amount determined by our compensation committee. Our 2015 Employee Stock Purchase Plan will continue until the earlier to occur of its termination by our Board of Directors, the issuance of all shares reserved for issuance under it or the tenth anniversary of its effective date. A summary of stock option and RSUs activity under the 2007 Plan and the 2015 Equity Incentive Plan is as follows: Stock Options Weighted- Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term (Years) Value (aggregate intrinsic value in thousands) Outstanding as of December 31, 2015 796,356 $ 2.49 6.5 $ 4,157 Granted 230,200 3.38 Exercised (13,112) 1.80 Canceled (21,549) 3.73 Outstanding as of December 31, 2016 991,895 2.68 6.3 $ 161 Granted 835,480 4.30 Exercised (230,123) 1.92 Canceled (36,799) 4.16 Outstanding as of December 31, 2017 1,560,453 3.63 7.6 $ 4,632 Granted 479,375 7.25 Exercised (112,965) 2.48 Canceled (61,448) 3.65 Outstanding as of December 31, 2018 1,865,415 $ 4.63 7.6 $ 1,540 Options vested and expected to vest as of December 31, 2018 1,782,829 $ 4.56 7.5 $ 1,522 Options vested and exercisable as of December 31, 2018 969,246 $ 3.61 6.4 $ 1,290 Restricted Stock Units Weighted- Weighted- Average Average Remaining Aggregate Grant Date Contractual Intrinsic Shares Fair Value Term (Years) Value (aggregate intrinsic value in thousands) Outstanding as of December 31, 2015 874,508 $ 5.95 1.8 $ 6,742 Granted 69,414 4.82 Released (438,086) 5.95 Forfeited/expired (14,882) 5.70 Outstanding as of December 31, 2016 490,954 5.80 0.5 $ 908 Granted 541,513 2.88 Released (497,009) 5.64 Forfeited/expired (25,564) 5.98 Outstanding as of December 31, 2017 509,894 2.84 1.4 $ 3,288 Granted 925,578 6.55 Released (264,568) 4.02 Forfeited/expired (15,924) 8.34 Outstanding as of December 31, 2018 1,154,980 $ 5.50 1.4 $ 5,082 Certain of the RSUs that were released in 2017 and 2018 were net-share settled such that we withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld were based on the value of the RSUs on their release date as determined by our closing stock price. These net-share settlements had the effect of share repurchases as they reduced and retired the number of shares that would have otherwise been issued as a result of the release and did not represent an expense to us. During the year ended December 31, 2018, 264,568 shares of RSUs were released and, of those, we withheld 66,272 shares to satisfy $0. 4 million of employees’ minimum tax obligation on the released RSUs. During the year ended December 31, 2017, 134,541 shares of RSUs were released and, of those, we withheld 50,541 shares to satisfy $0.1 million of employees’ minimum tax obligation on the released RSUs. Additional information regarding stock options outstanding and vested as of December 31, 2018 is summarized below: Options Vested and Options Outstanding Exercisable Weighted- Weighted- Weighted- Number of Average Average Shares Average Stock Remaining Exercise subject Exercise Options Contractual Price per to Stock Price per Range of Exercise Prices Outstanding Life (Years) Share Options Share $1.60 5,509 7.4 $ 1.60 3,008 $ 1.60 $1.65 314,141 3.9 1.65 314,141 1.65 $3.30 - $3.48 239,746 6.9 3.41 224,875 3.40 $3.55 370,275 8.2 3.55 152,087 3.55 $3.60 - $4.58 161,665 8.2 3.76 79,898 3.61 $5.25 247,228 8.4 5.25 98,218 5.25 $5.30 - $6.60 188,545 9.5 6.04 7,025 6.60 $7.85 25,500 8.8 7.85 9,843 7.85 $8.45 239,413 9.3 8.45 29,922 8.45 $8.55 - $10.00 73,393 7.5 9.63 50,229 9.86 $1.60-$10.00 1,865,415 7.6 $ 4.63 969,246 $ 3.61 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | Note 11. Stock-based Compensation. We record stock-based compensation based on fair value as of the grant date using the Black-Scholes option-pricing model for stock options granted and the Monte Carlo simulation techniques for certain RSUs with performance-based vesting conditions. We recognize such costs as compensation expense on a straight-line basis over the employee’s requisite service period, which is generally four years. Our valuation assumptions are as follows: Fair value of common stock . Prior to our IPO in October 2015, we estimated the fair value of our common stock using various valuation methodologies, including valuation analyses performed by third-party valuation firms. After the initial public offering, we used the publicly quoted price as the fair value of our common stock. Risk-free interest rate . We base the risk-free interest rate used in the Black-Scholes option-pricing model on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent expected term of the options for each option group. Expected term . The expected term represents the period that our stock-based awards are expected to be outstanding. The expected term assumption is based on the simplified method in which the expected term is equal to the average of the stock-based award’s weighted-average vesting period and its contractual term. We expect to continue using the simplified method until sufficient information about historical behavior is available. Volatility . We determine volatility based on the historical stock volatilities of our publicly traded common stock from the date of our IPO. Dividend yield . We have never declared or paid any cash dividend and do not currently plan to pay a cash dividend in the foreseeable future. Consequently, we used an expected dividend yield of zero. The following table summarizes the weighted-average assumptions used in the Black-Scholes option-pricing model to determine fair value of stock options: Year Ended December 31, 2018 2017 2016 Volatility 72 % 86 % 52 % Expected dividend yield — — — Risk-free rate 2.85 % 2.15 % 1.34 % Expected term (in years) 6 6 6 The weighted-average grant date fair value of the options granted under the 2015 Equity Incentive Plan as calculated using the Black-Scholes option-pricing model was $4.59, $3.11 and $1.63 per share for the years ended December 31, 2018, 2017 and 2016, respectively. On April 1, 2017, our compensation committee granted 204,220 RSUs that do not begin vesting unless certain performance goals are met. All performance goals must be met in order for the shares to begin vesting. Vesting would begin on the one-year anniversary of the grant date. These performance goals relate to a) the price performance of our common stock one year from the grant date as compared to a threshold established by our compensation committee and b) revenue, gross profit and EBITDA performance relative to plan targets for fiscal 2017 established by our compensation committee. As a result of these performance-based vesting conditions we valued these RSUs using Monte Carlo simulation techniques to establish a fair value per share of $0.81 at the time of grant. As of April 1, 2018, all of the performance goals had been met and 204,220 RSUs began vesting. On April 1, 2018, our compensation committee granted 102,283 RSUs that do not begin vesting unless certain performance goals are met. Vesting will not begin unless the stock performance goals are met and the number of shares eligible to begin vesting are based on Adesto’s share performance as compared to the Russell 2000 stock index which is the performance threshold established by the compensation committee. The evaluation period for the stock performance is from April 2, 2018 through March 31, 2019. Vesting begins on the one-year anniversary of the grant date with 20% of the shares vesting immediately and the remaining 80% of the shares vesting over the next eight quarters. As a result of these performance-based vesting conditions we valued these RSUs using Monte Carlo simulation techniques to establish a fair value per share of $4.92 at the time of grant. The following table presents the effects of stock-based compensation for stock options, RSUs, and ESPP (in thousands): Year Ended December 31, 2018 2017 2016 Cost of revenue $ 190 $ 112 $ 81 Research and development 1,203 1,172 1,038 Selling, general and administrative 1,815 2,218 2,224 Total $ 3,208 $ 3,502 $ 3,343 Stock-based compensation expense capitalized to inventories was not material during the years ended December 31, 2018, 2017 and 2016. We did not realize any income tax benefit from stock option exercises in any of the periods presented due to recurring losses and valuation allowances. As of December 31, 2018, the total unrecognized compensation cost related to stock options, net of estimated forfeitures, was approximately $ 2.8 million, and this amount is expected to be recognized over a weighted-average period of approximately 2.6 years. As of December 31, 2018 the total unrecognized compensation cost related to RSUs and ESPP was $4.8 million and $35,000, respectively, and these amounts are expected to be recognized over 2.5 years and 0.1 years, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12. Income Taxes. The components of our income (loss) before provision for (benefit from) income taxes are as follows (in thousands): Year Ended December 31, 2018 2017 2016 United States $ (23,170) $ (5,974) $ (11,843) Foreign 1,651 387 215 Loss before provision for (benefit from) income taxes $ (21,519) $ (5,587) $ (11,628) The provision for (benefit from) income taxes consisted of the following (in thousands): Year Ended December 31, 2018 2017 2016 Current: Federal $ 1 $ — $ — State 12 3 2 Foreign 92 98 (19) Total current provision for (benefit from) income taxes 105 101 (17) Deferred: Federal — — 1 State — — — Foreign (184) — — Total deferred provision for (benefit from) income taxes (184) — 1 Total $ (79) $ 101 $ (16) The reconciliation of the federal statutory income tax to our effective tax is as follows (in thousands): Year Ended December 31, 2018 2017 2016 Federal tax at statutory rate $ (4,519) $ (1,896) $ (3,954) State taxes - current 13 — — State taxes - deferred (12,354) (877) (184) Foreign rate differential (199) (46) (14) Nondeductible expenses 251 453 (48) Research and development credit (174) (174) (180) Stock compensation 47 218 784 Change in federal rate (2,191) 12,231 — Transaction costs 1,615 — — Change in valuation allowance 17,432 (9,808) 3,580 Total $ (79) $ 101 $ (16) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 31,399 $ 20,017 Accruals and reserves 1,528 2,234 Amortization of intangible assets — 802 Tax credit carryforwards 13,081 3,443 Depreciation 280 (75) Deferred revenue 123 — Other 1,093 104 Gross deferred tax assets 47,504 26,525 Valuation allowance (43,957) (26,525) Total deferred tax assets 3,547 — Deferred tax liabilities: Change in tax accounting method for reserves and — — allowances Amortization of intangible assets (5,282) (1) Total deferred tax liabilities (5,282) (1) Net deferred tax liability $ (1,735) $ (1) In accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes, a valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. Based on our review of both the positive and negative evidence, which includes our historical operating performance, reported cumulative net losses since inception and difficulty in accurately forecasting its results, we have concluded that it is more likely than not that the we will not be able to realize all of our U.S. deferred tax assets. Therefore, we have established a valuation allowance to offset net deferred tax assets as of December 31, 2018, 2017 and 2016 due to the uncertainty of realizing future tax benefits from our net operating loss (“NOL”) carryforwards and other deferred tax assets. The net change in the total valuation allowance for the years ended December 31, 2018, 2017, and 2016 was an increase of $17.4 million, a decrease of $9.8 million, and an increase of $3.6 million, respectively. As of December 31, 2018, we had federal and state NOL carryforwards of $92.3 million and $100.4 million available to offset future taxable income. The federal NOL carryforwards will expire at various dates beginning in 2027, if not utilized. The state NOL carryforward will expire at various dates beginning in 2019, if not utilized. In addition, as of December 31, 2018, we had federal and state research and development tax credit carryforwards of $3.8 million and $21.5 million. The federal research and development credit carryforwards will expire beginning in 2027 if not utilized. The state research and development tax credit carryforwards do not expire. Utilization of NOL carryforwards and credits may be subject to substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of NOLs and credits before utilization. The acquired tax attributes of Echelon have been written down by the ownership change limitations. ASC 740‑10 clarifies the accounting for uncertainties in income taxes by prescribing guidance for the recognition, de-recognition and measurement in our financial statements of income tax positions taken in previously filed tax returns or tax positions expected to be taken in tax returns, including a decision whether to file or not to file in a particular jurisdiction. ASC 740‑10 requires the disclosure of any liability created for unrecognized tax benefits. The application of ASC 740‑10 may also affect the tax bases of assets and liabilities and therefore may change or create deferred tax liabilities or assets. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Balance as of December 31, 2015 $ 3,135 Tax positions related to the current year: Additions 462 Tax positions related to the prior year: Reductions (7) Balance as of December 31, 2016 3,590 Tax positions related to the current year: Additions 665 Tax positions related to the prior year: Reductions (8) Balance as of December 31, 2017 4,247 Tax positions related to the current year: Additions 459 Echelon acquisition 5,938 Tax positions related to the prior year: Reductions (8) Balance as of December 31, 2018 $ 10,636 Our total amounts of unrecognized tax benefits that, if recognized, would affect our tax rate are $361,000 and $36,000 as of December 31, 2018 and 2017, respectively. While it is often difficult to predict the final outcome of any particular uncertain tax position, we do not believe it is reasonably possible that the total amount of unrecognized tax benefit as of December 31, 2018 will materially change in the next twelve months. Our policy is to classify interest and penalties associated with unrecognized tax positions, if any, as components of our income tax provision. Interest and penalties were not significant during the year ended December 31, 2018. We file federal, state and foreign income tax returns in jurisdictions with varying statutes of limitations. Due to our net operating loss and credit carryforwards, our income tax returns generally remain subject to examination by federal, state and international authorities. In December 2017, the Tax Cuts and Jobs Act (the “2017 Tax Act”) was enacted. The 2017 Tax Act includes a number of changes to existing U.S. tax laws that impact us, most notably a reduction of the U.S. corporate income tax rate from 35 percent to 21 percent for tax years beginning after December 31, 2017. We measure deferred tax assets and liabilities using enacted tax rates that will apply in the years in which the temporary differences are expected to be recovered or paid. Accordingly, our deferred tax assets and liabilities were remeasured to reflect the reduction in the U.S. corporate income tax rate from 35 percent to 21 percent, resulting in a $12.2 million decrease in net deferred tax assets for the year ended December 31, 2017 and a corresponding $12.2 million decrease in the valuation allowance as of December 31, 2017. On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Act. In accordance with SAB 118, we had determined that the provisional amount related to the mandatory deemed repatriation of deferred foreign income was $0.2 million based on cumulative foreign earnings of $0.8 million. In the fourth quarter of 2018 the calculation of the mandatory deemed repatriation of deferred foreign income was finalized, and the change to the original estimate was immaterial. In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income ("GILTI") provisions of the 2017 Tax Act. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The guidance indicates that either accounting for deferred taxes related to GILTI inclusions or to treat any taxes on GILTI inclusions as period cost are both acceptable methods subject to an accounting policy election. Effective the first quarter of 2018, we elected to treat any potential GILTI inclusions as a period cost as we are not projecting any material impact from GILTI inclusions and any deferred taxes related to any inclusion would be immaterial. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 13. Net Loss Per Share. The following outstanding common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive: Year Ended December 31, 2018 2017 2016 Stock options 1,865,415 1,560,453 991,895 Restricted stock units 1,154,980 509,894 490,954 Common stock warrants 1,239,423 389,423 411,514 4,259,818 2,459,770 1,894,363 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14. Related Party Transactions. The Company purchases certain wafers from Altis Semiconductor S.N.C., which was acquired by X-FAB Silicon Foundries in 2016, who is a stockholder of the Company. There were no payments made during the year ended December 31, 2018 and total payments made during the years ended December 31, 2017 and 2016 were $200,000 and $314,000, respectively. As of December 31, 2018 and 2017, there were no invoices included within accounts payable on the consolidated balance sheets. |
Selected Unaudited Quarterly Fi
Selected Unaudited Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Unaudited Quarterly Financial Data | Note 15. Selected Unaudited Quarterly Financial Data. The following tables show a summary of the Company’s unaudited quarterly financial information: Three Months Ended December 31, September 30, June 30, March 31, 2018 2018 2018 2018 Revenue, net $ 28,078 $ 21,927 $ 18,183 $ 15,302 Gross profit $ 11,534 $ 9,583 $ 7,764 $ 7,180 Net loss $ (6,875) $ (8,397) $ (5,058) $ (1,102) Net loss per share - Basic and diluted $ (0.23) $ (0.30) $ (0.24) $ (0.05) Three Months Ended December 31, September 30, June 30, March 31, 2017 2017 2017 2017 Revenue, net $ 16,154 $ 15,239 $ 13,412 $ 11,307 Gross profit $ 7,732 $ 7,466 $ 6,723 $ 5,554 Net loss $ (165) $ (997) $ (1,751) $ (2,775) Net loss per share - Basic and diluted $ (0.01) $ (0.05) $ (0.11) $ (0.18) |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Organization and Nature of Operations. Adesto Technologies Corporation (together with its subsidiaries; “Adesto”, “we”, “our”, “us” or the “Company”) was incorporated in the state of California in January 2006 and reincorporated in Delaware in October 2015. We are a leading provider of innovative, application-specific semiconductor and systems for the Internet of Things era. Our corporate headquarters are located in Santa Clara, California. On May 9, 2018 we acquired 100% of the issued capital of S3 Asic Semiconductors Limited and on September 14, 2018 we acquired 100% of the issued capital of Echelon Corporation. Our financial results include the operating results of those entities from the date of acquisition . |
Liquidity | Liquidity. Since inception we have funded our operations primarily through sales of common and preferred stock and borrowing arrangements. As of December 31, 2018, our principal sources of liquidity consisted of cash, cash equivalents and restricted cash of $ 9.1 million. In addition, we have incurred net losses since our inception, and as of December 31, 2018 have an accumulated deficit of approximately $121.3 million. We expect to continue to incur operating losses and negative cash flows from operations through March 31, 2020. We believe our existing cash and cash equivalents will be sufficient to meet our anticipated cash needs over the next 12 months. Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of our spending to support research and development activities, the timing and cost of establishing additional sales and marketing capabilities, the introduction of new and enhanced products and our costs to implement new manufacturing technologies. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. Any additional debt financing obtained by us in the future could also involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. Additionally, if we raise additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of our company, and any new equity securities we issue could have rights, preferences and privileges senior to those of holders of our common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited. |
Basis of Presentation | Basis of Presentation. The consolidated financial statements include the results of our operations and the operations of our wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. |
Recent Accounting Pronouncements and Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements. In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurement Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. As part of the FASB's disclosure framework project, it has eliminated, amended and added disclosure requirements for fair value measurements. Entities will no longer be required to disclose the amount of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy, the policy of timing of transfers between levels of the fair value hierarchy and the valuation processes for Level 3 fair value measurements. Public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. This ASU is effective for public entities for annual and interim periods beginning after December 15, 2019. Early adoption is permitted as of the beginning of any interim or annual reporting period. This ASU will have an impact on the Company's disclosures. In June 2018, FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 applies to all entities that enter into share-based payment transactions for acquiring goods and services from nonemployees. The amendments in ASU 2018-07 expand the scope of Topic 718, Compensation - Stock Compensation, to include share-based payments transactions to nonemployees. Changes to the accounting for nonemployee awards as a result of ASU 2018-07 include: 1) equity-classified nonemployee share-based payment awards are measured at the grant date, instead of the previous requirement to remeasure the awards through the performance completion date, 2) for awards with performance conditions, compensation cost is recognized when the achievement of the performance condition is probable, rather than upon achievement, and 3) the current requirement to reassess the classification (equity or liability) for nonemployee awards upon vesting is eliminated. ASU 2018-07 clarifies that Topic 718 does not apply to financing transactions or awards granted to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The amendments in ASU 2018-07 are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within that fiscal year. An entity should only remeasure liability-classified awards that have not been settled by the date of adoption and equity-classified awards for which the measurement date has not been established through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company expects that the adoption will not have a material impact on its consolidated financial statements. In February 2018, FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. This ASU is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The Company expects that the adoption will not have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU eliminates Step 2 from the goodwill impairment test. Instead, an entity should recognize an impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. This ASU is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company is currently evaluating the effect of the adoption of this ASU, but anticipates that the adoption will not have a material impact on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU requires instruments measured at amortized cost to be presented at the net amount expected to be collected. Entities are also required to record allowances for available-for-sale debt securities rather than reduce the carrying amount. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company expects that the adoption will not have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases, requiring lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the exception of short-term leases with a lease term of twelve months or less. For lessees, leases will continue to be classified as either operating or finance leases in the income statement. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model. Lessors will continue to classify leases as operating, direct financing or sales-type leases. The effective date of the new leases standard for public companies is for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. The updated standard is effective for us beginning in the first quarter of fiscal 2019 and we do not plan to early adopt. The new leases standard must be adopted using a modified retrospective transition and allows for the application of the new guidance at the beginning of the earliest comparative period presented or at the adoption date. In July 2018, the FASB issued ASU No. 2018-11, Leases - Targeted Improvements, providing an optional transition method that allows entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We intend to adopt the new leases standard using this optional transition method. While we are continuing to assess the potential impacts of the standard, we currently expect the most significant impact will be the recognition of right-of-use assets and lease liabilities on our consolidated balance sheet. Recently Adopted Accounting Pronouncements. The Company early adopted ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815), which simplifies the accounting for certain equity-linked financial instruments and embedded feature with down round features that reduce the exercise price when the pricing of a future round of financing is lower. Adoption of ASC 606: In May 2014, the FASB issued an ASU on revenue from contracts with customers, ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”). This standard update outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The guidance is effective for annual reporting periods including interim reporting reports beginning after December 15, 2017. Collectively, we refer to Topic 606, its related amendments and Subtopic 340-40 as the “new standard”. On January 1, 2018, we adopted the new standard using the modified retrospective method applied to all contracts that are not completed contracts at the date of initial application (i.e., January 1, 2018). Results for reporting periods after January 1, 2018 are presented under the new standard, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting. There was no impact on the opening accumulated deficit as of January 1, 2018 due to the adoption of the new standard. We reclassified the allowance for ship from SSDs, price protection, rights of return and other activities to current liabilities presented as "Price adjustments and other revenue reserves" from the allowance for accounts receivable due to the adoption of the new standard. We recorded a cumulative effect adjustment to our January 1, 2018 consolidated balance sheet for the impact of the reclassification of the allowance for SSDs, price protection, rights of return and other activities to current liabilities presented as “Price adjustments and other revenue reserves”. The cumulative effect of the changes made to our January 1, 2018 consolidated balance sheet for the adoption of the new revenue standard were as follows (in thousands): Balance as of Adjustments Balance as of December 31, Due to January 1, 2017 ASC 606 2018 Accounts receivable, net $ 8,668 $ 3,832 $ 12,500 Price adjustments and other revenue reserves $ — $ (3,832) $ (3,832) In accordance with the new standard requirements, the disclosure of the impact of adoption on select consolidated balance sheet line items was as follows (in thousands): As of December 31, 2018 As Balances without Effect of Reported ASC 606 Change Accounts receivable, net $ 23,211 $ 18,392 $ (4,819) Price adjustments and other revenue reserves $ 4,819 $ — $ 4,819 |
Revenue Recognition | Revenue Recognition. Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Sales of products with alternative use account for the majority of our revenue and are recognized at a point in time, the timing of such recognition remained the same under Topic 606. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer and deposited with the relevant government authority, are excluded from revenue. Our revenue arrangements do not contain significant financing components. Revenue is recognized over a period of time when it is assessed that performance obligations are satisfied over a period rather than at a point in time. When any of the following criteria is fulfilled, revenue is recognized over a period of time: (a) The customer simultaneously receives and consumes the benefits provided by the performance as Adesto performs. (b) Adesto’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced. (c) Adesto’s performance does not create an asset with an alternative use, and Adesto has an enforceable right to payment for performance completed to date. If revenue is recognized over a period of time, we would then select an appropriate method for measuring progress toward complete satisfaction of the performance obligation, usually costs incurred to date relative to the total expected costs to the satisfaction of that performance obligation. Typically, our revenue from NVM and Embedded Systems products is recognized at a point in time. Revenues from our ASIC and IP solutions products are generally recognized over a period of time. Sales to certain distributors are made under arrangements which provide the distributors with price adjustments, price protection, stock rotation and other allowances under certain circumstances. These adjustments and allowances are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and reduce revenue recognized. We believe that there will not be significant changes to our estimates of variable consideration. If a customer pays consideration, or Adesto has a right to an amount of consideration that is unconditional before we transfer a good or service to the customer, those amounts are classified as deferred income/ advances received from customers which are included in other current liabilities or other long-term liabilities when the payment is made or it is due, whichever is earlier. If the arrangement includes variable contingent consideration, we recognize revenue over time if we can reasonably measure its progress, or we are capable of providing reliable information that would be required to apply an appropriate method of measuring progress. To date, we have not had any arrangements incorporating contingent consideration. Sales commissions are owed and are recorded at the time of sell through of our products to end customers. These costs are recorded within selling, general and administrative expenses. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Timing of Revenue Recognition. 2018 (in thousands) Products transferred at a point in time $ 72,323 Products and services transferred over time 11,167 $ 83,490 The following table reflects the changes in our contract assets, which we classify as accounts receivable, unbilled and our contract liabilities which we classify as deferred revenue: Year ended December 31, 2018 2017 Change (in thousands) Contract assets: Accounts receivable, unbilled $ 751 $ — $ 751 Contract liabilities: Deferred revenue $ 1,848 $ 262 $ 1,586 Accounts receivable, unbilled represents revenue recognized on certain development contracts for which invoicing has not yet occurred based on the terms of the development contract. As of December 31, 2018, we had $0.8 million classified as unbilled accounts receivable. Deferred revenue represents amounts invoiced to customers for certain development contracts for which revenue has yet to be recognized based on actual development hours performed. Typically the timing of invoicing is based on the terms of the contract. As of December 31, 2018, we had $1. 8 million classified as deferred revenue. |
Reclassifications | Reclassifications. Certain reclassifications have been made to prior periods’ consolidated financial statements to conform to the current period presentation. These reclassifications did not result in any change in previously reported total assets, stockholders’ equity or net loss. |
Use of Estimates | Use of Estimates. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amount of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. On an on-going basis, we evaluate those estimates, including those related to allowances for doubtful accounts, price adjustments and other revenue reserves, warranty accrual, inventory write-downs, valuation of long-lived assets, including property and equipment and identifiable intangible assets and goodwill, loss on purchase commitments, valuation of deferred taxes and contingencies. In addition, we use assumptions when employing the Black-Scholes option-pricing model to calculate the fair value of stock options granted and Monte Carlo simulation techniques to value certain restricted stock units with market-based vesting conditions. We base our estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, when these carrying values are not readily available from other sources. Actual results could differ from these estimates. |
Shipping Costs | Shipping Costs. We have elected to account for shipping and handling costs as fulfillment costs after the customer obtains control of the goods. These costs are recorded in cost of revenue . |
Product Warranty | Product Warranty. Our non-volatile memory (“NVM”) products are sold with a limited warranty for a period of one year, warranting that the product conforms to specifications and is free from material defects in design, materials and workmanship. To date, we have had insignificant returns of any defective production parts. During the year ended December 31, 2015, we recorded $250,000 for a specific potential warranty claim. During the years ended December 31, 2017 and 2016, $185,000 and $41,000, respectively, has been incurred relating to this potential warranty claim and during the year ended December 31, 2017 we recorded $27,000 for an additional potential warranty claim. During 2018, we did not record any additional liability related to potential warranty claims. As of December 31, 2018 and 2017, the warranty accrual related to NVM products was $51,000 and $51,000, respectively, and is included in accrued expenses and other current liabilities on the consolidated balance sheets. At the time of the Echelon acquisition we recorded a warr anty liability of $401,000 related to Echelon products. For the period ended December 31, 2018, we recorded additional warranty expense of $53,000. As of December 31, 2018, the warranty accrual related to Echelon products was $454,000 and is included in accrued expenses and other current liabilities on the consolidated balance sheets. |
Income Taxes | Income Taxes. We account for income taxes using an asset and liability approach, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements, but have not been reflected in our taxable income. Valuation allowances are established to reduce deferred tax assets as necessary when in management’s estimation, based on available objective evidence, it is more likely than not that we will not generate sufficient taxable income in future periods to realize the benefit of our deferred tax assets. We include interest and penalties related to unrecognized tax benefits in income tax expense. We recognize in our consolidated financial statements the impact of a tax position that based on its technical merits is more likely than not to be sustained upon examination. |
Foreign Currency Translation | Foreign Currency Translation. The functional currency of our foreign subsidiaries is the local currency. In consolidation, we translate assets and liabilities at exchange rates in effect at the consolidated balance sheet date. We translate revenue and expense accounts at the average exchange rates during the period in which the transaction takes place. We had a net gain from foreign currency translation of assets and liabilities of $0.2 million for the year ended December 31, 2018. Net losses from foreign currency translation of assets and liabilities were $0.1 million and $0.1 million for the years ended December 31, 2017 and 2016, respectively, and are included in the cumulative translation adjustment component of accumulated other comprehensive loss, net of tax, a component of stockholders’ equity. We had a net gain of $69,000 arising from transactions denominated in currencies other than the functional currency for the year ended December 31, 2018. Net losses arising from transactions denominated in currencies other than the functional currency were $4,000 and $0.1 million for the years ended December 31, 2017 and 2016, respectively, and are included in other income (expense), net in the consolidated statements of operations. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents and Restricted Cash. We consider all highly liquid investments with an initial maturity of 90 days or less at the date of purchase to be cash equivalents. We maintain such funds in overnight cash deposits. |
Property and Equipment | Property and Equipment. Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the term of the related lease, whichever is shorter. Estimates of useful lives are as follows: Estimated useful lives Machinery and equipment 2-10 years Furniture and fixtures 2-3 years Leasehold improvements Shorter of lease term or estimated useful lives |
Inventories | Inventories. We record inventories at the lower of standard cost (which generally approximates actual cost on a first-in, first-out basis) or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation. On a quarterly basis, we analyze inventories on a part-by-part basis. The carrying value of inventory is adjusted for excess and obsolete inventory based on the forecast of demand over a specific future period. At the point of loss recognition, a new lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that new cost basis. The markets that we serve are volatile and actual results may vary from forecast or other assumptions, potentially affecting our assessment of excess and obsolete inventory which could have a material effect on our results of operations. |
Long-Lived Assets | Long-Lived Assets. We evaluate our long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. We recognize an impairment loss when the net book value of such assets exceeds the estimated future undiscounted cash flows attributable to the asset. If impairment is indicated, we write the asset down to its estimated fair value. We recognized an impairment of $ 1.6 million on certain long-lived assets for the year ended December 31, 2018. |
Purchased Intangible Assets | Purchased Intangible Assets. Purchased intangible assets are amortized over their useful lives unless these lives are determined to be indefinite. Purchased intangible assets with definite lives are carried at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of the respective assets as follows: Years Developed technology 4 - 10 Customer relationships 7 - 12 Customer backlog 1 Contract backlog 0.5 Non-compete agreement 2 - 5 Trademarks 8 - 12 |
Goodwill | Goodwill. Goodwill represents the excess of the cost of an acquisition over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed. We evaluate our goodwill, at a minimum, on an annual basis and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We perform our annual goodwill impairment test as of November 1 of each year. When evaluating goodwill for impairment, we may initially perform a qualitative assessment which includes a review and analysis of certain quantitative factors to estimate if a reporting units’ fair value significantly exceeds its carrying value. When the estimate of a reporting unit’s fair value appears more likely than not to be less than its carrying value based on this qualitative assessment, we continue to the first step of two steps impairment test. The first step requires a comparison of the fair value of the reporting unit to its net book value, including goodwill. The fair value of the reporting units is determined based on a weighting of income and market approaches. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. Under the market approach, we estimate the fair value based on market multiples of revenue or earnings for comparable companies. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, and future economic and market conditions and determination of appropriate market comparables. We base these fair value estimates on reasonable assumptions but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates. A potential impairment exists if the fair value of the reporting unit is lower than its net book value. The second step of the process is only performed if a potential impairment exists, and it involves determining the difference between the fair values of the reporting unit’s net assets, other than goodwill, and the fair value of the reporting unit, and, if the difference is less than the net book value of goodwill, an impairment charge is recorded. In the event that we determine that the value of goodwill has become impaired, we record a charge for the amount of impairment during the fiscal quarter in which the determination is made. We operate in one reporting unit. We conducted our annual goodwill impairment analysis in the fourth quarters of 2018, 2017, and 2016 and no goodwill impairment was indicated. |
Research and Development Expenses | Research and Development Expenses. Research and development expenditures are expensed as incurred. |
Stock-based Compensation | Stock-based Compensation. We account for stock-based compensation using the fair value method. We determine fair value for stock options awarded to employees at the grant date using the Black-Scholes option-pricing model, which requires us to make various assumptions, including the fair value of the underlying common stock, expected future share price volatility and expected term. We determine the fair value of stock options awarded to non-employees at each vesting date using the Black-Scholes option-pricing model, and re-measure fair value at each reporting period until the services required under the arrangement are completed. Fair value is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. We are required to estimate the expected forfeiture rate and only recognize expense for those stock-based awards expected to vest. We estimate the forfeiture rate based on historical experience of our stock-based awards that are granted, exercised and cancelled. If the actual forfeiture rate is materially different from our estimate, stock-based compensation expense in future periods could be significantly different from what was recorded in the current period. Time-based restricted stock units (“RSUs”) are valued at the grant date fair value of the underlying common shares. Performance-based RSUs are valued using the Monte Carlo simulation technique. The Monte Carlo simulation model incorporates assumptions for the holding period, risk-free interest rate, stock price volatility and dividend yield. |
Concentration of Risk | Concentration of Risk. Our products are primarily manufactured, assembled and tested by third-party foundries and other contractors in Asia and we are heavily dependent on a single foundry in Taiwan for the manufacture of wafers and a single contractor in the Philippines for assembly and testing of our products. We do not have long-term agreements with either of these suppliers. A significant disruption in the operations of these parties would adversely impact the production of our products for a substantial period of time, which could have a material adverse effect on our business, financial condition, operating results and cash flows. Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents and accounts receivables. We place substantially all of our cash and cash equivalents on deposit with three reputable, high credit quality financial institution in the United States of America. We believe that the banks that hold substantially all of our cash and cash equivalents are financially sound and, accordingly, subject to minimal credit risk. Deposits held with the banks may exceed the amount of insurance provided on such deposits. We generally do not require collateral or other security in support of accounts receivable. We periodically review the need for an allowance for doubtful accounts by considering factors such as historical experience, credit quality, the age of the accounts receivable balances and current economic conditions that may affect a customer’s ability to pay. As a result of our favorable collection experience and customer concentration, there was no allowance for doubtful accounts as of December 31, 2017 and 2016. We recorded an allowance for doubtful accounts of $30,000 for the year ended December 31, 2018. Customer concentrations as a percentage of revenue, net were as follows: Year Ended December 31, 2018 2017 2016 Customer A 17 % 18 % 14 % Customer B * 10 % 11 % * less than 10% Customer concentrations as a percentage of gross accounts receivable were as follows: Year Ended December 31, 2018 2017 2016 Customer A * 31 % 18 % Customer B * * 13 % Customer C 13 % * * * less than 10% |
Net Loss per Share | Net Loss per Share. Basic net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and potentially dilutive common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. For purposes of the diluted net loss per share calculation, common stock options, RSUs, and common stock warrants are considered to be potentially dilutive securities. |
Loss Contingencies | Loss Contingencies. We are or have been subject to claims arising in the ordinary course of business. We evaluate contingent liabilities, including threatened or pending litigation, for potential losses. If the potential loss from any claim or legal proceedings is considered probable and the amount can be estimated, we accrue a liability for the estimated loss. Because of uncertainties related to these matters, accruals are based upon the best information available. For potential losses for which there is a reasonable possibility (meaning the likelihood is more than remote but less than probable) that a loss exists, we will disclose an estimate of the potential loss or range of such potential loss or include a statement that an estimate of the potential loss cannot be made. As additional information becomes available, we reassess the potential liability related to pending claims and litigation and may revise our estimates, which could materially impact our consolidated financial statements. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Adoption of New Revenue Standard and Impact of Adoption on Select Condensed Consolidated Balance Sheet | The cumulative effect of the changes made to our January 1, 2018 consolidated balance sheet for the adoption of the new revenue standard were as follows (in thousands): Balance as of Adjustments Balance as of December 31, Due to January 1, 2017 ASC 606 2018 Accounts receivable, net $ 8,668 $ 3,832 $ 12,500 Price adjustments and other revenue reserves $ — $ (3,832) $ (3,832) In accordance with the new standard requirements, the disclosure of the impact of adoption on select consolidated balance sheet line items was as follows (in thousands): As of December 31, 2018 As Balances without Effect of Reported ASC 606 Change Accounts receivable, net $ 23,211 $ 18,392 $ (4,819) Price adjustments and other revenue reserves $ 4,819 $ — $ 4,819 |
Schedule of Timing of Revenue Recognition | 2018 (in thousands) Products transferred at a point in time $ 72,323 Products and services transferred over time 11,167 $ 83,490 |
Schedule of Contract Assets and Contract Liabilities | Year ended December 31, 2018 2017 Change (in thousands) Contract assets: Accounts receivable, unbilled $ 751 $ — $ 751 Contract liabilities: Deferred revenue $ 1,848 $ 262 $ 1,586 |
Schedule of Property and Equipment Estimated Useful Lives | Estimates of useful lives are as follows: Estimated useful lives Machinery and equipment 2-10 years Furniture and fixtures 2-3 years Leasehold improvements Shorter of lease term or estimated useful lives |
Schedule of Purchased Intangible Assets Estimated Useful Lives | Amortization is computed using the straight-line method over the estimated useful lives of the respective assets as follows: Years Developed technology 4 - 10 Customer relationships 7 - 12 Customer backlog 1 Contract backlog 0.5 Non-compete agreement 2 - 5 Trademarks 8 - 12 |
Schedule of Customer Concentration as Percentage of Total Revenue and Gross Receivable | Customer concentrations as a percentage of revenue, net were as follows: Year Ended December 31, 2018 2017 2016 Customer A 17 % 18 % 14 % Customer B * 10 % 11 % * less than 10% Customer concentrations as a percentage of gross accounts receivable were as follows: Year Ended December 31, 2018 2017 2016 Customer A * 31 % 18 % Customer B * * 13 % Customer C 13 % * * * less than 10% |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Acquisition [Line Items] | |
Schedule of Pro Forma Financial Information | Year ended December 31, 2018 2017 2016 (in thousands except per share amounts) Net revenue $ 104,858 $ 87,779 $ 76,353 Net loss $ (21,070) $ (10,311) $ (15,715) Basic and diluted net loss per share $ (0.84) $ (0.39) $ (0.69) |
Echelon Corporation [Member] | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price Allocation | The following table summarizes the fair values of assets acquired and liabilities assumed (in thousands): Cash $ 15,270 Short term investments 1,274 Accounts receivable 3,020 Inventories 5,710 Other current assets 2,845 Property and equipment, net 614 Intangible assets 17,690 Goodwill 4,266 Other non-current assets 252 Accounts payable (3,630) Other current liabilities (2,642) Other non-current liabilities (563) Fair value net assets acquired $ 44,106 |
Schedule of Intangible Assets Acquired | Fair Value Useful Customer relationships $ 6,520 7 Developed technology 10,670 4 Trademarks 500 8 Total acquired intangible assets $ 17,690 |
S3 Asic Semiconductors Limited [Member] | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price Allocation | The following table summarizes the fair values of assets acquired and liabilities assumed (in thousands): Cash $ 267 Accounts receivable 192 Other current assets 883 Property and equipment, net 191 Intangible assets 15,340 Goodwill 34,352 Accounts payable (37) Deferred revenue (129) Earn-out liability, current (10,218) Other current liabilities (761) Deferred tax liability (1,918) Earn-out liability, non-current (3,279) Fair value of net assets acquired $ 34,883 |
Schedule of Intangible Assets Acquired | Fair Value Useful Customer relationships $ 12,880 7 Contract backlog 210 0.5 Developed technology 1,080 5 Non-compete agreements 380 2 Trademarks 790 12 Total acquired intangible assets $ 15,340 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net consisted of the following (in thousands): December 31, 2018 2017 Accounts receivable $ 22,490 $ 12,500 Accounts receivable, unbilled 751 — Allowance for SSDs, price protection, rights of return and other activities — (3,832) Allowance for doubtful accounts (30) — Total accounts receivable, net $ 23,211 $ 8,668 |
Schedule of Inventories | Inventories consisted of the following (in thousands): December 31, 2018 2017 Raw materials $ 1,427 $ 2,213 Work-in-process 11,451 2,408 Finished goods 5,757 1,193 Total inventories $ 18,635 $ 5,814 |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): December 31, 2018 2017 Machinery and equipment $ 15,537 $ 9,457 Leasehold improvements 4,422 4,252 Computer software 3,760 675 Furniture and fixtures 372 83 TowerJazz license — 350 Construction in progress 52 1,301 Property and equipment, at cost 24,143 16,118 Accumulated depreciation and amortization (17,058) (8,935) Property and equipment, net $ 7,085 $ 7,183 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2018 2017 Accrued sales commission payable $ 387 $ 310 Accrued manufacturing expenses 692 265 Deferred rent, current portion 514 422 Liabilities to certain customers 366 468 Warranty reserve 505 51 Deferred revenue, current portion 1,848 262 Other accrued liabilities 860 581 Total accrued expenses and other current liabilities $ 5,172 $ 2,359 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | Fair Value Measurement at Reporting Date Using Significant Quoted Prices in Other Significant Active Markets Observable Unobservable for Identical Inputs Inputs Assets (Level 1) (Level 2) (Level 3) Total (in thousands) As of December 31, 2018 Assets: Money market funds $ 458 $ — $ — $ 458 U.S. government securities 1,282 — — 1,282 $ 1,740 $ — $ — $ 1,740 Liabilities: Earn-out liability $ — $ — $ 10,450 $ 10,450 As of December 31, 2017 Assets: Money market funds $ 11,501 $ — $ — $ 11,501 |
Schedule of Reconciliation of Change Fair Value | Balance as of January 1, 2018 $ — Acquisitions 13,497 Change in fair value (2,569) Change in foreign currency exchange rate (478) Balance as of December 31, 2018 $ 10,450 |
Purchased Intangible Assets (Ta
Purchased Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets, net are as follows (in thousands): December 31, 2018 Estimated Useful Gross Carrying Accumulated Net Carrying Developed technology 4 - 10 $ 16,032 $ 3,593 $ 12,439 Customer relationships 7 - 12 28,411 6,085 22,326 Customer backlog 1 2,779 2,779 — Contract backlog 0.5 210 210 — Non-compete agreement 2 - 5 662 398 264 Trademarks 8 - 12 1,290 58 1,232 Total intangible assets subject to amortization $ 49,384 $ 13,123 $ 36,261 December 31, 2017 Estimated Useful Gross Carrying Accumulated Net Carrying Developed technology 10 $ 4,282 $ 2,249 $ 2,033 Customer relationships 12 9,011 3,942 5,069 Customer backlog 1 2,779 2,779 — Non-compete agreement 5 282 282 — Total intangible assets subject to amortization $ 16,354 $ 9,252 $ 7,102 |
Schedule of Finite-Lived Intangible Assets, Annual Expected Amortization Expense | The estimated future amortization expense of acquisition-related intangible assets subject to amortization as of December 31, 2018 is as follows (in thousands): Year Ended December 31, 2019 $ 7,152 2020 7,037 2021 6,962 2022 6,070 2023 3,736 Thereafter 5,304 Total $ 36,261 |
Borrowings (Tables)
Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Borrowings | Outstanding borrowings consisted of the following (in thousands): December 31, 2018 2017 Term loan, current $ 141 $ 926 Term loan, non-current 29,418 10,908 Line of credit — 1,500 Total $ 29,559 $ 13,334 |
Schedule of Future Repayments Of Outstanding Borrowing | Future repayments on outstanding borrowings (excluding unamortized discount of $5.1 million as of December 31, 2018) are as follows: (in thousands) Year Ended December 31, 2019 $ 1,750 2020 1,750 2021 1,750 2022 29,458 $ 34,708 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Product Revenue from Customers Based on Geographic Region | Product revenue from customers is designated based on the geographic region to which the product is delivered. Revenue by geographic region was as follows (in thousands): Year Ended December 31, 2018 2017 2016 United States $ 23,188 $ 11,667 $ 6,301 Rest of Americas 2,790 245 483 Europe 17,514 9,546 5,809 Asia Pacific 39,463 34,263 31,051 Rest of world 535 391 324 Total $ 83,490 $ 56,112 $ 43,968 |
Schedule of Long-Lived Assets by Geographic Region | Long-lived assets are attributed to the geographic region were they are located. Long-lived assets by geographic region were as follows (in thousands): December 31, 2018 2017 United States $ 3,879 $ 5,424 Asia Pacific 2,968 1,759 Europe 238 — Total property and equipment, net $ 7,085 $ 7,183 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Operating Leases | Total 2019 2020 2021 2022 2023 Thereafter (in thousands) Operating leases $ 10,870 $ 2,475 $ 1,877 $ 1,692 $ 1,554 $ 1,022 $ 2,250 |
Common Stock, Common Stock Wa_2
Common Stock, Common Stock Warrants and Stock Option Plan (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Stock Reserved for Future Issuance | As of December 31, 2018 and 2017, we had reserved shares of common stock for future issuances as follows: December 31, 2018 2017 Warrants to purchase common stock 1,239,423 389,423 Options outstanding 1,865,415 1,560,453 Restricted stock units outstanding 1,154,980 509,894 Shares available for future grants 96,515 580,827 Shares available for ESPP 362,938 275,587 Total 4,719,271 3,316,184 |
Summary of Outstanding Common Stock Warrants | In connection with the conversion of preferred stock warrants upon the completion of our IPO on October 30, 2015, the following common stock warrants were outstanding: As of December 31, 2018 Total amount of securities issuable under the outstanding warrants Exercise Price Issuance Date Expiration Date $ 30.35 2012-2013 $ 2.38 2014-2015 2022-2024 $ 8.30 $ 8.11 As of December 31, 2017 Total amount of securities issuable under the outstanding warrants Exercise Price Issuance Date Expiration Date $ 30.35 2012-2013 $ 2.38 2014-2015 2022-2024 $ 7.71 |
Summary of Stock Option Activity | Stock Options Weighted- Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term (Years) Value (aggregate intrinsic value in thousands) Outstanding as of December 31, 2015 796,356 $ 2.49 6.5 $ 4,157 Granted 230,200 3.38 Exercised (13,112) 1.80 Canceled (21,549) 3.73 Outstanding as of December 31, 2016 991,895 2.68 6.3 $ 161 Granted 835,480 4.30 Exercised (230,123) 1.92 Canceled (36,799) 4.16 Outstanding as of December 31, 2017 1,560,453 3.63 7.6 $ 4,632 Granted 479,375 7.25 Exercised (112,965) 2.48 Canceled (61,448) 3.65 Outstanding as of December 31, 2018 1,865,415 $ 4.63 7.6 $ 1,540 Options vested and expected to vest as of December 31, 2018 1,782,829 $ 4.56 7.5 $ 1,522 Options vested and exercisable as of December 31, 2018 969,246 $ 3.61 6.4 $ 1,290 |
Summary of Restricted Stock Units Activity | Restricted Stock Units Weighted- Weighted- Average Average Remaining Aggregate Grant Date Contractual Intrinsic Shares Fair Value Term (Years) Value (aggregate intrinsic value in thousands) Outstanding as of December 31, 2015 874,508 $ 5.95 1.8 $ 6,742 Granted 69,414 4.82 Released (438,086) 5.95 Forfeited/expired (14,882) 5.70 Outstanding as of December 31, 2016 490,954 5.80 0.5 $ 908 Granted 541,513 2.88 Released (497,009) 5.64 Forfeited/expired (25,564) 5.98 Outstanding as of December 31, 2017 509,894 2.84 1.4 $ 3,288 Granted 925,578 6.55 Released (264,568) 4.02 Forfeited/expired (15,924) 8.34 Outstanding as of December 31, 2018 1,154,980 $ 5.50 1.4 $ 5,082 |
Schedule of Additional Information Regarding Stock Options Outstanding and Vested | Additional information regarding stock options outstanding and vested as of December 31, 2018 is summarized below: Options Vested and Options Outstanding Exercisable Weighted- Weighted- Weighted- Number of Average Average Shares Average Stock Remaining Exercise subject Exercise Options Contractual Price per to Stock Price per Range of Exercise Prices Outstanding Life (Years) Share Options Share $1.60 5,509 7.4 $ 1.60 3,008 $ 1.60 $1.65 314,141 3.9 1.65 314,141 1.65 $3.30 - $3.48 239,746 6.9 3.41 224,875 3.40 $3.55 370,275 8.2 3.55 152,087 3.55 $3.60 - $4.58 161,665 8.2 3.76 79,898 3.61 $5.25 247,228 8.4 5.25 98,218 5.25 $5.30 - $6.60 188,545 9.5 6.04 7,025 6.60 $7.85 25,500 8.8 7.85 9,843 7.85 $8.45 239,413 9.3 8.45 29,922 8.45 $8.55 - $10.00 73,393 7.5 9.63 50,229 9.86 $1.60-$10.00 1,865,415 7.6 $ 4.63 969,246 $ 3.61 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Weighted Average Assumptions Used to Value Options | Year Ended December 31, 2018 2017 2016 Volatility 72 % 86 % 52 % Expected dividend yield — — — Risk-free rate 2.85 % 2.15 % 1.34 % Expected term (in years) 6 6 6 |
Schedule of Employee Service Share-based Compensation for Stock Options, Restricted Stock Units and ESPP Shares | The following table presents the effects of stock-based compensation for stock options, RSUs, and ESPP (in thousands): Year Ended December 31, 2018 2017 2016 Cost of revenue $ 190 $ 112 $ 81 Research and development 1,203 1,172 1,038 Selling, general and administrative 1,815 2,218 2,224 Total $ 3,208 $ 3,502 $ 3,343 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income (Loss) Before Provision for (Benefit from) Income Taxes | The components of our income (loss) before provision for (benefit from) income taxes are as follows (in thousands): Year Ended December 31, 2018 2017 2016 United States $ (23,170) $ (5,974) $ (11,843) Foreign 1,651 387 215 Loss before provision for (benefit from) income taxes $ (21,519) $ (5,587) $ (11,628) |
Components of Provision for (Benefit from) Income Taxes | The provision for (benefit from) income taxes consisted of the following (in thousands): Year Ended December 31, 2018 2017 2016 Current: Federal $ 1 $ — $ — State 12 3 2 Foreign 92 98 (19) Total current provision for (benefit from) income taxes 105 101 (17) Deferred: Federal — — 1 State — — — Foreign (184) — — Total deferred provision for (benefit from) income taxes (184) — 1 Total $ (79) $ 101 $ (16) |
Reconciliation of Statutory Federal Income Tax to Effective Tax | The reconciliation of the federal statutory income tax to our effective tax is as follows (in thousands): Year Ended December 31, 2018 2017 2016 Federal tax at statutory rate $ (4,519) $ (1,896) $ (3,954) State taxes - current 13 — — State taxes - deferred (12,354) (877) (184) Foreign rate differential (199) (46) (14) Nondeductible expenses 251 453 (48) Research and development credit (174) (174) (180) Stock compensation 47 218 784 Change in federal rate (2,191) 12,231 — Transaction costs 1,615 — — Change in valuation allowance 17,432 (9,808) 3,580 Total $ (79) $ 101 $ (16) |
Schedule of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 31,399 $ 20,017 Accruals and reserves 1,528 2,234 Amortization of intangible assets — 802 Tax credit carryforwards 13,081 3,443 Depreciation 280 (75) Deferred revenue 123 — Other 1,093 104 Gross deferred tax assets 47,504 26,525 Valuation allowance (43,957) (26,525) Total deferred tax assets 3,547 — Deferred tax liabilities: Change in tax accounting method for reserves and — — allowances Amortization of intangible assets (5,282) (1) Total deferred tax liabilities (5,282) (1) Net deferred tax liability $ (1,735) $ (1) |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Balance as of December 31, 2015 $ 3,135 Tax positions related to the current year: Additions 462 Tax positions related to the prior year: Reductions (7) Balance as of December 31, 2016 3,590 Tax positions related to the current year: Additions 665 Tax positions related to the prior year: Reductions (8) Balance as of December 31, 2017 4,247 Tax positions related to the current year: Additions 459 Echelon acquisition 5,938 Tax positions related to the prior year: Reductions (8) Balance as of December 31, 2018 $ 10,636 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Year Ended December 31, 2018 2017 2016 Stock options 1,865,415 1,560,453 991,895 Restricted stock units 1,154,980 509,894 490,954 Common stock warrants 1,239,423 389,423 411,514 4,259,818 2,459,770 1,894,363 |
Selected Unaudited Quarterly _2
Selected Unaudited Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Company's Quarterly Financial Information | The following tables show a summary of the Company’s unaudited quarterly financial information: Three Months Ended December 31, September 30, June 30, March 31, 2018 2018 2018 2018 Revenue, net $ 28,078 $ 21,927 $ 18,183 $ 15,302 Gross profit $ 11,534 $ 9,583 $ 7,764 $ 7,180 Net loss $ (6,875) $ (8,397) $ (5,058) $ (1,102) Net loss per share - Basic and diluted $ (0.23) $ (0.30) $ (0.24) $ (0.05) Three Months Ended December 31, September 30, June 30, March 31, 2017 2017 2017 2017 Revenue, net $ 16,154 $ 15,239 $ 13,412 $ 11,307 Gross profit $ 7,732 $ 7,466 $ 6,723 $ 5,554 Net loss $ (165) $ (997) $ (1,751) $ (2,775) Net loss per share - Basic and diluted $ (0.01) $ (0.05) $ (0.11) $ (0.18) |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Organization and Nature of Operations (Details) | Sep. 14, 2018 | May 09, 2018 |
S3 Asic Semiconductors Limited [Member] | ||
Business Acquisition, Date of Acquisition [Abstract] | ||
Date of Acquisition | May 9, 2018 | |
Business Combination, Description [Abstract] | ||
Percentage of issued capital acquired (as a percent) | 100.00% | |
Echelon Corporation [Member] | ||
Business Acquisition, Date of Acquisition [Abstract] | ||
Date of Acquisition | Sep. 14, 2018 | |
Business Combination, Description [Abstract] | ||
Percentage of issued capital acquired (as a percent) | 100.00% |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Liquidity - Financial Statement Disclosures (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash, cash equivalents and restricted cash | $ 9,088 | $ 30,078 | $ 19,719 | $ 23,089 |
Accumulated deficit | $ 121,284 | $ 99,844 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies - Revenue Recognition - Adoption of ASC 606 (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Accounts receivable, net | $ 23,211 | $ 12,500 | $ 8,668 |
Price adjustments and other revenue reserves | 4,819 | (3,832) | |
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Accounts receivable, net | 18,392 | $ 8,668 | |
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Accounts receivable, net | (4,819) | 3,832 | |
Price adjustments and other revenue reserves | $ 4,819 | $ (3,832) |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies - Revenue Recognition - Practical Expedients (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue, Remaining Performance Obligation, Optional Exemption [Abstract] | |
Revenue, Remaining Performance Obligation, Optional Exemption, Performance Obligation | true |
Organization and Summary of S_8
Organization and Summary of Significant Accounting Policies - Revenue Recognition - Timing of Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue, net | $ 28,078 | $ 21,927 | $ 18,183 | $ 15,302 | $ 16,154 | $ 15,239 | $ 13,412 | $ 11,307 | $ 83,490 | $ 56,112 | $ 43,968 |
Transferred at Point in Time [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue, net | 72,323 | ||||||||||
Transferred over Time [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue, net | $ 11,167 |
Organization and Summary of S_9
Organization and Summary of Significant Accounting Policies - Revenue Recognition - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Contract with Customer, Asset, Net [Abstract] | ||
Accounts receivable, unbilled | $ 751 | |
Contract assets, change | 751 | |
Contract with Customer, Liability [Abstract] | ||
Deferred revenue | 1,848 | $ 262 |
Contract liabilities, change | $ 1,586 |
Organization and Summary of _10
Organization and Summary of Significant Accounting Policies - Product Warranty (Details) - USD ($) $ in Thousands | Sep. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Product Warranties Disclosures [Abstract] | |||||
Product warranty accrual, current | $ 505 | $ 51 | |||
Non-volatile Memory Products [Member] | |||||
Product Warranties Disclosures [Abstract] | |||||
Product warranty | Our non-volatile memory ("NVM") products are sold with a limited warranty for a period of one year, warranting that the product conforms to specifications and is free from material defects in design, materials and workmanship. | ||||
Product warranty period | 1 year | ||||
Product warranty accrual recorded | 27 | $ 250 | |||
Product warranty accrual, current | $ 51 | 51 | |||
Product warranty claim incurred | $ 185 | $ 41 | |||
Products of Acquiree [Member] | |||||
Product Warranties Disclosures [Abstract] | |||||
Product warranty accrual recorded | $ 401 | 53 | |||
Product warranty accrual, current | $ 454 |
Organization and Summary of _11
Organization and Summary of Significant Accounting Policies - Foreign Currency Translation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net gains and losses from foreign currency translation of assets and liabilities | $ 160 | $ (65) | $ (84) |
Net gains and losses arising from transactions denominated in currencies other than the functional currency | $ 69 | $ (4) | $ (100) |
Organization and Summary of _12
Organization and Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash equivalents maturity period, maximum | 90 days |
Organization and Summary of _13
Organization and Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Leasehold Improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | Shorter of lease term or estimated useful live |
Minimum | Machinery and Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 2 years |
Minimum | Furniture and Fixtures [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 2 years |
Maximum | Machinery and Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 10 years |
Maximum | Furniture and Fixtures [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Organization and Summary of _14
Organization and Summary of Significant Accounting Policies - Long-Lived Assets (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Asset Impairment Charges [Abstract] | |
Impairment of long-lived assets | $ 1.6 |
Organization and Summary of _15
Organization and Summary of Significant Accounting Policies - Schedule of Purchased Intangible Assets Estimated Useful Lives (Detail) | May 09, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Developed Technology Rights [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 10 years | ||
Developed Technology Rights [Member] | S3 Asic Semiconductors Limited [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 5 years | ||
Developed Technology Rights [Member] | Minimum | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 4 years | ||
Developed Technology Rights [Member] | Maximum | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 10 years | ||
Customer Relationships [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 12 years | ||
Customer Relationships [Member] | S3 Asic Semiconductors Limited [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 7 years | ||
Customer Relationships [Member] | Minimum | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 7 years | ||
Customer Relationships [Member] | Maximum | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 12 years | ||
Order or Production Backlog [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 1 year | ||
Order or Production Backlog [Member] | Certain Flash Memory Product Assets from Atmel Corporation [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 1 year | ||
Order or Production Backlog [Member] | S3 Asic Semiconductors Limited [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 6 months | 6 months | |
Non-compete Agreements [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 5 years | ||
Non-compete Agreements [Member] | S3 Asic Semiconductors Limited [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 2 years | ||
Non-compete Agreements [Member] | Minimum | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 2 years | ||
Non-compete Agreements [Member] | Maximum | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 5 years | ||
Trademarks [Member] | S3 Asic Semiconductors Limited [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 12 years | ||
Trademarks [Member] | Minimum | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 8 years | ||
Trademarks [Member] | Maximum | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 12 years |
Organization and Summary of _16
Organization and Summary of Significant Accounting Policies - Goodwill (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($)segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of reporting units | segment | 1 | 1 | 1 |
Goodwill impairment | $ | $ 0 | $ 0 | $ 0 |
Organization and Summary of _17
Organization and Summary of Significant Accounting Policies - Concentrations Risk - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Allowance for doubtful accounts | $ 30 | $ 0 | $ 0 |
Organization and Summary of _18
Organization and Summary of Significant Accounting Policies - Concentrations Risk - Revenue (Details) - Customer Concentration Risk [Member] - Sales Revenue, Net [Member] | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage (as a percent) | 17.00% | 18.00% | 14.00% |
Customer B [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage (as a percent) | 10.00% | 11.00% |
Organization and Summary of _19
Organization and Summary of Significant Accounting Policies - Concentrations Risk - Accounts Receivable (Details) - Customer Concentration Risk [Member] - Accounts Receivable [Member] | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage (as a percent) | 31.00% | 18.00% | |
Customer B [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage (as a percent) | 13.00% | ||
Customer C [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage (as a percent) | 13.00% |
Acquisition - General Informati
Acquisition - General Information (Details) | Sep. 14, 2018 | May 09, 2018 |
Echelon Corporation [Member] | ||
Business Acquisition, Date of Acquisition [Abstract] | ||
Date of Acquisition | Sep. 14, 2018 | |
Business Combination, Description [Abstract] | ||
Percentage of issued capital acquired (as a percent) | 100.00% | |
S3 Asic Semiconductors Limited [Member] | ||
Business Acquisition, Date of Acquisition [Abstract] | ||
Date of Acquisition | May 9, 2018 | |
Business Combination, Description [Abstract] | ||
Percentage of issued capital acquired (as a percent) | 100.00% |
Acquisition - Consideration Tra
Acquisition - Consideration Transferred (Details) - USD ($) $ in Millions | Sep. 14, 2018 | May 09, 2018 | Dec. 31, 2018 |
Echelon Corporation [Member] | |||
Business Combination, Consideration Transferred [Abstract] | |||
Cash consideration | $ 44.1 | ||
S3 Asic Semiconductors Limited [Member] | |||
Business Combination, Consideration Transferred [Abstract] | |||
Aggregate consideration | $ 35 | ||
Earn-out | $ 15 | ||
Fair Value of earn-out liability | $ 10.5 |
Acquisition - Fair Values of As
Acquisition - Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 14, 2018 | May 09, 2018 | Dec. 31, 2017 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Goodwill | $ 38,640 | $ 22 | ||
Echelon Corporation [Member] | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Cash | $ 15,270 | |||
Short term investments | 1,274 | |||
Accounts receivable | 3,020 | |||
Inventories | 5,710 | |||
Other current assets | 2,845 | |||
Property and equipment, net | 614 | |||
Intangible assets | 17,690 | |||
Goodwill | 4,266 | |||
Other non-current assets | 252 | |||
Accounts payable | (3,630) | |||
Other current liabilities | (2,642) | |||
Other non-current liabilities | (563) | |||
Fair value of net assets acquired | $ 44,106 | |||
S3 Asic Semiconductors Limited [Member] | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Cash | $ 267 | |||
Accounts receivable | 192 | |||
Other current assets | 883 | |||
Property and equipment, net | 191 | |||
Intangible assets | 15,340 | |||
Goodwill | 34,352 | |||
Accounts payable | (37) | |||
Deferred revenue | (129) | |||
Earn-out liability, current | (10,218) | |||
Other current liabilities | (761) | |||
Deferred tax liability | (1,918) | |||
Earn-out liability, non-current | (3,279) | |||
Fair value of net assets acquired | $ 34,883 |
Acquisition - Intangible Assets
Acquisition - Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 14, 2018 | May 09, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Customer Relationships [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful life | 12 years | |||
Order or Production Backlog [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful life | 1 year | |||
Developed Technology Rights [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful life | 10 years | |||
Non-compete Agreements [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful life | 5 years | |||
Echelon Corporation [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets acquired | $ 17,690 | |||
Echelon Corporation [Member] | Customer Relationships [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets acquired | $ 6,520 | |||
Intangible assets, estimated useful life | 7 years | |||
Echelon Corporation [Member] | Developed Technology Rights [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets acquired | $ 10,670 | |||
Intangible assets, estimated useful life | 4 years | |||
Echelon Corporation [Member] | Trademarks [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets acquired | $ 500 | |||
Intangible assets, estimated useful life | 8 years | |||
S3 Asic Semiconductors Limited [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets acquired | $ 15,340 | |||
S3 Asic Semiconductors Limited [Member] | Customer Relationships [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets acquired | $ 12,880 | |||
Intangible assets, estimated useful life | 7 years | |||
S3 Asic Semiconductors Limited [Member] | Order or Production Backlog [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets acquired | $ 210 | |||
Intangible assets, estimated useful life | 6 months | 6 months | ||
S3 Asic Semiconductors Limited [Member] | Developed Technology Rights [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets acquired | $ 1,080 | |||
Intangible assets, estimated useful life | 5 years | |||
S3 Asic Semiconductors Limited [Member] | Non-compete Agreements [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets acquired | $ 380 | |||
Intangible assets, estimated useful life | 2 years | |||
S3 Asic Semiconductors Limited [Member] | Trademarks [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets acquired | $ 790 | |||
Intangible assets, estimated useful life | 12 years |
Acquisition - Pro Forma Financi
Acquisition - Pro Forma Financial Information (Details) - Echelon Corporation [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition, Pro Forma Information [Abstract] | |||
Net revenue | $ 104,858 | $ 87,779 | $ 76,353 |
Net loss | $ (21,070) | $ (10,311) | $ (15,715) |
Basic net loss per share (in dollars per share) | $ (0.84) | $ (0.39) | $ (0.69) |
Diluted net loss per share (in dollars per share) | $ (0.84) | $ (0.39) | $ (0.69) |
Balance Sheet Components - Acco
Balance Sheet Components - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts Receivable, Net, Current [Abstract] | ||||
Accounts receivable | $ 22,490 | $ 12,500 | ||
Accounts receivable, unbilled | 751 | |||
Allowance for SSDs, price protection, rights of return and other activities | (3,832) | |||
Allowance for doubtful accounts | (30) | 0 | $ 0 | |
Total accounts receivable, net | $ 23,211 | $ 12,500 | $ 8,668 |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories - Tabular Disclosure (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory, Net [Abstract] | ||
Raw materials | $ 1,427 | $ 2,213 |
Work-in-process | 11,451 | 2,408 |
Finished goods | 5,757 | 1,193 |
Total inventories | $ 18,635 | $ 5,814 |
Balance Sheet Components - In_2
Balance Sheet Components - Inventories - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |||
Realized benefit from sales of previously reserved products | $ 1.3 | $ 1.3 | $ 1.1 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment - Tabular Disclosure (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | $ 24,143 | $ 16,118 |
Accumulated depreciation and amortization | (17,058) | (8,935) |
Property and equipment, net | 7,085 | 7,183 |
Machinery and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 15,537 | 9,457 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 4,422 | 4,252 |
Software and Software Development Costs [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 3,760 | 675 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 372 | 83 |
Licensing Agreements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 350 | |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | $ 52 | $ 1,301 |
Balance Sheet Components - Pr_2
Balance Sheet Components - Property and Equipment - Depreciation and Amortization (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | $ 2.4 | $ 1.4 | $ 1 |
Tools, Dies and Molds [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, estimated useful lives | 3 years |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued sales commission payable | $ 387 | $ 310 |
Accrued manufacturing expenses | 692 | 265 |
Deferred rent, current portion | 514 | 422 |
Liabilities to certain customers | 366 | 468 |
Warranty reserve | 505 | 51 |
Deferred revenue, current portion | 1,848 | 262 |
Other accrued liabilities | 860 | 581 |
Total accrued expenses and other current liabilities | $ 5,172 | $ 2,359 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Assets, Fair Value Disclosure [Abstract] | ||
Debt securities, available-for-sale, type | us-gaap:USTreasuryAndGovernmentMember | |
Fair Value, Measurements, Recurring [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Debt securities, available-for-sale | $ 1,282 | |
Assets, Fair Value Disclosure, Total | 1,740 | |
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract] | ||
Earn-out liability | 10,450 | |
Fair Value, Measurements, Recurring [Member] | Money Market Funds [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents, fair value disclosure | 458 | $ 11,501 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Debt securities, available-for-sale | 1,282 | |
Assets, Fair Value Disclosure, Total | 1,740 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents, fair value disclosure | 458 | $ 11,501 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract] | ||
Earn-out liability | $ 10,450 |
Fair Value Measurements - Earn-
Fair Value Measurements - Earn-out Liability - General Information (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Valuation Technique and Input, Description [Abstract] | |
Earn-out liability, valuation technique | us-gaap:IncomeApproachValuationTechniqueMember |
Fair Value, Measurements, Recurring [Member] | |
Valuation Technique and Input, Description [Abstract] | |
Earn-out liability | $ 10,450 |
Fair Value Measurements - Ear_2
Fair Value Measurements - Earn-out Liability - Roll Forward (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 0 |
Acquisitions | 13,497 |
Accrued interest expense | (2,569) |
Change in fair value | (478) |
Ending balance | $ 10,450 |
Fair Value Measurements - Fin_2
Fair Value Measurements - Financial Liabilities Measured at Fair Value (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Fair Value, Measurements, Recurring [Member] | |
Financial Liabilities Fair Value Disclosure [Abstract] | |
Financial liabilities, fair value at recurring basis | $ 0 |
Purchased Intangible Assets - A
Purchased Intangible Assets - Acquisitions (Details) $ in Millions | Sep. 28, 2012USD ($) |
Certain Flash Memory Product Assets from Atmel Corporation [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 16.4 |
Purchased Intangible Assets - E
Purchased Intangible Assets - Estimated Useful Life (Details) | Sep. 14, 2018 | May 09, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Developed Technology Rights [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful life | 10 years | |||
Developed Technology Rights [Member] | S3 Asic Semiconductors Limited [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful life | 5 years | |||
Developed Technology Rights [Member] | Echelon Corporation [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful life | 4 years | |||
Developed Technology Rights [Member] | Minimum | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful life | 4 years | |||
Developed Technology Rights [Member] | Maximum | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful life | 10 years | |||
Customer Relationships [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful life | 12 years | |||
Customer Relationships [Member] | S3 Asic Semiconductors Limited [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful life | 7 years | |||
Customer Relationships [Member] | Echelon Corporation [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful life | 7 years | |||
Customer Relationships [Member] | Minimum | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful life | 7 years | |||
Customer Relationships [Member] | Maximum | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful life | 12 years | |||
Order or Production Backlog [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful life | 1 year | |||
Order or Production Backlog [Member] | Certain Flash Memory Product Assets from Atmel Corporation [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful life | 1 year | |||
Order or Production Backlog [Member] | S3 Asic Semiconductors Limited [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful life | 6 months | 6 months | ||
Non-compete Agreements [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful life | 5 years | |||
Non-compete Agreements [Member] | S3 Asic Semiconductors Limited [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful life | 2 years | |||
Non-compete Agreements [Member] | Minimum | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful life | 2 years | |||
Non-compete Agreements [Member] | Maximum | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful life | 5 years | |||
Trademarks [Member] | S3 Asic Semiconductors Limited [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful life | 12 years | |||
Trademarks [Member] | Echelon Corporation [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful life | 8 years | |||
Trademarks [Member] | Minimum | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful life | 8 years | |||
Trademarks [Member] | Maximum | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful life | 12 years |
Purchased Intangible Assets - S
Purchased Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 49,384 | $ 16,354 |
Accumulated amortization | 13,123 | 9,252 |
Net carrying amount | 36,261 | 7,102 |
Developed Technology Rights [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 16,032 | 4,282 |
Accumulated amortization | 3,593 | 2,249 |
Net carrying amount | 12,439 | 2,033 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 28,411 | 9,011 |
Accumulated amortization | 6,085 | 3,942 |
Net carrying amount | 22,326 | 5,069 |
Order or Production Backlog [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 2,779 | |
Accumulated amortization | 2,779 | |
Order or Production Backlog [Member] | Certain Flash Memory Product Assets from Atmel Corporation [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 2,779 | |
Accumulated amortization | 2,779 | |
Order or Production Backlog [Member] | S3 Asic Semiconductors Limited [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 210 | |
Accumulated amortization | 210 | |
Non-compete Agreements [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 662 | 282 |
Accumulated amortization | 398 | $ 282 |
Net carrying amount | 264 | |
Trademarks [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 1,290 | |
Accumulated amortization | 58 | |
Net carrying amount | $ 1,232 |
Purchased Intangible Assets -_2
Purchased Intangible Assets - Schedule of Finite-Lived Intangible Assets, Annual Expected Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2019 | $ 7,152 | |
2020 | 7,037 | |
2021 | 6,962 | |
2022 | 6,070 | |
2023 | 3,736 | |
Thereafter | 5,304 | |
Net carrying amount | $ 36,261 | $ 7,102 |
Investment in Unconsolidated _2
Investment in Unconsolidated Affiliates (Details) - USD ($) $ in Millions | Jun. 15, 2017 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Long-term Investments and Receivables, Net [Abstract] | ||||
Notes receivable and accrued interest converted to shares | $ 0.4 | $ 0.5 | ||
Shares resulting from the conversion of notes receivable and accrued interest (in shares) | 233,335 | 312,076 | ||
Other Noncurrent Assets [Member] | Semitech Semiconductor Pty Ltd [Member] | ||||
Long-term Investments and Receivables, Net [Abstract] | ||||
Investment recorded cost | $ 0.9 | $ 0.4 | ||
Investments in notes receivable | $ 0.2 | $ 0.2 |
Borrowings - Western Alliance B
Borrowings - Western Alliance Bank Term Loan (Details) $ in Thousands | Sep. 29, 2017 | Jul. 07, 2016USD ($)installment | May 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | ||||||
Amortization of debt discount | $ 1,125 | $ 82 | $ 646 | |||
Term loan borrowings repaid | 12,292 | $ 16,364 | $ 15,650 | |||
Unamortized debt discount | $ 5,100 | |||||
Western Alliance Bank Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Facility fee | $ 150 | |||||
Debt instrument diligence fee | 25 | |||||
Debt Instrument additional fee liability | 10 | |||||
Unamortized debt discount | 25 | |||||
Secured Debt [Member] | Western Alliance Bank Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 18,000 | |||||
Borrowings mature date | Jun. 1, 2019 | |||||
Debt instrument, description of payment terms | We made interest-only payments on the Term Loan from July 2016 through September 2016 and began making interest payments and principal payments in 33 equal monthly installments starting October 2016 | |||||
Number of monthly installments | installment | 33 | |||||
Term loan borrowings repaid | $ 12,000 | |||||
Secured Debt [Member] | Western Alliance Bank Term Loan [Member] | Interest Expense [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized debt discount | $ 66 | |||||
Revolving Credit Facility [Member] | Western Alliance Bank Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 5,000 | |||||
Line of credit facility, maximum borrowing capacity as a percentage of eligible accounts receivable | 80.00% | |||||
Borrowings mature date | Jul. 1, 2018 | |||||
Prime Rate [Member] | Secured Debt [Member] | Western Alliance Bank Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, description of variable rate basis | Term Loan bore interest at a rate per annum equal to the greater of the prime rate or 3.5% | Term Loan bore interest at a rate per annum equal to the greater of the prime rate or 3.5% | ||||
Debt instrument, prime rate, minimum (as a percent) | 3.50% | |||||
Debt instrument, basis spread on variable rate (as a percent) | 0.75% | |||||
Prime Rate [Member] | Revolving Credit Facility [Member] | Western Alliance Bank Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, description of variable rate basis | The Line of Credit bore interest at a rate per annum equal to the greater of the prime rate or 3.5% | The Line of Credit bore interest at a rate per annum equal to the greater of the prime rate or 3.5% | ||||
Debt instrument, prime rate, minimum (as a percent) | 3.50% | |||||
Debt instrument, basis spread on variable rate (as a percent) | 0.50% |
Borrowings - Cortland Capital M
Borrowings - Cortland Capital Market Services LLC Term Loan (Details) - USD ($) $ / shares in Units, $ in Thousands | May 08, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||||
Number of shares warrants may purchase (in shares) | 3,316,184 | |||
Unamortized debt discount | $ 5,100 | |||
Amortization of debt discount | $ 1,125 | $ 82 | $ 646 | |
Common Stock Warrants [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of shares warrants may purchase (in shares) | 1,239,423 | 389,423 | ||
Exercise price (in dollars per share) | $ 8.11 | $ 7.71 | ||
Common Stock Warrants, Cortland Capital Market Services LLC Warrant [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of warrants (in shares) | 1 | |||
Number of shares warrants may purchase (in shares) | 850,000 | 850,000 | ||
Number of shares each warrant may purchase (in shares) | 850,000 | |||
Exercise price (in dollars per share) | $ 8.30 | $ 8.30 | ||
Term of warrant | 6 years | |||
Cortland Capital Market Services LLC Term Loan [Member] | Secured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 35,000 | |||
Borrowings mature date | May 8, 2022 | |||
Debt instrument, interest rate spread above otherwise applicable interest rate (as a percent) | 2.00% | |||
Financing costs paid | $ 1,400 | |||
Unamortized debt discount | $ 4,800 | $ 5,100 | ||
Amortization of debt discount | $ 1,100 | |||
Cortland Capital Market Services LLC Term Loan [Member] | Secured Debt [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, description of variable rate basis | The Term Loan bears interest at a rate per annum equal to the sum of the Libor Rate (2.4375% on December 31, 2018) | |||
Debt instrument, basis spread on variable rate (as a percent) | 8.75% | 2.4375% |
Borrowings - Fair Value Measure
Borrowings - Fair Value Measurement Inputs of Warrants (Details) - Common Stock Warrants, Cortland Capital Market Services LLC Warrant [Member] | Dec. 31, 2018Y$ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, valuation technique | us-gaap:ValuationTechniqueOptionPricingModelMember |
Measurement Input, Share Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | $ / shares | 8.70 |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 0 |
Measurement Input, Option Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 0 |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 69.7 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 2.87 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | Y | 6 |
Borrowings - Outstanding Borrow
Borrowings - Outstanding Borrowings (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Long-term Debt, Unclassified [Abstract] | ||
Term loan, current | $ 141 | $ 926 |
Term loan, non-current | 29,418 | 10,908 |
Line of credit | 1,500 | |
Total | $ 29,559 | $ 13,334 |
Borrowings - Unamortized Discou
Borrowings - Unamortized Discount (Details) $ in Millions | Dec. 31, 2018USD ($) |
Debt Instrument, Unamortized Discount [Abstract] | |
Unamortized debt discount | $ 5.1 |
Borrowings - Future Repayments
Borrowings - Future Repayments on Outstanding Borrowings (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2019 | $ 1,750 |
2020 | 1,750 |
2021 | 1,750 |
2022 | 29,458 |
Borrowing outstanding prior to accounting for debt discount | $ 34,708 |
Borrowings - Interest Expense (
Borrowings - Interest Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Interest Expense, Debt [Abstract] | |||
Interest expense (excluding unamortized discount) | $ 3.9 | $ 0.8 | $ 1.3 |
Segment Information - General I
Segment Information - General Information (Details) - segment | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting [Abstract] | |||
Number of business segments | 1 | 1 | 1 |
Segment Information - Revenue b
Segment Information - Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue, net | $ 28,078 | $ 21,927 | $ 18,183 | $ 15,302 | $ 16,154 | $ 15,239 | $ 13,412 | $ 11,307 | $ 83,490 | $ 56,112 | $ 43,968 |
United States [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue, net | 23,188 | 11,667 | 6,301 | ||||||||
Rest of Americas [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue, net | 2,790 | 245 | 483 | ||||||||
Europe [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue, net | 17,514 | 9,546 | 5,809 | ||||||||
Asia Pacific [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue, net | 39,463 | 34,263 | 31,051 | ||||||||
Rest of World [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue, net | $ 535 | $ 391 | $ 324 |
Segment Information - Long-Live
Segment Information - Long-Lived Assets by Geographic Region (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | $ 7,085 | $ 7,183 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 3,879 | 5,424 |
Asia Pacific [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 2,968 | $ 1,759 |
Europe [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | $ 238 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases (Details) $ in Thousands | Nov. 27, 2018USD ($)ft² | Nov. 02, 2015USD ($)ft² | Dec. 31, 2018USD ($) | Dec. 31, 2016USD ($) |
Headquarters Facility, Amendment to Commercial Sublease [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Lease term | 6 months | |||
Base monthly rent during the extension period | $ 47 | |||
Lease Expiration Date | Aug. 31, 2016 | |||
Headquarters Facility in Santa Clara [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Base monthly rent during the extension period | $ 93 | |||
Area leased (in sqft) | ft² | 34,000 | |||
Lease Expiration Date | Jul. 31, 2023 | |||
Optional Lease Extension Term | 5 years | |||
Annual increase of monthly rent after February 27, 2017 | 3.00% | |||
Reimbursement for out-of-pocket costs associated with any tenant improvements | $ 2,500 | |||
Lease incentive obligation | $ 1,700 | $ 2,000 | ||
Lease incentive obligation, current | 400 | 400 | ||
Lease incentive obligation, noncurrent | $ 1,300 | $ 1,700 | ||
Headquarters Facility in Dublin Ireland [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Area leased (in sqft) | ft² | 8,437 | |||
Lease rental payments | $ 19 |
Commitments and Contingencies_2
Commitments and Contingencies - Rent Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense under operating leases | $ 2 | $ 1 | $ 1.6 |
Commitments and Contingencies_3
Commitments and Contingencies - Future Minimum Lease Payments Under Operating Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
Total | $ 10,870 |
2019 | 2,475 |
2020 | 1,877 |
2021 | 1,692 |
2022 | 1,554 |
2023 | 1,022 |
Thereafter | $ 2,250 |
Commitments and Contingencies_4
Commitments and Contingencies - Purchase Commitments (Details) $ in Millions | Dec. 31, 2018USD ($) |
Purchase Commitments with Third-party Foundries [Member] | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |
Purchase commitments due within one year | $ 2.2 |
Agreement with TowerJazz Panasonic Semiconductor Company [Member] | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |
Purchase commitments | $ 0.3 |
Common Stock, Common Stock Wa_3
Common Stock, Common Stock Warrants and Stock Option Plan - Common Stock (Details) | 12 Months Ended | |
Dec. 31, 2018Vote$ / sharesshares | Dec. 31, 2017Vote$ / sharesshares | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Common stock, shares authorized (in shares) | shares | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Voting right common stock holder | one | one |
Common stock, votes per share (in votes) | Vote | 312,018 | 2,017 |
Common stock, dividends declared | $ 0 | $ 0 |
Common Stock, Common Stock Wa_4
Common Stock, Common Stock Warrants and Stock Option Plan - Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2018 | Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from public offering, net of underwriting discounts and commissions | $ 42,659 | $ 18,363 | ||
Follow-on Offering [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock issued (in shares) | 7,705,000 | 5,000,000 | ||
Share price (in dollars per share) | $ 6 | $ 4 | ||
Proceeds from public offering, net of underwriting discounts and commissions | $ 42,700 | $ 18,400 | ||
Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock issued (in shares) | 1,005,000 | 625,000 |
Common Stock, Common Stock Wa_5
Common Stock, Common Stock Warrants and Stock Option Plan - Stock Reserved for Future Issuance (Details) - shares | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2015 |
Class of Stock [Line Items] | |||
Warrants to purchase common stock (in shares) | 3,316,184 | ||
Common stock, capital shares reserved for future issuance (in shares) | 4,719,271 | ||
Stock Options [Member] | |||
Class of Stock [Line Items] | |||
Common stock, capital shares reserved for future issuance (in shares) | 1,865,415 | 1,560,453 | |
Restricted Stock Units (RSUs) [Member] | |||
Class of Stock [Line Items] | |||
Common stock, capital shares reserved for future issuance (in shares) | 1,154,980 | 509,894 | |
Shares available for future grants (in shares) | 96,515 | 580,827 | |
Employee Stock [Member] | |||
Class of Stock [Line Items] | |||
Common stock, capital shares reserved for future issuance (in shares) | 362,938 | 275,587 | 150,000 |
Common Stock Warrants [Member] | |||
Class of Stock [Line Items] | |||
Warrants to purchase common stock (in shares) | 1,239,423 | 389,423 |
Common Stock, Common Stock Wa_6
Common Stock, Common Stock Warrants and Stock Option Plan - Common Stock Warrants - Tabular Disclosure (Details) - $ / shares | Dec. 31, 2018 | May 08, 2018 | Dec. 31, 2017 |
Class of Warrant or Right [Line Items] | |||
Warrants to purchase common stock (in shares) | 3,316,184 | ||
Common Stock Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants to purchase common stock (in shares) | 1,239,423 | 389,423 | |
Exercise Price (in dollars per share) | $ 8.11 | $ 7.71 | |
Common Stock Warrants One [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants to purchase common stock (in shares) | 74,141 | 74,141 | |
Exercise Price (in dollars per share) | $ 30.35 | $ 30.35 | |
Common Stock Warrants Three [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants to purchase common stock (in shares) | 315,282 | 315,282 | |
Exercise Price (in dollars per share) | $ 2.38 | $ 2.38 | |
Common Stock Warrants, Cortland Capital Market Services LLC Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants to purchase common stock (in shares) | 850,000 | 850,000 | |
Exercise Price (in dollars per share) | $ 8.30 | $ 8.30 |
Common Stock, Common Stock Wa_7
Common Stock, Common Stock Warrants and Stock Option Plan - Common Stock Warrants - Additional Information (Details) - Common Stock Warrants [Member] | 12 Months Ended |
Dec. 31, 2017shares | |
Class of Warrant or Right [Line Items] | |
Warrants expired (in shares) | 7,378 |
Warrants exercised (in shares) | 14,713 |
Shares issued upon exercising warrants (in shares) | 10,223 |
Common Stock, Common Stock Wa_8
Common Stock, Common Stock Warrants and Stock Option Plan - 2007 Equity Incentive Plan (Details) - shares | 12 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | Oct. 26, 2015 | Dec. 31, 2007 | Jan. 31, 2007 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, capital shares reserved for future issuance (in shares) | 4,719,271 | |||||
Stock Options [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, capital shares reserved for future issuance (in shares) | 1,865,415 | 1,560,453 | ||||
2007 Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, capital shares reserved for future issuance (in shares) | 2,651,515 | 787,878 | 272,727 | |||
Percentage of fair market value of common stock (as a percent) | 85.00% | |||||
Vesting period | 4 years | |||||
Number of shares available for grant (in shares) | 0 | |||||
2007 Plan [Member] | New Employee [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting percentage (as a percent) | 25.00% | |||||
2007 Plan [Member] | Stock Options [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Exercisable period | 10 years | |||||
2007 Plan [Member] | Restricted Stock [Member] | Persons controlling more than 10% of Company's stock [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of fair market value of common stock (as a percent) | 100.00% |
Common Stock, Common Stock Wa_9
Common Stock, Common Stock Warrants and Stock Option Plan - 2015 Equity Incentive Plan (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Oct. 26, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock, capital shares reserved for future issuance (in shares) | 4,719,271 | |
2015 Equity Incentive Plan [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock, capital shares reserved for future issuance (in shares) | 1,813,272 | |
Stock option grants description | The number of shares reserved for issuance under our 2015 Equity Incentive Plan will increase automatically on the 1st day of January of each of 2016 through 2025 by the number of shares equal to 4% of the total outstanding shares of our common stock as of the immediately preceding December 31. | |
Percentage threshold of outstanding shares increased annually under the plan (as a percent) | 4.00% | |
Incentive stock options, maximum shares that may be issued (in shares) | 25,000,000 | |
Existing Employee [Member] | 2015 Equity Incentive Plan [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock shares authorized for issuance (in shares) | 2,000,000 | |
New Employee [Member] | 2015 Equity Incentive Plan [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock shares authorized for issuance (in shares) | 4,000,000 | |
Non Employee Director [Member] | 2015 Equity Incentive Plan [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock shares authorized for issuance (in shares) | 300,000 |
Common Stock, Common Stock W_10
Common Stock, Common Stock Warrants and Stock Option Plan - 2015 Employee Stock Purchase Plan (Details) - USD ($) | Jul. 29, 2016 | Sep. 30, 2015 | Dec. 31, 2018 | Dec. 31, 2017 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock, capital shares reserved for future issuance (in shares) | 4,719,271 | |||
Employee Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock, capital shares reserved for future issuance (in shares) | 150,000 | 362,938 | 275,587 | |
Employee stock purchase plan description | The number of shares reserved for issuance under our 2015 Employee Stock Purchase Plan will increase automatically on the 1st day of January following the first offering date by the number of shares equal to 1% of the total outstanding shares of our common stock as of the immediately preceding December 31 (rounded to the nearest whole share). | |||
Percentage threshold of outstanding shares increased annually under the plan (as a percent) | 1.00% | |||
Common stock shares authorized for issuance (in shares) | 2,250,000 | |||
Payroll deduction (as a percent) | 15.00% | |||
Percentage of fair market value of common stock (as a percent) | 85.00% | |||
Shares issued (in shares) | 68,392 | 125,567 | 110,711 | |
Maximum fair market value, that would permit employee to purchase common stock under plan | $ 25,000 | |||
Maximum number of shares issued each participants (in shares) | 2,500 |
Common Stock, Common Stock W_11
Common Stock, Common Stock Warrants and Stock Option Plan - Stock Option Activity (Details) - Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Shares | ||||
Outstanding, beginning of period (in shares) | 1,560,453 | 991,895 | 796,356 | |
Granted (in shares) | 479,375 | 835,480 | 230,200 | |
Exercised (in shares) | (112,965) | (230,123) | (13,112) | |
Cancelled (in shares) | (61,448) | (36,799) | (21,549) | |
Outstanding, end of period (in shares) | 1,865,415 | 1,560,453 | 991,895 | 796,356 |
Weighted Average Exercise Price | ||||
Outstanding, beginning of period (in dollars per share) | $ 3.63 | $ 2.68 | $ 2.49 | |
Granted (in dollars per share) | 7.25 | 4.30 | 3.38 | |
Exercised (in dollars per share) | 2.48 | 1.92 | 1.80 | |
Cancelled (in dollars per share) | 3.65 | 4.16 | 3.73 | |
Outstanding, end of period (in dollars per share) | $ 4.63 | $ 3.63 | $ 2.68 | $ 2.49 |
Additional information | ||||
Weighted Average Remaining Contractual Term (Years) | 7 years 7 months 6 days | 7 years 7 months 6 days | 6 years 3 months 18 days | 6 years 6 months |
Aggregate Intrinsic Value | $ 1,540 | $ 4,632 | $ 161 | $ 4,157 |
Options vested and exercisable, end of period (in shares) | 969,246 | |||
Options vested and exercisable, end of period (in dollars per share) | $ 3.61 | |||
Options vested and exercisable | 6 years 4 months 24 days | |||
Options vested and exercisable as of June 30, 2018 | $ 1,290 | |||
Vested and expected to vest | ||||
Options vested and expected to vest, end of period (in shares) | 1,782,829 | |||
Options vested and expected to vest, end of period (in dollars per share) | $ 4.56 | |||
Options vested and expected to vest | 7 years 6 months | |||
Options vested and expected to vest as of June 30, 2018 | $ 1,522 |
Common Stock, Common Stock W_12
Common Stock, Common Stock Warrants and Stock Option Plan - Restricted Stock Units - Activity (Details) - Restricted Stock Units (RSUs) [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Shares | ||||
Outstanding, beginning of period (in shares) | 509,894 | 490,954 | 874,508 | |
Granted (in shares) | 925,578 | 541,513 | 69,414 | |
Released (in shares) | (264,568) | (497,009) | (438,086) | |
Forfeited/expired (in shares) | (15,924) | (25,564) | (14,882) | |
Outstanding, end of period (in shares) | 1,154,980 | 509,894 | 490,954 | 874,508 |
Weighted Average Grant Date Fair Value | ||||
Outstanding, beginning of period (in dollars per share) | $ 2.84 | $ 5.80 | $ 5.95 | |
Granted (in dollars per share) | 6.55 | 2.88 | 4.82 | |
Released (in dollars per share) | 4.02 | 5.64 | 5.95 | |
Forfeited/expired (in dollars per share) | 8.34 | 5.98 | 5.70 | |
Outstanding, end of period (in dollars per share) | $ 5.50 | $ 2.84 | $ 5.80 | $ 5.95 |
Weighted Average Remaining Contractual Term (Years) | ||||
Weighted Average Remaining Contractual Term (Years) | 1 year 4 months 24 days | 1 year 4 months 24 days | 6 months | 1 year 9 months 18 days |
Aggregate Intrinsic Value | ||||
Outstanding, end of period | $ 5,082 | $ 3,288 | $ 908 | $ 6,742 |
Common Stock, Common Stock W_13
Common Stock, Common Stock Warrants and Stock Option Plan - Restricted Stock Units - Additional Information (Details) - Restricted Stock Units (RSUs) [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares of RSUs released (in shares) | 264,568 | 134,541 |
Shares withheld (in shares) | 66,272 | 50,541 |
Employees' minimum tax obligation | $ 0.4 | $ 0.1 |
Common Stock, Common Stock W_14
Common Stock, Common Stock Warrants and Stock Option Plan - Stock Options Outstanding and Vested (Details) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Exercise Price $1.60 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Prices, Upper Limit (in dollars per share) | $ 1.60 |
Number of Stock Options Outstanding (in shares) | shares | 5,509 |
Weighted Average Remaining Contractual Life (Years) | 7 years 4 months 24 days |
Weighted- Average Exercise Price per Share (in dollars per share) | $ 1.60 |
Shares Subject to Stock Options (in shares) | shares | 3,008 |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 1.60 |
Exercise Price $1.65 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Prices, Upper Limit (in dollars per share) | $ 1.65 |
Number of Stock Options Outstanding (in shares) | shares | 314,141 |
Weighted Average Remaining Contractual Life (Years) | 3 years 10 months 24 days |
Weighted- Average Exercise Price per Share (in dollars per share) | $ 1.65 |
Shares Subject to Stock Options (in shares) | shares | 314,141 |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 1.65 |
Exercise Price $3.30-$3.48 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Prices, Lower Limit (in dollars per share) | 3.30 |
Exercise Prices, Upper Limit (in dollars per share) | $ 3.48 |
Number of Stock Options Outstanding (in shares) | shares | 239,746 |
Weighted Average Remaining Contractual Life (Years) | 6 years 10 months 24 days |
Weighted- Average Exercise Price per Share (in dollars per share) | $ 3.41 |
Shares Subject to Stock Options (in shares) | shares | 224,875 |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 3.40 |
Exercise Price $3.55 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Prices, Upper Limit (in dollars per share) | $ 3.55 |
Number of Stock Options Outstanding (in shares) | shares | 370,275 |
Weighted Average Remaining Contractual Life (Years) | 8 years 2 months 12 days |
Weighted- Average Exercise Price per Share (in dollars per share) | $ 3.55 |
Shares Subject to Stock Options (in shares) | shares | 152,087 |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 3.55 |
Exercise Price $3.60-$4.58 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Prices, Lower Limit (in dollars per share) | 3.60 |
Exercise Prices, Upper Limit (in dollars per share) | $ 4.58 |
Number of Stock Options Outstanding (in shares) | shares | 161,665 |
Weighted Average Remaining Contractual Life (Years) | 8 years 2 months 12 days |
Weighted- Average Exercise Price per Share (in dollars per share) | $ 3.76 |
Shares Subject to Stock Options (in shares) | shares | 79,898 |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 3.61 |
Exercise Price $5.25 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Prices, Upper Limit (in dollars per share) | $ 5.25 |
Number of Stock Options Outstanding (in shares) | shares | 247,228 |
Weighted Average Remaining Contractual Life (Years) | 8 years 4 months 24 days |
Weighted- Average Exercise Price per Share (in dollars per share) | $ 5.25 |
Shares Subject to Stock Options (in shares) | shares | 98,218 |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 5.25 |
Exercise Price $5.30-$6.60 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Prices, Lower Limit (in dollars per share) | 5.30 |
Exercise Prices, Upper Limit (in dollars per share) | $ 6.60 |
Number of Stock Options Outstanding (in shares) | shares | 188,545 |
Weighted Average Remaining Contractual Life (Years) | 9 years 6 months |
Weighted- Average Exercise Price per Share (in dollars per share) | $ 6.04 |
Shares Subject to Stock Options (in shares) | shares | 7,025 |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 6.60 |
Exercise Price $7.85 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Prices, Upper Limit (in dollars per share) | $ 7.85 |
Number of Stock Options Outstanding (in shares) | shares | 25,500 |
Weighted Average Remaining Contractual Life (Years) | 8 years 9 months 18 days |
Weighted- Average Exercise Price per Share (in dollars per share) | $ 7.85 |
Shares Subject to Stock Options (in shares) | shares | 9,843 |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 7.85 |
Exercise Price $8.45 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Prices, Upper Limit (in dollars per share) | $ 8.45 |
Number of Stock Options Outstanding (in shares) | shares | 239,413 |
Weighted Average Remaining Contractual Life (Years) | 9 years 3 months 18 days |
Weighted- Average Exercise Price per Share (in dollars per share) | $ 8.45 |
Shares Subject to Stock Options (in shares) | shares | 29,922 |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 8.45 |
Exercise Price $8.55-$10.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Prices, Lower Limit (in dollars per share) | 8.55 |
Exercise Prices, Upper Limit (in dollars per share) | $ 10 |
Number of Stock Options Outstanding (in shares) | shares | 73,393 |
Weighted Average Remaining Contractual Life (Years) | 7 years 6 months |
Weighted- Average Exercise Price per Share (in dollars per share) | $ 9.63 |
Shares Subject to Stock Options (in shares) | shares | 50,229 |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 9.86 |
Exercise Price $1.60-$10.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Prices, Lower Limit (in dollars per share) | 1.60 |
Exercise Prices, Upper Limit (in dollars per share) | $ 10 |
Number of Stock Options Outstanding (in shares) | shares | 1,865,415 |
Weighted Average Remaining Contractual Life (Years) | 7 years 7 months 6 days |
Weighted- Average Exercise Price per Share (in dollars per share) | $ 4.63 |
Shares Subject to Stock Options (in shares) | shares | 969,246 |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 3.61 |
Stock-based Compensation - Gene
Stock-based Compensation - General Information (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Employee's requisite service period | 4 years | ||
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Stock-based Compensation - Weig
Stock-based Compensation - Weighted Average Assumptions Used to Value Options (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Volatility (as a percent) | 72.00% | 86.00% | 52.00% |
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Risk-free rate (as a percent) | 2.85% | 2.15% | 1.34% |
Expected term (in years) | 6 years | 6 years | 6 years |
Stock-based Compensation - We_2
Stock-based Compensation - Weighted Average Grant Date Fair Value of Options Granted (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted-average grant date fair value of the options granted (in dollars per share) | $ 4.59 | $ 3.11 | $ 1.63 |
Stock-based Compensation - Perf
Stock-based Compensation - Performance-based RSUs (Details) - $ / shares | Apr. 01, 2018 | Apr. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 | Dec. 31, 2015 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting, requisite service period | 4 years | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Granted (in shares) | 925,578 | 541,513 | 69,414 | ||||
Fair value per share at the time of grant (in dollars per share) | $ 6.55 | $ 2.88 | $ 4.82 | ||||
Outstanding units, nonvested (in shares) | 1,154,980 | 509,894 | 490,954 | 874,508 | |||
Performance Shares [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Granted (in shares) | 102,283 | 204,220 | |||||
Vesting, requisite service period | 1 year | ||||||
Vesting period | 2 years | 1 year | |||||
Fair value per share at the time of grant (in dollars per share) | $ 4.92 | $ 0.81 | |||||
Outstanding units, nonvested (in shares) | 204,220 | ||||||
Outstanding units, vested and expected to vest (in shares) | 12,018 | ||||||
Performance Shares [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting percentage (as a percent) | 20.00% | ||||||
Performance Shares [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting percentage (as a percent) | 80.00% |
Stock-based Compensation - Shar
Stock-based Compensation - Share-based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | $ 3,208 | $ 3,502 | $ 3,343 |
Cost of Sales [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | 190 | 112 | 81 |
Research and Development Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | 1,203 | 1,172 | 1,038 |
Selling, General and Administrative Expenses [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | $ 1,815 | $ 2,218 | $ 2,224 |
Stock-based Compensation - Unre
Stock-based Compensation - Unrecognized Compensation Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Stock Options [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 2,800 |
Expected to be recognized over a weighted-average period | 2 years 7 months 6 days |
Restricted Stock Units (RSUs) [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 4,800 |
Expected to be recognized over a weighted-average period | 2 years 6 months |
Employee Stock [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 35 |
Expected to be recognized over a weighted-average period | 1 month 6 days |
Income Taxes - Income (Loss) Be
Income Taxes - Income (Loss) Before Provision for (Benefit from) Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | |||
United States | $ (23,170) | $ (5,974) | $ (11,843) |
Foreign | 1,651 | 387 | 215 |
Loss before provision for (benefit from) income taxes | $ (21,519) | $ (5,587) | $ (11,628) |
Income Taxes - Provision for (B
Income Taxes - Provision for (Benefit from) Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||
Federal | $ 1 | $ 0 | $ 0 |
State | 12 | 3 | 2 |
Foreign | 92 | 98 | (19) |
Total current provision for (benefit from) income taxes | 105 | 101 | (17) |
Deferred: | |||
Federal | 0 | 0 | 1 |
Foreign | (184) | 0 | 0 |
Total deferred provision for (benefit from) income taxes | (184) | 0 | 1 |
Total | $ (79) | $ 101 | $ (16) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Federal Income Tax to Effective Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Federal tax at statutory rate | $ (4,519) | $ (1,896) | $ (3,954) |
State taxes - current | 13 | ||
State taxes - deferred | (12,354) | (877) | (184) |
Foreign rate differential | (199) | (46) | (14) |
Nondeductible expenses | 251 | 453 | (48) |
Research and development credit | (174) | (174) | (180) |
Stock compensation | 47 | 218 | 784 |
Change in federal rate | (2,191) | 12,231 | |
Transaction costs | 1,615 | ||
Change in valuation allowance | 17,432 | (9,808) | 3,580 |
Total | $ (79) | $ 101 | $ (16) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 31,399 | $ 20,017 |
Accruals and reserves | 1,528 | 2,234 |
Amortization of intangible assets | 802 | |
Tax credit carryforwards | 13,081 | 3,443 |
Depreciation, deferred tax asset | 280 | |
Depreciation, (deferred tax liability) | (75) | |
Deferred revenue | 123 | |
Other | 1,093 | 104 |
Gross deferred tax assets | 47,504 | 26,525 |
Valuation allowance | (43,957) | (26,525) |
Total deferred tax assets | 3,547 | |
Deferred tax liabilities: | ||
Amortization of intangible assets | (5,282) | (1) |
Total deferred tax liabilities | (5,282) | (1) |
Net deferred tax liability | $ (1,735) | $ (1) |
Income Taxes - Valuation Allowa
Income Taxes - Valuation Allowance (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Valuation Allowance [Abstract] | |||
Net change in total valuation allowance | $ 17.4 | $ (9.8) | $ 3.6 |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Loss Carryforwards (Details) $ in Millions | Dec. 31, 2018USD ($) |
Domestic Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
NOL carryforwards | $ 92.3 |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards [Line Items] | |
NOL carryforwards | $ 100.4 |
Income Taxes - Tax Credit Carry
Income Taxes - Tax Credit Carryforwards (Details) - Research Tax Credit Carryforward [Member] $ in Millions | Dec. 31, 2018USD ($) |
Domestic Tax Authority [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | $ 3.8 |
State and Local Jurisdiction [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | $ 21.5 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits - Tabular Disclosure (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 4,247 | $ 3,590 | $ 3,135 |
Addition based on tax positions related to the current year | 459 | 665 | 462 |
Acquisition | 5,938 | ||
Reduction based on tax positions related to the prior year | (8) | (8) | (7) |
Ending balance | $ 10,636 | $ 4,247 | $ 3,590 |
Income Taxes - Unrecognized T_2
Income Taxes - Unrecognized Tax Benefits - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits that would impact the tax rate | $ 361 | $ 36 |
Income Taxes - Tax Cuts and Job
Income Taxes - Tax Cuts and Jobs Act (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Federal tax at statutory rate (as a percent) | 21.00% | 35.00% |
Decrease in net deferred tax assets | $ 12.2 | |
Decrease in valuation allowance | 12.2 | |
Provisional amount related to the mandatory deemed repatriation of deferred foreign income | 0.2 | |
Cumulative foreign earnings | $ 0.8 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,259,818 | 2,459,770 | 1,894,363 |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,865,415 | 1,560,453 | 991,895 |
Restricted Stock Units (RSUs) [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,154,980 | 509,894 | 490,954 |
Common Stock Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,239,423 | 389,423 | 411,514 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |||
Payments to related party | $ 0 | $ 200 | $ 314 |
Selected Unaudited Quarterly _3
Selected Unaudited Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Revenue, net | $ 28,078 | $ 21,927 | $ 18,183 | $ 15,302 | $ 16,154 | $ 15,239 | $ 13,412 | $ 11,307 | $ 83,490 | $ 56,112 | $ 43,968 |
Gross profit | 11,534 | 9,583 | 7,764 | 7,180 | 7,732 | 7,466 | 6,723 | 5,554 | 36,061 | 27,475 | 21,350 |
Net loss | $ (6,875) | $ (8,397) | $ (5,058) | $ (1,102) | $ (165) | $ (997) | $ (1,751) | $ (2,775) | $ (21,440) | $ (5,688) | $ (11,612) |
Net loss per share - Basic and diluted (in dollars per share) | $ (0.23) | $ (0.30) | $ (0.24) | $ (0.05) | $ (0.01) | $ (0.05) | $ (0.11) | $ (0.18) | $ (0.85) | $ (0.31) | $ (0.77) |