Document and Entity Information
Document and Entity Information - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 06, 2020 | Jun. 30, 2019 | |
Cover [Abstract] | |||
Entity Central Index Key | 0001395848 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-37582 | ||
Entity Registrant Name | ADESTO TECHNOLOGIES CORPORATION | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 16-1755067 | ||
Entity Address, Address Line One | 3600 Peterson Way | ||
Entity Address, City or Town | Santa Clara | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 95054 | ||
City Area Code | 408 | ||
Local Phone Number | 400-0578 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Entity Listing, Par Value Per Share | $ 0.0001 | ||
Trading Symbol | IOTS | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 216.8 | ||
Entity Common Stock, Shares Outstanding | 30,792,551 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 21,262 | $ 8,630 |
Restricted cash | 460 | 458 |
Accounts receivable, net | 40,492 | 23,211 |
Inventories | 20,023 | 18,635 |
Prepaid expenses | 2,052 | 1,668 |
Other current assets | 249 | 871 |
Total current assets | 84,538 | 53,473 |
Property and equipment, net | 8,113 | 7,085 |
Intangible assets, net | 29,108 | 36,261 |
Other non-current assets | 2,503 | 1,729 |
Operating lease right-of-use asset | 4,300 | |
Goodwill | 38,640 | 38,640 |
Total assets | 167,202 | 137,188 |
Current liabilities: | ||
Accounts payable | 22,844 | 16,146 |
Accrued compensation and benefits | 5,279 | 4,038 |
Accrued expenses and other current liabilities | 9,368 | 5,172 |
Price adjustments and other revenue reserves | 3,640 | 4,819 |
Earn-out liability, current | 2,911 | 10,450 |
Operating lease liabilities, current | 1,230 | |
Term loan, current | 141 | |
Total current liabilities | 45,272 | 40,766 |
Term loan, non-current | 29,418 | |
Convertible long-term debt | 56,589 | |
Operating lease liabilities, non-current | 4,726 | |
Deferred rent, non-current | 1,947 | |
Deferred tax liability, non-current | 1,363 | 1,735 |
Other non-current liabilities | 476 | 580 |
Total liabilities | 108,426 | 74,446 |
Commitments and contingencies (See Note 9) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized as of December 31, 2019 and 2018; no shares issued and outstanding as of December 31, 2019 and 2018 | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 30,268,685 and 29,442,065 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 3 | 3 |
Additional paid-in capital | 206,356 | 184,158 |
Accumulated other comprehensive income (loss) | 309 | (135) |
Accumulated deficit | (147,892) | (121,284) |
Total stockholders’ equity | 58,776 | 62,742 |
Total liabilities and stockholders’ equity | $ 167,202 | $ 137,188 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
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) | 30,268,685 | 29,442,065 |
Common stock, shares outstanding (in shares) | 30,268,685 | 29,442,065 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Revenue, net | $ 118,166 | $ 83,490 | $ 56,112 |
Revenue, net, type | us-gaap:ProductMember us-gaap:ServiceMember | us-gaap:ProductMember us-gaap:ServiceMember | us-gaap:ProductMember us-gaap:ServiceMember |
Cost of revenue | $ 61,461 | $ 47,429 | $ 28,637 |
Cost of revenue, type | us-gaap:ProductMember us-gaap:ServiceMember | us-gaap:ProductMember us-gaap:ServiceMember | us-gaap:ProductMember us-gaap:ServiceMember |
Gross profit | $ 56,705 | $ 36,061 | $ 27,475 |
Operating expenses: | |||
Research and development | 30,942 | 20,273 | 13,623 |
Selling, general and administrative | 32,307 | 22,592 | 17,461 |
Amortization of intangible assets | 7,153 | 3,871 | 1,222 |
Acquisition related expenses | 227 | 7,029 | |
Impairment and other charges | 1,694 | 2,680 | |
Total operating expenses | 72,323 | 56,445 | 32,306 |
Loss from operations | (15,618) | (20,384) | (4,831) |
Other income (expense): | |||
Interest expense, net | (10,964) | (3,791) | (753) |
Other income (expense), net | (90) | 2,656 | (3) |
Total other income (expense), net | (11,054) | (1,135) | (756) |
Loss before provision for (benefit from) income taxes | (26,672) | (21,519) | (5,587) |
Provision for (benefit from) income taxes | 184 | (79) | 101 |
Net loss | $ (26,856) | $ (21,440) | $ (5,688) |
Net loss per share: | |||
Basic and diluted (in dollars per share) | $ (0.90) | $ (0.85) | $ (0.31) |
Weighted average number of shares used in computing net loss per share: | |||
Basic and diluted (in shares) | 29,902,351 | 25,144,562 | 18,591,308 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (26,856) | $ (21,440) | $ (5,688) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustment | 444 | 160 | (65) |
Comprehensive loss | $ (26,412) | $ (21,280) | $ (5,753) |
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 |
Beginning balance at Dec. 31, 2016 | $ 2 | $ 110,749 | $ (230) | $ (94,156) | $ 16,365 |
Beginning 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 | 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) | |||
Ending balance at Dec. 31, 2017 | $ 2 | 133,087 | (295) | (99,844) | 32,950 |
Ending balance (in shares) at Dec. 31, 2017 | 21,291,833 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of warrants | 4,799 | 4,799 | |||
Proceeds from offering, net of issuance costs | $ 1 | 42,658 | 42,659 | ||
Proceeds from offering, net of issuance costs (in shares) | 7,705,000 | ||||
Options exercised | 280 | $ 280 | |||
Options exercised (in shares) | 112,965 | 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) | |||
Ending balance at Dec. 31, 2018 | $ 3 | 184,158 | (135) | (121,284) | $ 62,742 |
Ending balance (in shares) at Dec. 31, 2018 | 29,442,065 | 29,442,065 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Options exercised | 378 | $ 378 | |||
Options exercised (in shares) | 112,647 | 112,647 | |||
Employee stock purchase plan | 1,193 | $ 1,193 | |||
Employee stock purchase plan (in shares) | 283,931 | ||||
Restricted stock units, net of taxes paid related to net settlement of equity awards | (582) | (582) | |||
Restricted stock units, net of taxes paid related to net settlement of equity awards (in shares) | 430,042 | ||||
ASC 842 adoption adjustment | 248 | 248 | |||
Stock-based compensation | 5,697 | 5,697 | |||
Foreign currency translation adjustment | 444 | 444 | |||
Purchase of capped calls | (6,150) | (6,150) | |||
Equity component of convertible senior notes (net of issuance costs of $1 million) | 21,662 | 21,662 | |||
Net loss | (26,856) | (26,856) | |||
Ending balance at Dec. 31, 2019 | $ 3 | $ 206,356 | $ 309 | $ (147,892) | $ 58,776 |
Ending balance (in shares) at Dec. 31, 2019 | 30,268,685 | 30,268,685 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net loss | $ (26,856) | $ (21,440) | $ (5,688) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock-based compensation expense | 5,697 | 3,208 | 3,502 |
Depreciation and amortization | 3,222 | 2,379 | 1,384 |
Amortization of intangible assets | 7,153 | 3,871 | 1,222 |
Amortization of debt discount | 6,408 | 1,125 | 82 |
Deferred income taxes | (372) | (184) | (1) |
Prepayment premium and related costs of early extinguishment of debt | 784 | ||
Gain on sale of equipment | (18) | ||
Changes in fair value of earn-out liability | (320) | (2,569) | |
Impairment and other losses | 1,694 | 2,680 | |
Changes in assets and liabilities: | |||
Accounts receivable | (17,281) | (11,331) | (2,557) |
Inventories | (1,388) | (7,111) | (632) |
Prepaid expenses and other current assets | 238 | 1,539 | (478) |
Other non-current assets | 260 | (11) | (270) |
Accounts payable | 7,070 | 5,174 | 2,521 |
Accrued compensation and benefits | 1,241 | 1,424 | 1,015 |
Accrued expenses and other current liabilities | 2,959 | (719) | 58 |
Price adjustments and other revenue reserves | (1,179) | 4,819 | |
Other non-current liabilities | (1,181) | (58) | 75 |
Deferred rent | (457) | (422) | |
Net cash used in operating activities | (11,851) | (17,679) | (189) |
Cash flows from investing activities: | |||
Acquisition of property and equipment | (4,517) | (3,208) | (2,868) |
Maturities of short-term investments | 1,274 | ||
Investment in unconsolidated affiliate | (457) | (566) | (334) |
Net cash used in investing activities | (4,974) | (65,952) | (3,552) |
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 | 1,571 | 830 | 781 |
Tax withholdings related to net share settlement of restricted stock units | (582) | (424) | (308) |
Proceeds from revolving line of credit | 30,598 | ||
Payments on revolving line of credit | (1,500) | (30,905) | |
Proceeds from term loan, net of fees | 33,591 | 12,000 | |
Proceeds from issuance of convertible senior notes, net of issuance costs | 76,992 | ||
Payments on term loan | (35,492) | (12,292) | (16,364) |
Purchase of capped calls | (6,150) | ||
Payment on earn-out liability | (7,219) | ||
Net cash provided by financing activities | 29,120 | 62,864 | 14,165 |
Effect of exchange rates on cash, cash equivalents and restricted cash | 339 | (223) | (65) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 12,634 | (20,990) | 10,359 |
Cash, cash equivalents and restricted cash - beginning of year | 9,088 | 30,078 | 19,719 |
Cash, cash equivalents and restricted cash - end of year | 21,722 | 9,088 | 30,078 |
Supplemental disclosures of other cash flow information: | |||
Cash paid for interest expense | 2,882 | 2,800 | 695 |
Supplemental disclosures of non-cash investing and financing information: | |||
Purchase of property and equipment included in accounts payable | 372 | 533 | 420 |
Fair value of warrants issued in connection with term loan | 4,799 | 363 | |
Accrued deferred financing costs | 125 | ||
Equity component of convertible senior notes | $ 21,662 | ||
Echelon Corporation [Member] | |||
Cash flows from investing activities: | |||
payments to acquire businesses, net of cash acquired | (28,836) | ||
S3 Asic Semiconductors Limited [Member] | |||
Cash flows from investing activities: | |||
payments to acquire businesses, net of cash acquired | $ (34,616) | $ (350) |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
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 . On February 20, 2020, we entered into a definitive merger agreement with Dialog Semiconductor plc, a company incorporated in England and Wales. According to the terms of the merger Dialog, will acquire 100% of the issued capital of the Company (see Note 17, Subsequent Event). Liquidity. Since inception we have funded our operations primarily through sales of common and preferred stock and borrowing arrangements. As of December 31, 2019, our principal sources of liquidity consisted of cash, cash equivalents and restricted cash of $ 21.7 million. In addition, we have incurred net losses since our inception, and as of December 31, 2019 have an accumulated deficit of approximately $147.9 million. We expect to continue to incur operating losses and negative cash flows from operations through March 31, 2021 if we remain independent. We believe our existing cash and cash equivalents will be sufficient to meet our anticipated cash needs over the next 12 months if we remain independent. 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 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. Recently Adopted Accounting Pronouncements. Adoption of ASC 842: We adopted ASU No. 2016-02, Leases (“Topic 842”), as of January 1, 2019, using the modified retrospective approach. The modified retrospective approach provides a method for recording existing leases at the beginning of the period of adoption. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification and we elected the hindsight practical expedient to determine the lease term for existing leases. We determined that most renewal options would not be reasonably certain in determining the expected lease term. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. Adoption of the new standard resulted in the recording of right of use assets of $4.9 million and lease liabilities of $7.0 million and eliminating deferred rent of $2.4 million, as of January 1, 2019. The standard did not have an impact on our consolidated results of operations or cash flows. The effect of the changes made to our consolidated January 1, 2019 balance sheet for the adoption of the new lease standard was as follows (in thousands): Balance as of Adjustments Balance as of December 31, Due to January 1, 2018 ASC 842 2019 Operating lease right-of-use assets $ — $ 4,877 $ 4,877 Total assets $ 137,188 $ 4,877 $ 142,065 Operating lease liabilities, current $ — $ 1,116 $ 1,116 Operating lease liabilities, non-current $ — $ 5,917 $ 5,917 Deferred rent $ 2,404 (2,404) — Total liabilities $ 74,446 $ 4,629 $ 79,075 Accumulated deficit $ (121,284) $ 248 $ (121,036) Total stockholders' equity $ 62,742 $ 248 $ 62,990 Total liabilities and stockholders' equity $ 137,188 $ 4,877 $ 142,065 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, 2019 As Balances without Effect of Reported ASC 606 Change Accounts receivable, net $ 40,492 $ 36,852 $ (3,640) Price adjustments and other revenue reserves $ 3,640 $ — $ 3,640 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 from contracts with customers. 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. The Company has entered into, and will continue to enter into, development agreements. Typically, revenue is recognized over time on a percentage of completion basis based on resources expended to date as compared to budgeted resources. Cost associated with these contracts can be classified as cost of revenue or research and development expense depending on the terms of the contract. 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. 2019 2018 (in thousands) Products transferred at a point in time $ 99,799 $ 72,323 Products and services transferred over time 18,367 11,167 $ 118,166 $ 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, 2019 2018 Change (in thousands) Contract assets: Accounts receivable, unbilled $ 1,353 $ 751 $ 602 Contract liabilities: Deferred revenue $ 415 $ 1,848 $ (1,433) 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, 2019 and 2018, we had $1.4 million and $0.8 million, respectively, 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, 2019 and 2018, we had $0.4 million and $1. 8 million, respectively, 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 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. 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 2019 and 2018, we did not record any additional liability related to potential warranty claims. As of December 31, 2019 and 2018, 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, 2019, the warranty accrual related to Echelon products was $453,000 of which $186,000 is recorded in accrued expenses and other current liabilities on the consolidated balance sheets and $267,000 is recorded in other long-term liabilities on the consolidated balance sheets. As of December 31, 2018, the warranty accrual related to Echelon products was $454,000 of which $215,000 was recorded in accrued expenses and other current liabilities on the consolidated balance sheets and $239,000 was recorded in other long-term liabilities. 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 $0.4 million for the year ended December 31, 2019. We had a net gain from foreign currency translation of assets and liabilities of $0.2 million for the year ended December 31, 2018. We had a net loss from foreign currency translation of assets and liabilities of $0.1 million for the year ended December 31, 2017. We had a net loss of $0.4 million arising from transactions denominated in currencies other than the functional currency for the year ended December 31, 2019. 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 and we had a net loss arising from transactions denominated in currencies other than the functional currency of $4,000 for the year ended December 31, 2017. These transaction gains and losses 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 $ 1.7 million and $2.7 million on certain long-lived assets for the years ended December 31, 2019, and December 31, 2018 , respectively. 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 2019, 2018, and 2017 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.. We recorded an allowance for doubtful accounts of $60,000 and $30,000 for the years ended December 31, 2019 and December 31, 2018. Customer concentrations as a percentage of revenue, net were as follows: Year Ended December 31, 2019 2018 2017 Customer A 13 % 17 % 18 % Customer B * * 10 % Customer C 16 % * * * less than 10% Customer concentrations as a percentage of gross accounts receivable were as follows: Year Ended December 31, 2019 2018 2017 Customer A * * 31 % Customer B 45 % 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 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 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
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. 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 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 approximately $10.5 million as of December 31, 2018. During 2019 we revalued the earn-out liability and recorded a reduction in that liability of approximately $0.3 million. In October 2019, we paid approximately $7.2 million against the liability and as of December 31, 2019 we estimated the fair value of the earn-out liability to $2.9 million. 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. 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, 2019 | |
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, 2019 2018 Accounts receivable $ 39,199 $ 22,490 Accounts receivable, unbilled 1,353 751 Allowance for doubtful accounts (60) (30) Total accounts receivable, net $ 40,492 $ 23,211 Inventories. Inventories consisted of the following (in thousands): December 31, 2019 2018 Raw materials $ 6,081 $ 1,427 Work-in-process 6,715 11,451 Finished goods 7,227 5,757 Total inventories $ 20,023 $ 18,635 For the year ended December 31, 2019, we did not realize a benefit from the sales of previously written-down products. For the years ended December 31, 2018 and 2017, we realized a benefit of $1.3 million and $1.3 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, 2019 2018 Machinery and equipment $ 17,522 $ 15,537 Leasehold improvements 4,445 4,422 Computer software 4,142 3,760 Furniture and fixtures 733 372 Construction in progress 115 52 Property and equipment, at cost 26,957 24,143 Accumulated depreciation and amortization (18,844) (17,058) Property and equipment, net $ 8,113 $ 7,085 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, 2019, 2018, and 2017 was $3.2 million, $2. 4 million, and $1.4 million, respectively. Accrued Expenses and Other Current Liabilities. Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2019 2018 Accrued sales commission payable $ 389 $ 387 Accrued manufacturing expenses 1,106 692 Deferred rent, current portion — 514 Liabilities to certain customers 4,144 366 Warranty reserve 513 505 Deferred revenue, current portion 415 1,848 Income tax payable 132 172 Interest payable 950 — Other accrued liabilities 1,719 688 Total accrued expenses and other current liabilities $ 9,368 $ 5,172 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 Assets: Money market funds $ 460 $ — $ — $ 460 U.S. government securities 300 — — 300 $ 760 $ — $ — $ 760 Liabilities: Earn-out liability $ — $ — $ 2,911 $ 2,911 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, 2019, we had an earn-out liability of $2.9 million and as of December 31, 2018, we had an earn-out liability of $10.5 million. All of the earn-out liability was 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 2019 was as follows: Balance as of January 1, 2019 $ 10,450 Payments (7,219) Change in fair value (320) Change in foreign currency exchange rate — Balance as of December 31, 2019 $ 2,911 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, 2019, 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 and
Purchased Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Purchased Intangible Assets and Goodwill | Note 5. Purchased Intangible Assets and Goodwill In connection with our purchase of the serial flash memory product line assets from Atmel Corporation, we recorded $16.4 million of intangible assets. In connection with the acquisition of S3 (Note 2), we recorded $15.3 million of intangible assets. In connection with the acquisition of Echelon (Note 2), we recorded $17.7 million of intangible assets Intangible assets, net are as follows (in thousands): December 31, 2019 Estimated Useful Gross Carrying Accumulated Net Carrying Developed technology 4 - 10 $ 16,032 $ 6,905 $ 9,127 Customer relationships 7 - 12 28,411 9,608 18,803 Customer backlog 1 2,779 2,779 — Contract backlog 0.5 210 210 — Non-compete agreement 2 - 5 662 588 74 Trademarks 8 - 12 1,290 186 1,104 Total intangible assets subject to amortization $ 49,384 $ 20,276 $ 29,108 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 The estimated future amortization expense of acquisition-related intangible assets subject to amortization as of December 31, 2019 is as follows (in thousands): Year Ended December 31, 2020 $ 7,036 2021 6,962 2022 6,070 2023 3,736 2024 3,463 Thereafter 1,841 Total $ 29,108 |
Investment in Unconsolidated Af
Investment in Unconsolidated Affiliates | 12 Months Ended |
Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | |
Investment in Unconsolidated Affiliates | Note 6. Investment in Unconsolidated Affiliates. During 2019 and 2018, 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. None of the notes receivable were converted into shares of preferred stock during the year ended December 31, 2019. This investment is recorded at cost in other non-current assets on the consolidated balance sheets as of December 31, 2019 and 2018 in the amount of $0.9 million and $0.9 million, respectively. As of December 31, 2019 and 2018, we held investments in notes receivable in the amount of $0.7 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, 2019 | |
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 $8.62 and a term of six years. The fair value of the warrant was $4.9 million and was calculated using the Black-Scholes option pricing model. The inputs used in calculating fair value were: initial exercise price of $8.30, stock price of $8.70, volatility of 70%, term of 6 years and a risk-free interest rate of 2.87%. 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. Borrowings of $33.8 million under this facility were repaid in full in September 2019. In addition, the Company was required to pay a prepayment premium of $0.7 million. In connection with the repayment of this facility, the remaining balance of the debt discount was recognized as interest expense. Amortization of debt discount was $5.1 million and $1.1 million for the years ended December 31, 2019 and 2018, respectively. Convertible Notes. On September 23, 2019, the Company completed an offering of $80.5 million aggregate principal amount of 4.25% Convertible Senior Notes due 2024 (the "Notes"). The Notes were sold pursuant to an indenture between the Company and U.S. Bank National Association (the “Trustee”). The Notes are senior, unsecured obligations of the Company. The Notes pay interest at a rate equal to 4.25% per year. Interest on the Notes is payable semiannually in arrears on March 15 and September 15 of each year, beginning March 15, 2020. Interest accrues on the Notes from the last date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from September 23, 2019. Unless earlier converted, redeemed or repurchased, the Notes mature on September 15, 2024. The implied estimated effective rate of the liability component of the Notes is 12.3%. The Notes are convertible into Company common stock at an initial conversion rate of 83.3021 shares per $1,000 principal amount of Notes, subject to adjustment upon certain events. The Notes are convertible, in whole or in part, at the option of the holder, at any time prior to the close of business on the business day immediately preceding June 15, 2024, but only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2019 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than 130% of the conversion price on such trading day; (2) during the five business day period immediately after any ten consecutive trading day period (the five consecutive trading day period being referred to as the ‘‘measurement period’’) in which the trading price per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on such trading day; (3) upon the occurrence of certain specified corporate events, including fundamental changes (as described in the Indenture); or (4) if the Company calls the Notes for redemption. In addition, regardless of the foregoing circumstances, holders may convert their Notes at any time on or after June 15, 2024 and prior to the close of business on the day immediately preceding the maturity date of the Notes. Upon conversion, the Company may elect to settle by paying or delivering either solely cash, shares of Company common stock or a combination of cash and shares of common stock. In accounting for the issuance of the Notes, we separated the Notes into liability and equity components. The carrying amounts of the liability components of the Notes were calculated by measuring the fair value of similar debt instruments that do not have an associated convertible feature. The carrying amount of the equity component represents the conversion option and was determined by deducting the fair value of the liability component from the par value of the respective Notes. The difference represents the debt discount that is amortized to interest expense over the respective terms of the Notes using the effective interest method. The carrying amount of the equity component that represents the conversion option was $22.6 million gross and $21.6 million net of issuance costs. The equity component is recorded in additional paid-in capital and is not remeasured as long as it continues to meet the conditions for equity classification. The Indenture contains covenants that, among other things, restricts the Company’s ability to merge, consolidate or sell, or otherwise dispose of, all or substantially all of its assets. These limitations are subject to a number of important qualifications and exceptions. The Indenture contains customary Events of Default (as defined in the Indenture), including default in the event the Company fails to pay interest on the Notes when due, and such failure continues for 30 days, or the Company fails to pay the principal of the Notes when due, including at maturity, upon redemption or otherwise; failure to comply with covenants and other obligations under the Indenture, including delivery of required notices and obligations in connection with conversion, in certain cases subject to notice and grace periods; payment defaults and accelerations with respect to other indebtedness of the Company and its significant subsidiaries in the aggregate principal amount of $15.0 million or more; failure by the Company or its significant subsidiaries to pay certain final judgments aggregating in excess of $15.0 million within 60 consecutive days of such final judgment; and specified events involving bankruptcy, insolvency or reorganization of the Company or its significant subsidiaries. Upon an Event of Default, the trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare all the Notes to be due and payable immediately. In the case of Events of Default relating to bankruptcy, insolvency or reorganization, all outstanding Notes will become due and payable immediately without further action or notice. On September 18, 2019, in connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions (the “Base Capped Call Transactions”) with each of Credit Suisse Capital LLC and Société Générale (the “option counterparties). On September 19, 2019, in connection with the exercise of the option in full by the initial purchasers, Adesto entered into additional privately negotiated capped call transactions (the “Additional Capped Call Transactions,” and together with the Base Capped Call Transactions, the “Capped Call Transactions”) with each of the option counterparties. The Capped Call Transactions relating to the Notes will initially cover, subject to customary anti-dilution adjustments, the number of shares of common stock that initially underlie the Notes. The cap price of the Capped Call Transactions is initially $15.86 per share of common stock, representing a premium of 75.0% above the last reported sales price of $9.06 per share of common stock on September 18, 2019, and is subject certain adjustments under the terms of the Capped Call Transactions. The Capped Call Transactions are expected generally to reduce the potential dilution to the common stock as a result of any conversion of the Notes and/or offset any cash payments that Adesto would be required to make in excess of the principal amount upon conversion of the Notes, as the case may be, with such reduction or offset subject to a cap based on the cap price. In connection with establishing their initial hedges of the Capped Call Transactions, the Company expects that the option counterparties or their respective affiliates will purchase shares of common stock and/or enter into various derivative transactions with respect to common stock concurrently with, or shortly after, the pricing of the Notes. This activity could increase (or reduce the size of any decrease in) the market price of common stock or Notes at that time. In addition, the Company expects that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to common stock and/or purchasing or selling common stock in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes. This activity could cause or avoid an increase or decrease in the market price of common stock or the Notes which could affect holders’ ability to convert the Notes. The Capped Call Transactions are separate transactions entered into by Adesto with the option counterparties, are not part of the terms of the Notes, and will not affect any holder’s rights under the Notes. Holders of the Notes will not have any right with respect to the Capped Calls Transactions. The premium paid for the purchase of the capped calls in the amount of $6.2 million has been recorded as a reduction to additional paid-in capital and will not be remeasured. The following table summarizes information about the equity and liability components of the Notes (in thousands): December 31, 2019 Liability component: Principal amount $ 80,500 Unamortized discount (21,529) Unamortized issuance costs (2,382) Total convertible senior notes $ 56,589 Equity component , net of issuance costs $ 21,662 Outstanding borrowings consisted of the following (in thousands): December 31, 2019 2018 Term loan, current $ — $ 141 Term loan, non-current — 29,418 Convertible notes 56,589 — Total $ 56,589 $ 29,559 Future repayments on the outstanding convertible notes are as follows: (in thousands) Year Ended December 31, 2020 $ — 2021 — 2022 — 2023 — 2024 80,500 $ 80,500 Interest expense incurred under our borrowings was $ 11.0 million, $3.9 million, and $0.8 million for the years ended December 31, 2019, 2018, and 2017, respectively. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 2017 United States $ 31,887 $ 23,188 $ 11,667 Rest of Americas 5,217 2,790 245 Europe 20,942 17,514 9,546 Asia Pacific 59,167 39,463 34,263 Rest of world 953 535 391 Total $ 118,166 $ 83,490 $ 56,112 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, 2019 2018 United States $ 3,248 $ 3,879 Asia Pacific 4,093 2,968 Europe 772 238 Total property and equipment, net $ 8,113 $ 7,085 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. Commitments and Contingencies. Operating Leases. We lease certain manufacturing facilities, warehouses, office space, and equipment under non-cancelable operating leases that expire at various times up to November 2033 and have options to renew most leases, with rentals to be negotiated. Certain of our leases contain provisions for rental adjustments. Operating lease rentals are expensed on a straight-line basis over the life of the lease beginning on the date we take possession of the property. At lease inception, we determine the lease term by assuming the exercise of those renewal options that are reasonably assured. The exercise of lease renewal options is at our sole discretion. The lease term is used to determine whether a lease is financing or operating and is used to calculate straight-line rent expense. Additionally, the depreciable life of leasehold improvements is limited by the expected lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. The following table reflects our lease assets and our lease liabilities at December 31, 2019 and January 1, 2019 (in thousands). December 31, January 1, 2019 2019 Assets: Operating lease right-of-use assets $ 4,300 $ 4,877 Liabilities: Operating lease liabilities, current $ 1,230 $ 1,116 Operating lease liabilities, non-current $ 4,726 $ 5,917 Lease Costs: The components of lease costs were as follows (in thousands): Year Ended December 31, 2019 Operating lease cost $ 2,156 As of December 31, 2019, the maturity of operating lease liabilities was as follows (in thousands): (In thousands) 2020 $ 2,006 2021 1,693 2022 1,553 2023 1,016 2024 222 Thereafter 1,962 Total lease payments 8,452 Less: Interest (2,496) Present value of lease liabilities $ 5,956 Lease Term and Discount Rate: December 31, 2019 Weighted-average remaining lease term (in years) 7.0 Weighted-average discount rate 11.56 % Other Information: Supplemental 2019 cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2019 Operating cash outflows from operating leases $ 2,156 Right-of-use assets obtained in exchange for new operating lease liabilities $ — Rent expense under operating leases for 2019, 2018, and 2017 was $2.2 million, $2.0 million, and $1.0 million, respectively. Purchase Commitments. As of December 31, 2019, we had purchase commitments with our third-party foundries of $8.8 million due within one year. 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, 2019 | |
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, 2019 and 2018. Each holder of common stock is entitled to one vote per share. As of December 31, 2019, 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. We completed an offering of $80.5 million of convertible senior notes in September 2019. In conjunction with this issuance we reserved 8,885,204 shares of common stock. Common Stock Reserved for Future Issuance. As of December 31, 2019 and 2018, we had reserved shares of common stock for future issuances as follows: December 31, 2019 2018 Warrants to purchase common stock 1,165,282 1,239,423 Options outstanding 1,929,391 1,865,415 Restricted stock units outstanding 1,451,507 1,154,980 Shares available for future grants 288,813 96,515 Shares available for ESPP 373,428 362,938 Shares reserved for issuance upon conversion of the Notes 8,885,204 0 Total 14,093,625 4,719,271 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, 2019 Total amount of securities issuable under the outstanding warrants Exercise Price Issuance Date Expiration Date $ 2.38 2014-2015 2022-2024 $ 8.62 $ 6.93 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 $ 8.62 $ 8.33 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 2019, 74,141 common stock warrants expired unexercised on September 27, 2019. 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. During 2019 and 2018, we issued 283,931 and 125,567 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, 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 Granted 189,856 6.16 Exercised (112,647) 3.36 Canceled (13,233) 6.53 Outstanding as of December 31, 2019 1,929,391 $ 4.84 6.9 $ 7,146 Options vested and expected to vest as of December 31, 2019 1,875,980 $ 4.80 6.9 $ 7,029 Options vested and exercisable as of December 31, 2019 1,248,054 $ 4.23 6.3 $ 5,408 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, 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 509,984 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 Granted 978,851 6.35 Released (512,703) 5.31 Forfeited/expired (169,621) 5.15 Outstanding as of December 31, 2019 1,451,507 $ 6.18 1.3 $ 12,314 Certain of the RSUs that were released in 2017, 2018 and 2019 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, 2019, 512,703 shares of RSUs were released and, of those, we withheld 82,861 shares to satisfy $0.6 million of employees' minimum tax obligation on the released RSUs. 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, 2019 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 4,417 6.8 $ 1.60 3,416 $ 1.60 $1.65 268,559 3.2 1.65 268,559 1.65 $3.30 - $3.48 212,307 5.9 3.40 208,584 3.40 $3.55 370,275 7.2 3.55 245,596 3.55 $3.60 - $4.58 155,365 7.4 3.76 109,460 3.66 $5.25 216,993 7.2 5.25 136,051 5.25 $5.30 - $5.87 205,018 9.1 5.76 42,531 5.56 $6.15 - $8.10 183,651 8.3 6.62 81,611 6.48 $8.45 239,413 8.3 8.45 89,777 8.45 $8.55 - $10.00 73,393 6.5 9.63 62,469 9.79 $1.60-$10.00 1,929,391 6.9 $ 4.84 1,248,054 $ 4.23 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
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: 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 volatility of our publicly traded stock. 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, 2019 2018 2017 Volatility 65 % 72 % 86 % Expected dividend yield — — — Risk-free rate 2.22 % 2.85 % 2.15 % 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 $3.68, $4.59 and $3.11 per share for the years ended December 31, 2019, 2018 and 2017, 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. As of December 31, 2019, Adesto's share price did not meet the performance threshold and the PRSU's were not awarded. On March 25, 2019, our compensation committee granted 147,954 RSUs that do not begin vesting unless certain performance goals are met. Vesting of these shares will not begin unless the stock price 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 March 15, 2019 through March 15, 2020. Vesting would begin 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 $4.05 at the time of grant. Expense for these RSUs is being amortized over three years. The following table presents the effects of stock-based compensation for stock options, RSUs, and ESPP (in thousands): Year Ended December 31, 2019 2018 2017 Cost of revenue $ 290 $ 190 $ 112 Research and development 2,119 1,203 1,172 Selling, general and administrative 3,288 1,815 2,218 Total $ 5,697 $ 3,208 $ 3,502 Stock-based compensation expense capitalized to inventories was not material during the years ended December 31, 2019, 2018 and 2017. 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, 2019, the total unrecognized compensation cost related to stock options, net of estimated forfeitures, was approximately $ 2.2 million, and this amount is expected to be recognized over a weighted-average period of approximately 2.1 years. As of December 31, 2019, the total unrecognized compensation cost related to RSUs and ESPP was $6.7 million and $44,000, respectively, and these amounts are expected to be recognized over 2.2 years and 0.2 years, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 2017 United States $ (28,736) $ (23,170) $ (5,974) Foreign 2,064 1,651 387 Loss before provision for (benefit from) income taxes $ (26,672) $ (21,519) $ (5,587) The provision for (benefit from) income taxes consisted of the following (in thousands): Year Ended December 31, 2019 2018 2017 Current: Federal $ 1 $ 1 $ — State 13 12 3 Foreign 513 92 98 Total current provision for (benefit from) income taxes 527 105 101 Deferred: Federal — — — State — — — Foreign (343) (184) — Total deferred provision for (benefit from) income taxes (343) (184) — Total $ 184 $ (79) $ 101 The reconciliation of the federal statutory income tax to our effective tax is as follows (in thousands): Year Ended December 31, 2019 2018 2017 Federal tax at statutory rate $ (5,601) $ (4,519) $ (1,896) State taxes - current 14 13 — State taxes - deferred (947) (12,354) (877) Foreign rate differential 25 (199) (46) Nondeductible expenses 83 251 453 Research and development credit (685) (174) (174) Stock compensation 30 47 218 Change in federal rate — (2,191) 12,231 Transaction costs — 1,615 — Change in valuation allowance 7,265 17,432 (9,808) Total $ 184 $ (79) $ 101 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, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 32,868 $ 31,399 Accruals and reserves 1,799 1,528 Amortization of intangible assets — — Tax credit carryforwards 14,644 13,081 Depreciation — 280 Deferred revenue 27 123 Lease liability 862 — Other 3,275 1,093 Gross deferred tax assets 53,475 47,504 Valuation allowance (46,350) (43,957) Total deferred tax assets 7,125 3,547 Deferred tax liabilities: Fixed assets — Right-of-use assets (487) — Convertible notes (4,629) — Amortization of intangible assets (3,278) (5,282) Total deferred tax liabilities (8,479) (5,282) Net deferred tax liability $ (1,354) $ (1,735) 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, 2019, 2018 and 2017 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, 2019, 2018, and 2017 was an increase of $2.4 million, an increase of $17.4 million and a decrease of $9.8 million. As of December 31, 2019, we had federal and state NOL carryforwards of $123.0 million and $97.2 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, 2019, we had federal and state research and development tax credit carryforwards of $5.6 million and $23.3 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, 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 Tax positions related to the current year: Additions 1,751 Tax positions related to the prior year: Reductions (72) Balance as of December 31, 2019 $ 12,315 Our total amounts of unrecognized tax benefits that, if recognized, would affect our tax rate are $266,000 and $361,000 as of December 31, 2019 and 2018, 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, 2019 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, 2019. 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 did not have a material impact from GILTI inclusions. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 2017 Stock options 1,929,391 1,865,415 1,560,453 Restricted stock units 1,451,507 1,154,980 509,894 Common stock warrants 1,165,282 1,239,423 389,423 Shares from the convertible senior notes 6,705,819 — — 11,251,999 4,259,818 2,459,770 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 and total payments made during the year ended December 31, 2017 were $200,000. As of December 31, 2019 and 2018, there were no invoices included within accounts payable on the consolidated balance sheets. On July 27, 2019, Susan Uthayakumar, the president of Schneider Electric, Canada joined the Company’s board of directors. The Company, through Echelon, sells Embedded Systems products to Schneider Electric. From September 14, 2018 (the date on which the Company acquired 100% of the issued capital of Echelon) and through the period ending December 31, 2019, the Company has recognized revenues of approximately $0.6 million from Schneider Electric. As of December 31, 2019 we had approximately $7,000 of outstanding accounts receivable with Schneider Electric. |
Selected Unaudited Quarterly Fi
Selected Unaudited Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2019 2019 2019 Revenue, net $ 27,870 $ 32,028 $ 30,155 $ 28,113 Gross profit $ 12,792 $ 16,247 $ 14,446 $ 13,220 Net loss $ (7,918) $ (7,568) $ (4,310) $ (7,060) Net loss per share - Basic and diluted $ (0.26) $ (0.25) $ (0.14) $ (0.24) 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 $ (6,883) $ (8,397) $ (5,058) $ (1,102) Net loss per share - Basic and diluted $ (0.23) $ (0.30) $ (0.24) $ (0.05) |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Note 16. Restructuring During 2019, the Company made the decision to close the lighting business which was acquired as part of the Echelon acquisition in September 2018. The lighting disposal liabilities, expected to be resolved in the next 12 months, include accrued costs for certain estimated warranty expenses, employee severance, additional inventory write-downs, additional bad debts, and additional materials at our subcontractors which have yet to be delivered. The Company recorded a restructuring expense of $1.7 million during the year ended December 31, 2019. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 17. Subsequent Event On February 20, 2020, the Company, Dialog Semiconductor plc, a company incorporated in England and Wales (“ Parent ”), and Azara Acquisition Corp. (“ Merger Sub ”), a Delaware corporation and a wholly owned direct or indirect subsidiary of Parent (“ Merger Sub ”), entered into an Agreement and Plan of Merger (the“ Merger Agreement ”). The Board of Directors of the Company has unanimously determined that the Merger is advisable and fair to, and in the best interests of, the Company and its stockholders, and unanimously recommended the adoption of the Merger Agreement by the holders of the Company’s common stock (the “ Shares ”). Pursuant to the terms of, and subject to the conditions specified in, the Merger Agreement, Merger Sub will merge with and into the Company, and the Company will become a wholly owned direct or indirect subsidiary of Parent (the “ Merger ”). If the Merger is consummated, each Share outstanding as of immediately prior to the effective time of the Merger (other than (i) shares held, directly or indirectly, by any wholly owned subsidiary of the Company, (ii) shares held by the Company (or held in the Company’s treasury) or held, directly or indirectly by Parent, Merger Sub or any other wholly owned subsidiary of Parent and (iii) stockholders of the Company who are entitled to and who properly exercise appraisal rights under Delaware law) will be converted into the right to receive $12.55 in cash, without interest and subject to any required tax withholding. The consummation of the Merger is subject to the satisfaction or waiver of customary closing conditions, including, among other things, (i) the adoption of the Merger Agreement by the holders of a majority of the Company’s Shares outstanding on the record date; ; (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended without the imposition of a Burdensome Condition (as defined in the Merger Agreement); (iii) obtainment of CFIUS Approval (as defined in the Merger Agreement); (iv) the absence of any order or other legal restraint or injunction preventing the consummation of the Merger and the absence of any law making the consummation of the Merger illegal, in any case, by any court or governmental entity having jurisdiction over the parties to the Merger Agreement; (v) the absence of certain legal proceedings brought by certain governmental entities relating to the Merger; (vi) the continued accuracy of the Company’s representations and warranties, subject to specified materiality qualifications; (vii) the performance of the Company’s obligations and covenants under the Merger Agreement (to be performed at or prior to the consummation of the Merger) in all material respects and (vii) the absence of a Material Adverse Effect (as defined in the Merger Agreement). The transaction is not subject to a financing condition. The dates for the closing the Merger and for the Company’s special meeting of stockholders to vote on the adoption of the Merger Agreement have not yet been determined. The Company has made customary representations and warranties in the Merger Agreement and has agreed to customary covenants, including (i) subject to certain limitations set forth in the Merger Agreement, to conduct the business and operations of the Company and its subsidiaries, in all material respects, in the ordinary course and in accordance with past practices prior to the consummation of the Merger and (ii) to not engage in certain specified transactions or activities prior to the consummation of the Merger without Parent’s prior written consent. In addition, the Company has agreed (i) not to solicit, initiate, knowingly encourage, or knowingly facilitate any alternative acquisition proposals or acquisition inquiries or take any action that could reasonably be expected to lead to an acquisition proposal or acquisition inquiry; (ii) not to furnish or otherwise provide access to any information regarding the Company or its subsidiaries to any person or entity in connection with or in response to an acquisition proposal or acquisition inquiry; (iii) not to engage in discussions or negotiations with any person or entity with respect to any acquisition proposal or acquisition inquiry; (iv) not to approve, endorse or recommend any acquisition proposal; and (v) not to enter into any letter of intent, memorandum of understanding, agreement in principle or similar document or any contract constituting or relating directly or indirectly to, or that contemplates or is intended or could reasonably be expected to result directly or indirectly in, an acquisition transaction, subject to customary exceptions in the exercise of the Board’s fiduciary duties. In addition, the Company has agreed to file a proxy statement and cause a special stockholders meeting to be held regarding the adoption of the Merger Agreement; and subject to certain customary exceptions, that the Board will unanimously recommend that the stockholders of the Company approve the adoption of the Merger Agreement and to not withdraw or modify that recommendation. The Merger Agreement contains customary termination rights for the parties, including the right to terminate the Merger Agreement if the Merger has not been consummated at or prior to 11:59 p.m. (California time) on August 20, 2020 (or, if so extended by either party in accordance with the terms of the Merger Agreement, November 20, 2020) (the “ End Date ”). The Merger Agreement provides that the Company will be required to pay Parent a termination fee of $15.76 million if the Merger Agreement is terminated under certain circumstances, including by the Company to accept a Superior Offer (as defined in the Merger Agreement) and enter into a definitive agreement providing for consummation of the transaction contemplated by such Superior Offer. The Merger Agreement also provides that Parent will be required to pay to the Company a termination fee of $15.76 million if the Merger is not consummated due to a failure to obtain CFIUS Approval prior to the End Date. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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 . On February 20, 2020, we entered into a definitive merger agreement with Dialog Semiconductor plc, a company incorporated in England and Wales. According to the terms of the merger Dialog, will acquire 100% of the issued capital of the Company (see Note 17, Subsequent Event). |
Liquidity | Liquidity. Since inception we have funded our operations primarily through sales of common and preferred stock and borrowing arrangements. As of December 31, 2019, our principal sources of liquidity consisted of cash, cash equivalents and restricted cash of $ 21.7 million. In addition, we have incurred net losses since our inception, and as of December 31, 2019 have an accumulated deficit of approximately $147.9 million. We expect to continue to incur operating losses and negative cash flows from operations through March 31, 2021 if we remain independent. We believe our existing cash and cash equivalents will be sufficient to meet our anticipated cash needs over the next 12 months if we remain independent. 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 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. Recently Adopted Accounting Pronouncements. Adoption of ASC 842: We adopted ASU No. 2016-02, Leases (“Topic 842”), as of January 1, 2019, using the modified retrospective approach. The modified retrospective approach provides a method for recording existing leases at the beginning of the period of adoption. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification and we elected the hindsight practical expedient to determine the lease term for existing leases. We determined that most renewal options would not be reasonably certain in determining the expected lease term. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. Adoption of the new standard resulted in the recording of right of use assets of $4.9 million and lease liabilities of $7.0 million and eliminating deferred rent of $2.4 million, as of January 1, 2019. The standard did not have an impact on our consolidated results of operations or cash flows. The effect of the changes made to our consolidated January 1, 2019 balance sheet for the adoption of the new lease standard was as follows (in thousands): Balance as of Adjustments Balance as of December 31, Due to January 1, 2018 ASC 842 2019 Operating lease right-of-use assets $ — $ 4,877 $ 4,877 Total assets $ 137,188 $ 4,877 $ 142,065 Operating lease liabilities, current $ — $ 1,116 $ 1,116 Operating lease liabilities, non-current $ — $ 5,917 $ 5,917 Deferred rent $ 2,404 (2,404) — Total liabilities $ 74,446 $ 4,629 $ 79,075 Accumulated deficit $ (121,284) $ 248 $ (121,036) Total stockholders' equity $ 62,742 $ 248 $ 62,990 Total liabilities and stockholders' equity $ 137,188 $ 4,877 $ 142,065 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): |
Revenue Recognition | Revenue from contracts with customers. 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. The Company has entered into, and will continue to enter into, development agreements. Typically, revenue is recognized over time on a percentage of completion basis based on resources expended to date as compared to budgeted resources. Cost associated with these contracts can be classified as cost of revenue or research and development expense depending on the terms of the contract. 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. 2019 2018 (in thousands) Products transferred at a point in time $ 99,799 $ 72,323 Products and services transferred over time 18,367 11,167 $ 118,166 $ 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, 2019 2018 Change (in thousands) Contract assets: Accounts receivable, unbilled $ 1,353 $ 751 $ 602 Contract liabilities: Deferred revenue $ 415 $ 1,848 $ (1,433) 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, 2019 and 2018, we had $1.4 million and $0.8 million, respectively, 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, 2019 and 2018, we had $0.4 million and $1. 8 million, respectively, 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 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. |
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 2019 and 2018, we did not record any additional liability related to potential warranty claims. As of December 31, 2019 and 2018, 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, 2019, the warranty accrual related to Echelon products was $453,000 of which $186,000 is recorded in accrued expenses and other current liabilities on the consolidated balance sheets and $267,000 is recorded in other long-term liabilities on the consolidated balance sheets. As of December 31, 2018, the warranty accrual related to Echelon products was $454,000 of which $215,000 was recorded in accrued expenses and other current liabilities on the consolidated balance sheets and $239,000 was recorded in other long-term liabilities. |
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 $0.4 million for the year ended December 31, 2019. We had a net gain from foreign currency translation of assets and liabilities of $0.2 million for the year ended December 31, 2018. We had a net loss from foreign currency translation of assets and liabilities of $0.1 million for the year ended December 31, 2017. We had a net loss of $0.4 million arising from transactions denominated in currencies other than the functional currency for the year ended December 31, 2019. 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 and we had a net loss arising from transactions denominated in currencies other than the functional currency of $4,000 for the year ended December 31, 2017. These transaction gains and losses 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 $ 1.7 million and $2.7 million on certain long-lived assets for the years ended December 31, 2019, and December 31, 2018 , respectively. |
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 2019, 2018, and 2017 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.. We recorded an allowance for doubtful accounts of $60,000 and $30,000 for the years ended December 31, 2019 and December 31, 2018. Customer concentrations as a percentage of revenue, net were as follows: Year Ended December 31, 2019 2018 2017 Customer A 13 % 17 % 18 % Customer B * * 10 % Customer C 16 % * * * less than 10% Customer concentrations as a percentage of gross accounts receivable were as follows: Year Ended December 31, 2019 2018 2017 Customer A * * 31 % Customer B 45 % 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, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Schedule of Adoption of New 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, 2019 As Balances without Effect of Reported ASC 606 Change Accounts receivable, net $ 40,492 $ 36,852 $ (3,640) Price adjustments and other revenue reserves $ 3,640 $ — $ 3,640 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 | 2019 2018 (in thousands) Products transferred at a point in time $ 99,799 $ 72,323 Products and services transferred over time 18,367 11,167 $ 118,166 $ 83,490 |
Schedule of Contract Assets and Contract Liabilities | Year ended December 31, 2019 2018 Change (in thousands) Contract assets: Accounts receivable, unbilled $ 1,353 $ 751 $ 602 Contract liabilities: Deferred revenue $ 415 $ 1,848 $ (1,433) |
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, 2019 2018 2017 Customer A 13 % 17 % 18 % Customer B * * 10 % Customer C 16 % * * * less than 10% Customer concentrations as a percentage of gross accounts receivable were as follows: Year Ended December 31, 2019 2018 2017 Customer A * * 31 % Customer B 45 % 13 % * * less than 10% |
Accounting Standards Update 2016-02 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Schedule of Adoption of New Standard and Impact of Adoption on Select Condensed Consolidated Balance Sheet | The effect of the changes made to our consolidated January 1, 2019 balance sheet for the adoption of the new lease standard was as follows (in thousands): Balance as of Adjustments Balance as of December 31, Due to January 1, 2018 ASC 842 2019 Operating lease right-of-use assets $ — $ 4,877 $ 4,877 Total assets $ 137,188 $ 4,877 $ 142,065 Operating lease liabilities, current $ — $ 1,116 $ 1,116 Operating lease liabilities, non-current $ — $ 5,917 $ 5,917 Deferred rent $ 2,404 (2,404) — Total liabilities $ 74,446 $ 4,629 $ 79,075 Accumulated deficit $ (121,284) $ 248 $ (121,036) Total stockholders' equity $ 62,742 $ 248 $ 62,990 Total liabilities and stockholders' equity $ 137,188 $ 4,877 $ 142,065 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net consisted of the following (in thousands): December 31, 2019 2018 Accounts receivable $ 39,199 $ 22,490 Accounts receivable, unbilled 1,353 751 Allowance for doubtful accounts (60) (30) Total accounts receivable, net $ 40,492 $ 23,211 |
Schedule of Inventories | Inventories consisted of the following (in thousands): December 31, 2019 2018 Raw materials $ 6,081 $ 1,427 Work-in-process 6,715 11,451 Finished goods 7,227 5,757 Total inventories $ 20,023 $ 18,635 |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): December 31, 2019 2018 Machinery and equipment $ 17,522 $ 15,537 Leasehold improvements 4,445 4,422 Computer software 4,142 3,760 Furniture and fixtures 733 372 Construction in progress 115 52 Property and equipment, at cost 26,957 24,143 Accumulated depreciation and amortization (18,844) (17,058) Property and equipment, net $ 8,113 $ 7,085 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2019 2018 Accrued sales commission payable $ 389 $ 387 Accrued manufacturing expenses 1,106 692 Deferred rent, current portion — 514 Liabilities to certain customers 4,144 366 Warranty reserve 513 505 Deferred revenue, current portion 415 1,848 Income tax payable 132 172 Interest payable 950 — Other accrued liabilities 1,719 688 Total accrued expenses and other current liabilities $ 9,368 $ 5,172 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 Assets: Money market funds $ 460 $ — $ — $ 460 U.S. government securities 300 — — 300 $ 760 $ — $ — $ 760 Liabilities: Earn-out liability $ — $ — $ 2,911 $ 2,911 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 |
Schedule of Reconciliation of Change Fair Value | Balance as of January 1, 2019 $ 10,450 Payments (7,219) Change in fair value (320) Change in foreign currency exchange rate — Balance as of December 31, 2019 $ 2,911 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 |
Purchased Intangible Assets a_2
Purchased Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets, net are as follows (in thousands): December 31, 2019 Estimated Useful Gross Carrying Accumulated Net Carrying Developed technology 4 - 10 $ 16,032 $ 6,905 $ 9,127 Customer relationships 7 - 12 28,411 9,608 18,803 Customer backlog 1 2,779 2,779 — Contract backlog 0.5 210 210 — Non-compete agreement 2 - 5 662 588 74 Trademarks 8 - 12 1,290 186 1,104 Total intangible assets subject to amortization $ 49,384 $ 20,276 $ 29,108 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 |
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, 2019 is as follows (in thousands): Year Ended December 31, 2020 $ 7,036 2021 6,962 2022 6,070 2023 3,736 2024 3,463 Thereafter 1,841 Total $ 29,108 |
Borrowings (Tables)
Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Summary of equity and liability components | The following table summarizes information about the equity and liability components of the Notes (in thousands): December 31, 2019 Liability component: Principal amount $ 80,500 Unamortized discount (21,529) Unamortized issuance costs (2,382) Total convertible senior notes $ 56,589 Equity component , net of issuance costs $ 21,662 |
Schedule of Outstanding Borrowings | Outstanding borrowings consisted of the following (in thousands): December 31, 2019 2018 Term loan, current $ — $ 141 Term loan, non-current — 29,418 Convertible notes 56,589 — Total $ 56,589 $ 29,559 |
Schedule of Future Repayments Of Outstanding Borrowing | Future repayments on the outstanding convertible notes are as follows: (in thousands) Year Ended December 31, 2020 $ — 2021 — 2022 — 2023 — 2024 80,500 $ 80,500 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 2017 United States $ 31,887 $ 23,188 $ 11,667 Rest of Americas 5,217 2,790 245 Europe 20,942 17,514 9,546 Asia Pacific 59,167 39,463 34,263 Rest of world 953 535 391 Total $ 118,166 $ 83,490 $ 56,112 |
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, 2019 2018 United States $ 3,248 $ 3,879 Asia Pacific 4,093 2,968 Europe 772 238 Total property and equipment, net $ 8,113 $ 7,085 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease Assets and Lease Liabilities | The following table reflects our lease assets and our lease liabilities at December 31, 2019 and January 1, 2019 (in thousands). December 31, January 1, 2019 2019 Assets: Operating lease right-of-use assets $ 4,300 $ 4,877 Liabilities: Operating lease liabilities, current $ 1,230 $ 1,116 Operating lease liabilities, non-current $ 4,726 $ 5,917 |
Schedule of Lease Costs | The components of lease costs were as follows (in thousands): Year Ended December 31, 2019 Operating lease cost $ 2,156 |
Schedule of Maturity of Operating Lease Liabilities | As of December 31, 2019, the maturity of operating lease liabilities was as follows (in thousands): (In thousands) 2020 $ 2,006 2021 1,693 2022 1,553 2023 1,016 2024 222 Thereafter 1,962 Total lease payments 8,452 Less: Interest (2,496) Present value of lease liabilities $ 5,956 |
Schedule of Lease Term and Discount Rate | Lease Term and Discount Rate: December 31, 2019 Weighted-average remaining lease term (in years) 7.0 Weighted-average discount rate 11.56 % |
Schedule of Supplemental Cash Flow Information | Supplemental 2019 cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2019 Operating cash outflows from operating leases $ 2,156 Right-of-use assets obtained in exchange for new operating lease liabilities $ — |
Common Stock, Common Stock Wa_2
Common Stock, Common Stock Warrants and Stock Option Plan (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Stock Reserved for Future Issuance | As of December 31, 2019 and 2018, we had reserved shares of common stock for future issuances as follows: December 31, 2019 2018 Warrants to purchase common stock 1,165,282 1,239,423 Options outstanding 1,929,391 1,865,415 Restricted stock units outstanding 1,451,507 1,154,980 Shares available for future grants 288,813 96,515 Shares available for ESPP 373,428 362,938 Shares reserved for issuance upon conversion of the Notes 8,885,204 0 Total 14,093,625 4,719,271 |
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, 2019 Total amount of securities issuable under the outstanding warrants Exercise Price Issuance Date Expiration Date $ 2.38 2014-2015 2022-2024 $ 8.62 $ 6.93 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 $ 8.62 $ 8.33 |
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, 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 Granted 189,856 6.16 Exercised (112,647) 3.36 Canceled (13,233) 6.53 Outstanding as of December 31, 2019 1,929,391 $ 4.84 6.9 $ 7,146 Options vested and expected to vest as of December 31, 2019 1,875,980 $ 4.80 6.9 $ 7,029 Options vested and exercisable as of December 31, 2019 1,248,054 $ 4.23 6.3 $ 5,408 |
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, 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 509,984 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 Granted 978,851 6.35 Released (512,703) 5.31 Forfeited/expired (169,621) 5.15 Outstanding as of December 31, 2019 1,451,507 $ 6.18 1.3 $ 12,314 |
Schedule of Additional Information Regarding Stock Options Outstanding and Vested | Additional information regarding stock options outstanding and vested as of December 31, 2019 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 4,417 6.8 $ 1.60 3,416 $ 1.60 $1.65 268,559 3.2 1.65 268,559 1.65 $3.30 - $3.48 212,307 5.9 3.40 208,584 3.40 $3.55 370,275 7.2 3.55 245,596 3.55 $3.60 - $4.58 155,365 7.4 3.76 109,460 3.66 $5.25 216,993 7.2 5.25 136,051 5.25 $5.30 - $5.87 205,018 9.1 5.76 42,531 5.56 $6.15 - $8.10 183,651 8.3 6.62 81,611 6.48 $8.45 239,413 8.3 8.45 89,777 8.45 $8.55 - $10.00 73,393 6.5 9.63 62,469 9.79 $1.60-$10.00 1,929,391 6.9 $ 4.84 1,248,054 $ 4.23 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Weighted Average Assumptions Used to Value Options | Year Ended December 31, 2019 2018 2017 Volatility 65 % 72 % 86 % Expected dividend yield — — — Risk-free rate 2.22 % 2.85 % 2.15 % 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, 2019 2018 2017 Cost of revenue $ 290 $ 190 $ 112 Research and development 2,119 1,203 1,172 Selling, general and administrative 3,288 1,815 2,218 Total $ 5,697 $ 3,208 $ 3,502 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 2017 United States $ (28,736) $ (23,170) $ (5,974) Foreign 2,064 1,651 387 Loss before provision for (benefit from) income taxes $ (26,672) $ (21,519) $ (5,587) |
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, 2019 2018 2017 Current: Federal $ 1 $ 1 $ — State 13 12 3 Foreign 513 92 98 Total current provision for (benefit from) income taxes 527 105 101 Deferred: Federal — — — State — — — Foreign (343) (184) — Total deferred provision for (benefit from) income taxes (343) (184) — Total $ 184 $ (79) $ 101 |
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, 2019 2018 2017 Federal tax at statutory rate $ (5,601) $ (4,519) $ (1,896) State taxes - current 14 13 — State taxes - deferred (947) (12,354) (877) Foreign rate differential 25 (199) (46) Nondeductible expenses 83 251 453 Research and development credit (685) (174) (174) Stock compensation 30 47 218 Change in federal rate — (2,191) 12,231 Transaction costs — 1,615 — Change in valuation allowance 7,265 17,432 (9,808) Total $ 184 $ (79) $ 101 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 32,868 $ 31,399 Accruals and reserves 1,799 1,528 Amortization of intangible assets — — Tax credit carryforwards 14,644 13,081 Depreciation — 280 Deferred revenue 27 123 Lease liability 862 — Other 3,275 1,093 Gross deferred tax assets 53,475 47,504 Valuation allowance (46,350) (43,957) Total deferred tax assets 7,125 3,547 Deferred tax liabilities: Fixed assets — Right-of-use assets (487) — Convertible notes (4,629) — Amortization of intangible assets (3,278) (5,282) Total deferred tax liabilities (8,479) (5,282) Net deferred tax liability $ (1,354) $ (1,735) |
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, 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 Tax positions related to the current year: Additions 1,751 Tax positions related to the prior year: Reductions (72) Balance as of December 31, 2019 $ 12,315 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Year Ended December 31, 2019 2018 2017 Stock options 1,929,391 1,865,415 1,560,453 Restricted stock units 1,451,507 1,154,980 509,894 Common stock warrants 1,165,282 1,239,423 389,423 Shares from the convertible senior notes 6,705,819 — — 11,251,999 4,259,818 2,459,770 |
Selected Unaudited Quarterly _2
Selected Unaudited Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2019 2019 2019 Revenue, net $ 27,870 $ 32,028 $ 30,155 $ 28,113 Gross profit $ 12,792 $ 16,247 $ 14,446 $ 13,220 Net loss $ (7,918) $ (7,568) $ (4,310) $ (7,060) Net loss per share - Basic and diluted $ (0.26) $ (0.25) $ (0.14) $ (0.24) 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 $ (6,883) $ (8,397) $ (5,058) $ (1,102) Net loss per share - Basic and diluted $ (0.23) $ (0.30) $ (0.24) $ (0.05) |
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 | Feb. 20, 2020 |
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% | ||
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, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Cash, cash equivalents and restricted cash | $ 21,722 | $ 9,088 | $ 30,078 | $ 19,719 | |
Accumulated deficit | $ 147,892 | $ 121,036 | $ 121,284 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) | Dec. 31, 2019 |
Accounting Standards Update 2018-13 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted | false |
Change in Accounting Principle, Accounting Standards Update, Early Adoption | false |
Accounting Standards Update 2017-04 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted | false |
Change in Accounting Principle, Accounting Standards Update, Early Adoption | false |
Accounting Standards Update 2016-13 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted | false |
Change in Accounting Principle, Accounting Standards Update, Early Adoption | false |
Accounting Standards Update 2014-09 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2018 |
Change in Accounting Principle, Accounting Standards Update, Early Adoption | false |
Change in Accounting Principle, Accounting Standards Update, Transition Option Elected | Modified Retrospective |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies - Adoption of ASC 842 - Practical Expedients (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Lessee Disclosure [Abstract] | |
Lease, Practical Expedients, Package | true |
Lease, Practical Expedient, Use of Hindsight | true |
Organization and Summary of S_8
Organization and Summary of Significant Accounting Policies - Adoption of ASC 842 - General information (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Assets and Liabilities, Lessee [Abstract] | ||||
Operating lease right-of-use asset | $ 4,300 | $ 4,877 | $ 4,877 | |
Operating lease liabilities | $ 5,956 | $ 7,000 | ||
Deferred rent | $ 2,404 |
Organization and Summary of S_9
Organization and Summary of Significant Accounting Policies - Adoption of ASC 842 - Tabular Disclosure (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Operating lease right-of-use asset | $ 4,300 | $ 4,877 | $ 4,877 | |||
Total assets | 167,202 | 142,065 | $ 137,188 | |||
Operating lease liabilities, current | 1,230 | 1,116 | 1,116 | |||
Operating lease liabilities, non-current | 4,726 | 5,917 | $ 5,917 | |||
Deferred rent | 2,404 | |||||
Total liabilities | 108,426 | 79,075 | 74,446 | |||
Accumulated deficit | (147,892) | (121,036) | (121,284) | |||
Total stockholders' equity | 58,776 | 62,990 | 62,742 | $ 32,950 | $ 16,365 | |
Total liabilities and stockholders' equity | $ 167,202 | 142,065 | $ 137,188 | |||
Accounting Standards Update 2016-02 [Member] | Restatement Adjustment [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Operating lease right-of-use asset | 4,877 | |||||
Total assets | 4,877 | |||||
Operating lease liabilities, current | 1,116 | |||||
Operating lease liabilities, non-current | 5,917 | |||||
Deferred rent | (2,404) | |||||
Total liabilities | 4,629 | |||||
Accumulated deficit | 248 | |||||
Total stockholders' equity | 248 | |||||
Total liabilities and stockholders' equity | $ 4,877 |
Organization and Summary of _10
Organization and Summary of Significant Accounting Policies - Revenue Recognition - Adoption of ASC 606 (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Accounts receivable, net | $ 40,492 | $ 23,211 |
Price adjustments and other revenue reserves | 3,640 | 4,819 |
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 | 36,852 | 18,392 |
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 | (3,640) | (4,819) |
Price adjustments and other revenue reserves | $ 3,640 | $ 4,819 |
Organization and Summary of _11
Organization and Summary of Significant Accounting Policies - Revenue Recognition - Practical Expedients (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue, Remaining Performance Obligation, Optional Exemption [Abstract] | |
Revenue, Remaining Performance Obligation, Optional Exemption, Performance Obligation | true |
Organization and Summary of _12
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, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue, net | $ 27,870 | $ 32,028 | $ 30,155 | $ 28,113 | $ 28,078 | $ 21,927 | $ 18,183 | $ 15,302 | $ 118,166 | $ 83,490 | $ 56,112 |
Transferred at Point in Time [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue, net | 99,799 | 72,323 | |||||||||
Transferred over Time [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue, net | $ 18,367 | $ 11,167 |
Organization and Summary of _13
Organization and Summary of Significant Accounting Policies - Revenue Recognition - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Contract with Customer, Asset, after Allowance for Credit Loss [Abstract] | ||
Accounts receivable, unbilled | $ 1,353 | $ 751 |
Contract assets, change | 602 | |
Contract with Customer, Liability [Abstract] | ||
Deferred revenue | 415 | $ 1,848 |
Contract liabilities, change | $ (1,433) |
Organization and Summary of _14
Organization and Summary of Significant Accounting Policies - Product Warranty (Details) - USD ($) $ in Thousands | Sep. 14, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Product Warranties Disclosures [Abstract] | |||||
Product warranty accrual, current | $ 513 | $ 505 | |||
Other long-term liabilities [Member] | |||||
Product Warranties Disclosures [Abstract] | |||||
Product warranty accrual, current | $ 267 | ||||
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 | |||
Non-volatile Memory Products [Member] | Other long-term liabilities [Member] | |||||
Product Warranties Disclosures [Abstract] | |||||
Product warranty accrual, current | 239 | ||||
Non-volatile Memory Products [Member] | Accrued Expenses And Other Liabilities Current [Member] | |||||
Product Warranties Disclosures [Abstract] | |||||
Product warranty accrual, current | 186 | 215 | |||
Products of Acquiree [Member] | |||||
Product Warranties Disclosures [Abstract] | |||||
Product warranty accrual recorded | $ 401 | 53 | |||
Product warranty accrual, current | $ 453 | $ 454 |
Organization and Summary of _15
Organization and Summary of Significant Accounting Policies - Foreign Currency Translation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net gains and losses from foreign currency translation of assets and liabilities | $ 444 | $ 160 | $ (65) |
Net gains and losses arising from transactions denominated in currencies other than the functional currency | $ (400) | $ 69,000,000 | $ (4,000,000) |
Organization and Summary of _16
Organization and Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash equivalents maturity period, maximum | 90 days |
Organization and Summary of _17
Organization and Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Machinery and Equipment [Member] | Minimum | |
Property Plant And Equipment [Line Items] | |
Property Plant And Equipment Useful Life | 2 years |
Machinery and Equipment [Member] | Maximum | |
Property Plant And Equipment [Line Items] | |
Property Plant And Equipment Useful Life | 10 years |
Furniture and Fixtures [Member] | Minimum | |
Property Plant And Equipment [Line Items] | |
Property Plant And Equipment Useful Life | 2 years |
Furniture and Fixtures [Member] | Maximum | |
Property Plant And Equipment [Line Items] | |
Property Plant And Equipment Useful Life | 3 years |
Organization and Summary of _18
Organization and Summary of Significant Accounting Policies - Long-Lived Assets (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Asset Impairment Charges [Abstract] | ||
Impairment of long-lived assets | $ 1.7 | $ 2.7 |
Organization and Summary of _19
Organization and Summary of Significant Accounting Policies - Schedule of Purchased Intangible Assets Estimated Useful Lives (Detail) | May 09, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
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 | 4 years | |
Developed Technology Rights [Member] | Maximum | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 10 years | 10 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 | 7 years | |
Customer Relationships [Member] | Maximum | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 12 years | 12 years | |
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 | 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 | 6 months |
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 | 2 years | |
Non-compete Agreements [Member] | Maximum | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 5 years | 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 | 8 years | |
Trademarks [Member] | Maximum | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 12 years | 12 years |
Organization and Summary of _20
Organization and Summary of Significant Accounting Policies - Goodwill (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($)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 _21
Organization and Summary of Significant Accounting Policies - Concentrations Risk - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Allowance for doubtful accounts | $ 60 | $ 30 | $ 0 |
Organization and Summary of _22
Organization and Summary of Significant Accounting Policies - Concentrations Risk - Revenue (Details) - Customer Concentration Risk [Member] - Revenue from Contract with Customer, Product and Service Benchmark [Member] | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage (as a percent) | 13.00% | 17.00% | 18.00% |
Customer B [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage (as a percent) | 10.00% | ||
Customer C [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage (as a percent) | 10.00% | 10.00% |
Organization and Summary of _23
Organization and Summary of Significant Accounting Policies - Concentrations Risk - Accounts Receivable (Details) - Customer Concentration Risk [Member] - Accounts Receivable [Member] | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage (as a percent) | 10.00% | 10.00% | 31.00% |
Customer B [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage (as a percent) | 45.00% | 13.00% | 10.00% |
Acquisitions - General Informat
Acquisitions - General Information (Details) | Sep. 14, 2018 | May 09, 2018 | Feb. 20, 2020 |
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% | ||
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% |
Acquisitions - Consideration Tr
Acquisitions - Consideration Transferred (Details) - USD ($) $ in Thousands | Sep. 14, 2018 | May 09, 2018 | Oct. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Combination, Consideration Transferred [Abstract] | |||||
Fair Value of earn-out liability | $ 2,900 | ||||
Payment of contingent liability | 7,219 | ||||
Echelon Corporation [Member] | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Cash consideration | $ 44,100 | ||||
S3 Asic Semiconductors Limited [Member] | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Aggregate consideration | $ 35,000 | ||||
Earn-out | $ 15,000 | ||||
Fair Value of earn-out liability | 2,900 | $ 10,500 | |||
Liability reduction | $ 300 | ||||
Payment of contingent liability | $ 7,200 |
Acquisitions - Fair Values of A
Acquisitions - Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 14, 2018 | May 09, 2018 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Goodwill | $ 38,640 | $ 38,640 | ||
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 |
Acquisitions - Intangible Asset
Acquisitions - Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 14, 2018 | May 09, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
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 | 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 |
Balance Sheet Components - Acco
Balance Sheet Components - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts Receivable, Net, Current [Abstract] | |||
Accounts receivable | $ 39,199 | $ 22,490 | |
Accounts receivable, unbilled | 1,353 | 751 | |
Allowance for doubtful accounts | (60) | (30) | $ 0 |
Total accounts receivable, net | $ 40,492 | $ 23,211 |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories - Tabular Disclosure (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory, Net [Abstract] | ||
Raw materials | $ 6,081 | $ 1,427 |
Work-in-process | 6,715 | 11,451 |
Finished goods | 7,227 | 5,757 |
Total inventories | $ 20,023 | $ 18,635 |
Balance Sheet Components - In_2
Balance Sheet Components - Inventories - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | ||
Realized benefit from sales of previously reserved products | $ 1.3 | $ 1.3 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment - Tabular Disclosure (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | $ 26,957 | $ 24,143 |
Accumulated depreciation and amortization | (18,844) | (17,058) |
Property and equipment, net | 8,113 | 7,085 |
Machinery and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 17,522 | 15,537 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 4,445 | 4,422 |
Software and Software Development Costs [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 4,142 | 3,760 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 733 | 372 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | $ 115 | $ 52 |
Balance Sheet Components - Pr_2
Balance Sheet Components - Property and Equipment - Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Tools, Dies and Molds [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Balance Sheet Components - Pr_3
Balance Sheet Components - Property and Equipment - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |||
Depreciation and amortization | $ 3,222 | $ 2,379 | $ 1,384 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued sales commission payable | $ 389 | $ 387 |
Accrued manufacturing expenses | 1,106 | 692 |
Deferred rent, current portion | 514 | |
Liabilities to certain customers | 4,144 | 366 |
Warranty reserve | 513 | 505 |
Deferred revenue, current portion | 415 | 1,848 |
Income tax payable | 132 | 172 |
Interest payable | 950 | |
Other accrued liabilities | 1,719 | 688 |
Total accrued expenses and other current liabilities | $ 9,368 | $ 5,172 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Assets, Fair Value Disclosure [Abstract] | ||
Debt securities, available-for-sale, type | us-gaap:USTreasuryAndGovernmentMember | us-gaap:USTreasuryAndGovernmentMember |
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract] | ||
Earn-out liability | $ 2,900 | |
Fair Value, Measurements, Recurring [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents, fair value disclosure | $ 10,450 | |
Debt securities, available-for-sale | 300 | 1,282 |
Assets, Fair Value Disclosure, Total | 760 | 1,740 |
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract] | ||
Earn-out liability | 2,911 | 10,500 |
Fair Value, Measurements, Recurring [Member] | Money Market Funds [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents, fair value disclosure | 460 | 458 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Debt securities, available-for-sale | 300 | 1,282 |
Assets, Fair Value Disclosure, Total | 760 | 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 | 460 | 458 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents, fair value disclosure | $ 10,450 | |
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract] | ||
Earn-out liability | $ 2,911 |
Fair Value Measurements - Earn-
Fair Value Measurements - Earn-out Liability - General Information (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Valuation Technique and Input, Description [Abstract] | ||
Earn-out liability | $ 2,900 | |
Fair Value, Measurements, Recurring [Member] | ||
Valuation Technique and Input, Description [Abstract] | ||
Earn-out liability | $ 2,911 | $ 10,500 |
Fair Value Measurements - Ear_2
Fair Value Measurements - Earn-out Liability - Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 10,450 | |
Acquisitions | $ (13,497) | |
Payments | 7,219 | |
Change in fair value | (320) | (2,569) |
Change in foreign currency exchange rate | (478) | |
Ending balance | $ 2,911 | $ 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_3
Purchased Intangible Assets and Goodwill - Acquisitions (Details) - USD ($) $ in Thousands | Sep. 14, 2018 | May 09, 2018 | Sep. 28, 2012 |
Certain Flash Memory Product Assets from Atmel Corporation [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired | $ 16,400 | ||
S3 Asic Semiconductors Limited [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired | $ 15,340 | ||
Echelon Corporation [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired | $ 17,690 |
Purchased Intangible Assets a_4
Purchased Intangible Assets and Goodwill - Estimated Useful Life (Details) | May 09, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
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 | 4 years | |
Developed Technology Rights [Member] | Maximum | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 10 years | 10 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 | 7 years | |
Customer Relationships [Member] | Maximum | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 12 years | 12 years | |
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 | 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 | 6 months |
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 | 2 years | |
Non-compete Agreements [Member] | Maximum | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 5 years | 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 | 8 years | |
Trademarks [Member] | Maximum | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 12 years | 12 years |
Purchased Intangible Assets a_5
Purchased Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 49,384 | $ 49,384 |
Accumulated amortization | 20,276 | 13,123 |
Net carrying amount | 29,108 | 36,261 |
Developed Technology Rights [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 16,032 | 16,032 |
Accumulated amortization | 6,905 | 3,593 |
Net carrying amount | 9,127 | 12,439 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 28,411 | 28,411 |
Accumulated amortization | 9,608 | 6,085 |
Net carrying amount | 18,803 | 22,326 |
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 | 2,779 |
Accumulated amortization | 2,779 | 2,779 |
Order or Production Backlog [Member] | S3 Asic Semiconductors Limited [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 210 | 210 |
Accumulated amortization | 210 | 210 |
Non-compete Agreements [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 662 | 662 |
Accumulated amortization | 588 | 398 |
Net carrying amount | 74 | 264 |
Trademarks [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 1,290 | 1,290 |
Accumulated amortization | 186 | 58 |
Net carrying amount | $ 1,104 | $ 1,232 |
Purchased Intangible Assets a_6
Purchased Intangible Assets and Goodwill - Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense, acquisition related intangible assets | $ 7,153 | $ 3,871 | $ 1,222 |
Purchased Intangible Assets a_7
Purchased Intangible Assets and Goodwill - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2020 | $ 7,036 | |
2021 | 6,962 | |
2022 | 6,070 | |
2023 | 3,736 | |
2024 | 3,463 | |
Thereafter | 1,841 | |
Net carrying amount | $ 29,108 | $ 36,261 |
Investment in Unconsolidated _2
Investment in Unconsolidated Affiliates (Details) - USD ($) $ in Millions | Jun. 15, 2017 | Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
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 | $ 0.9 | ||
Investments in notes receivable | $ 0.7 | $ 0.2 |
Borrowings - Western Alliance B
Borrowings - Western Alliance Bank Term Loan (Details) $ in Thousands | May 08, 2018USD ($) | Sep. 29, 2017 | Jul. 07, 2016USD ($)installment | May 31, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 80,500 | ||||||
Term loan borrowings repaid | 35,492 | $ 12,292 | $ 16,364 | ||||
Unamortized debt discount | 21,529 | ||||||
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 | ||||||
Cortland Capital Market Services LLC Term Loan [Member] | Secured Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 35,000 | ||||||
Borrowings mature date | May 8, 2022 | ||||||
Unamortized debt discount | $ 4,800 | $ 5,100 | |||||
Secured Debt [Member] | Western Alliance Bank Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal 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% | ||||||
London Interbank Offered Rate (LIBOR) [Member] | Cortland Capital Market Services LLC Term Loan [Member] | Secured Debt [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 - Tennenbaum Capital
Borrowings - Tennenbaum Capital Partners, LLC Term Loan (Details) $ / shares in Units, $ in Thousands | May 08, 2018USD ($)Y$ / sharesshares | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 80,500 | ||||
Warrants, fair value | $ 4,900 | ||||
Amortization of debt discount | 6,408 | $ 1,125 | $ 82 | ||
Unamortized debt discount | 21,529 | ||||
Repayment of borrowings | $ 35,492 | $ 12,292 | $ 16,364 | ||
Measurement Input, Exercise Price [Member] | |||||
Debt Instrument [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | $ / shares | 8.30 | ||||
Measurement Input, Share Price [Member] | |||||
Debt Instrument [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | $ / shares | 8.70 | ||||
Measurement Input, Price Volatility [Member] | |||||
Debt Instrument [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | 70 | ||||
Measurement Input, Expected Term [Member] | |||||
Debt Instrument [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | Y | 6 | ||||
Measurement Input, Risk Free Interest Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | 2.87 | ||||
Common Stock Warrants [Member] | |||||
Debt Instrument [Line Items] | |||||
Number of shares warrants may purchase (in shares) | shares | 1,165,282 | 1,239,423 | |||
Exercise price (in dollars per share) | $ / shares | $ 6.93 | $ 8.33 | |||
Common Stock Warrants, Cortland Capital Market Services LLC Warrant [Member] | |||||
Debt Instrument [Line Items] | |||||
Number of warrants (in shares) | shares | 1 | ||||
Number of shares warrants may purchase (in shares) | shares | 850,000 | 850,000 | 850,000 | ||
Number of shares each warrant may purchase (in shares) | shares | 850,000 | ||||
Exercise price (in dollars per share) | $ / shares | $ 8.62 | $ 8.62 | $ 8.62 | ||
Term of warrant | 6 years | ||||
Tennenbaum Capital Partners, LLC Term Loan [Member] | Secured Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Repayment of borrowings | $ 33,800 | ||||
Amortization of debt discount and issuance costs | $ 5,100 | $ 1,100 | |||
Liable to prepayment premium | 700 | ||||
Cortland Capital Market Services LLC Term Loan [Member] | Secured Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal 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 | ||||
Amortization of debt discount | 1,100 | ||||
Unamortized debt discount | $ 4,800 | $ 5,100 | |||
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 - Unamortized Discou
Borrowings - Unamortized Discount (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Debt Instrument, Unamortized Discount [Abstract] | |
Unamortized debt discount | $ 21,529 |
Borrowings - Convertible Senior
Borrowings - Convertible Senior Notes (Details) $ in Thousands | Sep. 23, 2019USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 80,500 | |||
Issuance costs | 2,382 | |||
Provision for (benefit from) income taxes | 184 | $ (79) | $ 101 | |
Convertible Notes Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 80,500 | |||
Interest rate (as percentage) | 4.25% | |||
Implied estimated effective rate | 12.30% | |||
Number of shares per $1,000 principal amount of Notes | shares | 83.3021 | |||
Equity component carrying amount | 22,600 | |||
Issuance cost, gross | $ 21,600 | |||
Scenario, One [Member] | Convertible Notes Payable [Member] | Minimum | ||||
Debt Instrument [Line Items] | ||||
Number of trading days | 20 days | |||
Percentage of conversion price | 130 | |||
Scenario, One [Member] | Convertible Notes Payable [Member] | Maximum | ||||
Debt Instrument [Line Items] | ||||
Total number of trading days | 30 days | |||
Scenario, Two [Member] | Convertible Notes Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Total number of trading days | 10 days | |||
Scenario, Two [Member] | Convertible Notes Payable [Member] | Minimum | ||||
Debt Instrument [Line Items] | ||||
Number of trading days | 5 days | |||
Scenario, Two [Member] | Convertible Notes Payable [Member] | Maximum | ||||
Debt Instrument [Line Items] | ||||
Percentage of conversion price | 98 |
Borrowings - Capped Calls (Deta
Borrowings - Capped Calls (Details) $ in Thousands | Sep. 18, 2019USD ($)$ / item | Dec. 31, 2019USD ($) |
Derivative [Line Items] | ||
Premium paid for the purchase of the capped calls | $ | $ 6,150 | |
Capped Call [Member] | ||
Derivative [Line Items] | ||
Cap price (in dollars per unit) | $ / item | 15.86 | |
Premium above the last reported sales price (as a percent) | 75.00% | |
Sales price (in dollars per unit) | $ / item | 9.06 | |
Premium paid for the purchase of the capped calls | $ | $ 6,200 |
Borrowings - Equity and Liabili
Borrowings - Equity and Liability Components (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 23, 2019 |
Debt Instrument [Line Items] | ||
Principal amount | $ 80,500 | |
Unamortized discount | (21,529) | |
Unamortized issuance costs | (2,382) | |
Total convertible senior notes | 56,589 | |
Equity component , net of issuance costs | $ 21,662 | |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 80,500 |
Borrowings - Outstanding Borrow
Borrowings - Outstanding Borrowings (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Long-term Debt, Unclassified [Abstract] | ||
Term loan, current | $ 141 | |
Term loan, non-current | 29,418 | |
Convertible notes | $ 56,589 | |
Total long-term portion of notes payable | $ 56,589 | $ 29,559 |
Borrowings - Future Repayments
Borrowings - Future Repayments on Outstanding Borrowings (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2024 | $ 80,500 |
Borrowing outstanding prior to accounting for debt discount | $ 80,500 |
Borrowings - Interest Expense (
Borrowings - Interest Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Interest Expense, Debt [Abstract] | |||
Interest expense (excluding unamortized discount) | $ 11 | $ 3.9 | $ 0.8 |
Segment Information - General I
Segment Information - General Information (Details) - segment | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
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, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue, net | $ 27,870 | $ 32,028 | $ 30,155 | $ 28,113 | $ 28,078 | $ 21,927 | $ 18,183 | $ 15,302 | $ 118,166 | $ 83,490 | $ 56,112 |
United States [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue, net | 31,887 | 23,188 | 11,667 | ||||||||
Rest of Americas [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue, net | 5,217 | 2,790 | 245 | ||||||||
Europe [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue, net | 20,942 | 17,514 | 9,546 | ||||||||
Asia Pacific [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue, net | 59,167 | 39,463 | 34,263 | ||||||||
Rest of World [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue, net | $ 953 | $ 535 | $ 391 |
Segment Information - Long-Live
Segment Information - Long-Lived Assets by Geographic Region - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | $ 8,113 | $ 7,085 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 3,248 | 3,879 |
Asia Pacific [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 4,093 | 2,968 |
Europe [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | $ 772 | $ 238 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases - Lease Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 31, 2019 | Jan. 01, 2019 |
Assets and Liabilities, Lessee [Abstract] | |||
Operating lease right-of-use asset | $ 4,300 | $ 4,877 | $ 4,877 |
Operating lease liabilities, current | 1,230 | 1,116 | 1,116 |
Operating lease liabilities, non-current | $ 4,726 | $ 5,917 | $ 5,917 |
Commitments and Contingencies_2
Commitments and Contingencies - Operating Leases - Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lease, Cost [Abstract] | |
Operating lease cost | $ 2,156 |
Commitments and Contingencies_3
Commitments and Contingencies - Operating Leases - Maturity of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Maturity of operating lease liabilities | |
2020 | $ 2,006 |
2021 | 1,693 |
2022 | 1,553 |
2023 | 1,016 |
2024 | 222 |
Thereafter | 1,962 |
Total lease payments | $ 8,452 |
Commitments and Contingencies_4
Commitments and Contingencies - Operating Leases - Present Value of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Operating Lease Liabilities, Gross Difference, Amount [Abstract] | ||
Total lease payments | $ 8,452 | |
Less: Interest | (2,496) | |
Present value of lease liabilities | $ 5,956 | $ 7,000 |
Commitments and Contingencies_5
Commitments and Contingencies - Operating Leases - Lease Term and Discount Rate (Details) | Dec. 31, 2019 |
Lessee Disclosure [Abstract] | |
Weighted-average remaining lease term (in years) | 7 years |
Weighted-average discount rate | 11.56% |
Commitments and Contingencies_6
Commitments and Contingencies - Operating Leases - Other Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lessee Disclosure [Abstract] | |
Operating cash outflows from operating leases | $ 2,156 |
Commitments and Contingencies_7
Commitments and Contingencies - Rent Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense under operating leases | $ 2.2 | ||
Rent expense under operating leases | $ 2 | $ 1 |
Commitments and Contingencies_8
Commitments and Contingencies - Purchase Commitments (Details) $ in Millions | Dec. 31, 2019USD ($) |
Purchase Commitments with Third-party Foundries [Member] | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |
Purchase commitments due within one year | $ 8.8 |
Common Stock, Common Stock Wa_3
Common Stock, Common Stock Warrants and Stock Option Plan - Common Stock (Details) | 12 Months Ended | |
Dec. 31, 2019Vote$ / sharesshares | Dec. 31, 2018Vote$ / 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 | Each holder of common stock is entitled to one vote per share. | Each holder of common stock is entitled to one vote per share. |
Common stock, votes per share (in votes) | Vote | 1 | 1 |
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 | |||
Sep. 30, 2019 | Jul. 31, 2018 | Jun. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from issuance of convertible senior notes, net of issuance costs | $ 76,992 | ||||
Common stock, capital shares reserved for future issuance (in shares) | 14,093,625 | 4,719,271 | |||
Convertible Notes Payable [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from issuance of convertible senior notes, net of issuance costs | $ 80,500 | ||||
Common stock, capital shares reserved for future issuance (in shares) | 8,885,204 | 8,885,204 | 0 | ||
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, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2015 |
Class of Stock [Line Items] | ||||
Common stock, capital shares reserved for future issuance (in shares) | 14,093,625 | 4,719,271 | ||
Convertible Notes Payable [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, capital shares reserved for future issuance (in shares) | 8,885,204 | 8,885,204 | 0 | |
Share-based Payment Arrangement, Option [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, capital shares reserved for future issuance (in shares) | 1,929,391 | 1,865,415 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, capital shares reserved for future issuance (in shares) | 1,451,507 | 1,154,980 | ||
Shares available for future grants (in shares) | 288,813 | 96,515 | ||
Employee Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, capital shares reserved for future issuance (in shares) | 373,428 | 362,938 | 150,000 | |
Common Stock Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Warrants to purchase common stock (in shares) | 1,165,282 | 1,239,423 |
Common Stock, Common Stock Wa_6
Common Stock, Common Stock Warrants and Stock Option Plan - Common Stock Warrants - Tabular Disclosure (Details) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 | May 08, 2018 |
Common Stock Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants to purchase common stock (in shares) | 1,165,282 | 1,239,423 | |
Exercise price of warrant | $ 6.93 | $ 8.33 | |
Common Stock Warrants One [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants to purchase common stock (in shares) | 74,141 | ||
Exercise price of warrant | $ 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 of warrant | $ 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 | 850,000 |
Exercise price of warrant | $ 8.62 | $ 8.62 | $ 8.62 |
Common Stock, Common Stock Wa_7
Common Stock, Common Stock Warrants and Stock Option Plan - Common Stock Warrants - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2018shares | |
Common Stock Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants expired (in shares) | 74,141 |
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, 2019 | Dec. 31, 2018 | 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) | 14,093,625 | 4,719,271 | ||||
Share-based Payment Arrangement, Option [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, capital shares reserved for future issuance (in shares) | 1,929,391 | 1,865,415 | ||||
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] | Share-based Payment Arrangement, Option [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
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, 2019 | 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) | 14,093,625 | 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 ($) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock, capital shares reserved for future issuance (in shares) | 14,093,625 | 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 | 373,428 | 362,938 |
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) | 283,931 | 125,567 | |
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) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shares | ||||
Outstanding, beginning of period (in shares) | 1,865,415 | 1,560,453 | 991,895 | |
Granted (in shares) | 189,856 | 479,375 | 835,480 | |
Exercised (in shares) | (112,647) | (112,965) | (230,123) | |
Cancelled (in shares) | (13,233) | (61,448) | (36,799) | |
Outstanding, end of period (in shares) | 1,929,391 | 1,865,415 | 1,560,453 | 991,895 |
Weighted Average Exercise Price | ||||
Outstanding, beginning of period (in dollars per share) | $ 4.63 | $ 3.63 | $ 2.68 | |
Granted (in dollars per share) | 6.16 | 7.25 | 4.30 | |
Exercised (in dollars per share) | 3.36 | 2.48 | 1.92 | |
Cancelled (in dollars per share) | 6.53 | 3.65 | 4.16 | |
Outstanding, end of period (in dollars per share) | $ 4.84 | $ 4.63 | $ 3.63 | $ 2.68 |
Additional information | ||||
Weighted Average Remaining Contractual Term (Years) | 6 years 10 months 24 days | 7 years 7 months 6 days | 7 years 7 months 6 days | 6 years 3 months 18 days |
Aggregate Intrinsic Value | $ 7,146 | $ 1,540 | $ 4,632 | $ 161 |
Options vested and exercisable, end of period (in shares) | 1,248,054 | |||
Options vested and exercisable, end of period (in dollars per share) | $ 4.23 | |||
Options vested and exercisable | 6 years 3 months 18 days | |||
Options vested and exercisable as of June 30, 2018 | $ 5,408 | |||
Vested and expected to vest | ||||
Options vested and expected to vest, end of period (in shares) | 1,875,980 | |||
Options vested and expected to vest, end of period (in dollars per share) | $ 4.80 | |||
Options vested and expected to vest | 6 years 10 months 24 days | |||
Options vested and expected to vest as of June 30, 2018 | $ 7,029 |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shares | ||||
Outstanding, beginning of period (in shares) | 1,154,980 | 509,984 | 490,954 | |
Granted (in shares) | 978,851 | 925,578 | 541,513 | |
Released (in shares) | (512,703) | (264,568) | (497,009) | |
Forfeited/expired (in shares) | (169,621) | (15,924) | (25,564) | |
Outstanding, end of period (in shares) | 1,451,507 | 1,154,980 | 509,984 | 490,954 |
Weighted Average Grant Date Fair Value | ||||
Outstanding, beginning of period (in dollars per share) | $ 5.50 | $ 2.84 | $ 5.80 | |
Granted (in dollars per share) | 6.35 | 6.55 | 2.88 | |
Released (in dollars per share) | 5.31 | 4.02 | 5.64 | |
Forfeited/expired (in dollars per share) | 5.15 | 8.34 | 5.98 | |
Outstanding, end of period (in dollars per share) | $ 6.18 | $ 5.50 | $ 2.84 | $ 5.80 |
Weighted Average Remaining Contractual Term (Years) | ||||
Weighted Average Remaining Contractual Term (Years) | 1 year 3 months 18 days | 1 year 4 months 24 days | 1 year 4 months 24 days | 6 months |
Aggregate Intrinsic Value | ||||
Outstanding, end of period | $ 12,314 | $ 5,082 | $ 3,288 | $ 908 |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares of RSUs released (in shares) | 512,703 | 264,568 | 134,541 |
Shares withheld (in shares) | 82,861 | 66,272 | 50,541 |
Employees' minimum tax obligation | $ 0.6 | $ 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) - $ / shares | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Weighted- Average Exercise Price per Share (in dollars per share) | $ 4.84 | $ 4.63 | $ 3.63 | $ 2.68 |
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) | 4,417 | |||
Weighted Average Remaining Contractual Life (Years) | 6 years 9 months 18 days | |||
Weighted- Average Exercise Price per Share (in dollars per share) | $ 1.60 | |||
Shares Subject to Stock Options (in shares) | 3,416 | |||
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) | 268,559 | |||
Weighted Average Remaining Contractual Life (Years) | 3 years 2 months 12 days | |||
Weighted- Average Exercise Price per Share (in dollars per share) | $ 1.65 | |||
Shares Subject to Stock Options (in shares) | 268,559 | |||
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) | 212,307 | |||
Weighted Average Remaining Contractual Life (Years) | 5 years 10 months 24 days | |||
Weighted- Average Exercise Price per Share (in dollars per share) | $ 3.40 | |||
Shares Subject to Stock Options (in shares) | 208,584 | |||
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) | 370,275 | |||
Weighted Average Remaining Contractual Life (Years) | 7 years 2 months 12 days | |||
Weighted- Average Exercise Price per Share (in dollars per share) | $ 3.55 | |||
Shares Subject to Stock Options (in shares) | 245,596 | |||
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) | 155,365 | |||
Weighted Average Remaining Contractual Life (Years) | 7 years 4 months 24 days | |||
Weighted- Average Exercise Price per Share (in dollars per share) | $ 3.76 | |||
Shares Subject to Stock Options (in shares) | 109,460 | |||
Weighted Average Exercise Price Per Share (in dollars per share) | $ 3.66 | |||
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) | 216,993 | |||
Weighted Average Remaining Contractual Life (Years) | 7 years 2 months 12 days | |||
Weighted- Average Exercise Price per Share (in dollars per share) | $ 5.25 | |||
Shares Subject to Stock Options (in shares) | 136,051 | |||
Weighted Average Exercise Price Per Share (in dollars per share) | $ 5.25 | |||
Exercise Price $5.30-$5.87 [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) | $ 5.87 | |||
Number of Stock Options Outstanding (in shares) | 205,018 | |||
Weighted Average Remaining Contractual Life (Years) | 9 years 1 month 6 days | |||
Weighted- Average Exercise Price per Share (in dollars per share) | $ 5.76 | |||
Shares Subject to Stock Options (in shares) | 42,531 | |||
Weighted Average Exercise Price Per Share (in dollars per share) | $ 5.56 | |||
Exercise Price $6.15-$8.10 [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Exercise Prices, Lower Limit (in dollars per share) | 6.15 | |||
Exercise Prices, Upper Limit (in dollars per share) | $ 8.10 | |||
Number of Stock Options Outstanding (in shares) | 183,651 | |||
Weighted Average Remaining Contractual Life (Years) | 8 years 3 months 18 days | |||
Weighted- Average Exercise Price per Share (in dollars per share) | $ 6.62 | |||
Shares Subject to Stock Options (in shares) | 81,611 | |||
Weighted Average Exercise Price Per Share (in dollars per share) | $ 6.48 | |||
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) | 239,413 | |||
Weighted Average Remaining Contractual Life (Years) | 8 years 3 months 18 days | |||
Weighted- Average Exercise Price per Share (in dollars per share) | $ 8.45 | |||
Shares Subject to Stock Options (in shares) | 89,777 | |||
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) | 73,393 | |||
Weighted Average Remaining Contractual Life (Years) | 6 years 6 months | |||
Weighted- Average Exercise Price per Share (in dollars per share) | $ 9.63 | |||
Shares Subject to Stock Options (in shares) | 62,469 | |||
Weighted Average Exercise Price Per Share (in dollars per share) | $ 9.79 | |||
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) | 1,929,391 | |||
Weighted Average Remaining Contractual Life (Years) | 6 years 10 months 24 days | |||
Weighted- Average Exercise Price per Share (in dollars per share) | $ 4.84 | |||
Shares Subject to Stock Options (in shares) | 1,248,054 | |||
Weighted Average Exercise Price Per Share (in dollars per share) | $ 4.23 |
Stock-based Compensation - Gene
Stock-based Compensation - General Information (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Employee's requisite service period | 4 years | ||
Share-based Payment Arrangement, Option [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
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) - Share-based Payment Arrangement, Option [Member] | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Volatility (as a percent) | 65.00% | 72.00% | 86.00% |
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Risk-free rate (as a percent) | 2.22% | 2.85% | 2.15% |
Expected term (in years) | 6 years | 6 years | 6 years |
Stock-based Compensation - Opti
Stock-based Compensation - Options Granted and Weighted Average Grant Date Fair Value of Options Granted (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
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) | $ 3.68 | $ 4.59 | $ 3.11 |
Stock-based Compensation - Perf
Stock-based Compensation - Performance-based RSUs (Details) - $ / shares | Mar. 25, 2019 | Apr. 01, 2018 | Apr. 01, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | Dec. 31, 2016 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Employee's requisite service period | 4 years | |||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Granted (in shares) | 978,851 | 925,578 | 541,513 | |||||
Fair value per share at the time of grant (in dollars per share) | $ 6.35 | $ 6.55 | $ 2.88 | |||||
Outstanding units, nonvested (in shares) | 1,451,507 | 1,154,980 | 509,984 | 490,954 | ||||
Performance Shares [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Granted (in shares) | 147,954 | 102,283 | 204,220 | |||||
Vesting period | 2 years | 2 years | 1 year | |||||
Employee's requisite service period | 1 year | 1 year | ||||||
Fair value per share at the time of grant (in dollars per share) | $ 4.05 | $ 4.92 | $ 0.81 | |||||
Outstanding units, nonvested (in shares) | 204,220 | |||||||
Expected term (in years) | 3 years | |||||||
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% | 20.00% | ||||||
Performance Shares [Member] | Share-based Payment Arrangement, Tranche Two [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Vesting percentage (as a percent) | 80.00% | 80.00% |
Stock-based Compensation - Shar
Stock-based Compensation - Share-based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | $ 5,697 | $ 3,208 | $ 3,502 |
Cost of Sales [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | 290 | 190 | 112 |
Research and Development Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | 2,119 | 1,203 | 1,172 |
Selling, General and Administrative Expenses [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | $ 3,288 | $ 1,815 | $ 2,218 |
Stock-based Compensation - Unre
Stock-based Compensation - Unrecognized Compensation Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Share-based Payment Arrangement, Option [Member] | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized [Abstract] | |
Unrecognized compensation cost, options | $ 2,200 |
Expected to be recognized over a weighted-average period | 2 years 1 month 6 days |
Restricted Stock Units (RSUs) [Member] | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized [Abstract] | |
Unrecognized compensation cost, options | $ 6,700 |
Expected to be recognized over a weighted-average period | 2 years 2 months 12 days |
Employee Stock [Member] | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized [Abstract] | |
Unrecognized compensation cost, options | $ 44 |
Expected to be recognized over a weighted-average period | 2 months 12 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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | |||
United States | $ (28,736) | $ (23,170) | $ (5,974) |
Foreign | 2,064 | 1,651 | 387 |
Loss before provision for (benefit from) income taxes | $ (26,672) | $ (21,519) | $ (5,587) |
Income Taxes - Provision for (B
Income Taxes - Provision for (Benefit from) Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
Federal | $ 1 | $ 1 | $ 0 |
State | 13 | 12 | 3 |
Foreign | 513 | 92 | 98 |
Total current provision for (benefit from) income taxes | 527 | 105 | 101 |
Deferred: | |||
Federal | 0 | 0 | 0 |
Foreign | (343) | (184) | 0 |
Total deferred provision for (benefit from) income taxes | (343) | (184) | 0 |
Total | $ 184 | $ (79) | $ 101 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Federal Income Tax to Effective Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Federal tax at statutory rate | $ (5,601) | $ (4,519) | $ (1,896) |
State taxes - current | 14 | 13 | |
State taxes - deferred | (947) | (12,354) | (877) |
Foreign rate differential | 25 | (199) | (46) |
Nondeductible expenses | 83 | 251 | 453 |
Research and development credit | (685) | (174) | (174) |
Stock compensation | 30 | 47 | 218 |
Change in federal rate | (2,191) | 12,231 | |
Transaction costs | 1,615 | ||
Change in valuation allowance | 7,265 | 17,432 | (9,808) |
Total | $ 184 | $ (79) | $ 101 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 32,868 | $ 31,399 |
Accruals and reserves | 1,799 | 1,528 |
Tax credit carryforwards | 14,644 | 13,081 |
Depreciation, deferred tax asset | 280 | |
Deferred revenue | 27 | 123 |
Lease liability | 862 | |
Other | 3,275 | 1,093 |
Gross deferred tax assets | 53,475 | 47,504 |
Valuation allowance | (46,350) | (43,957) |
Total deferred tax assets | 7,125 | 3,547 |
Deferred tax liabilities: | ||
Fixed assets | (85) | |
Right-of-use assets | (487) | |
Convertible notes | (4,629) | |
Amortization of intangible assets | (3,278) | (5,282) |
Total deferred tax liabilities | (8,479) | (5,282) |
Net deferred tax liability | $ (1,354) | $ (1,735) |
Income Taxes - Valuation Allowa
Income Taxes - Valuation Allowance (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Valuation Allowance [Abstract] | |||
Net change in total valuation allowance | $ 2.4 | $ 17.4 | $ (9.8) |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Loss Carryforwards (Details) $ in Millions | Dec. 31, 2019USD ($) |
Domestic Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
NOL carryforwards | $ 123 |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards [Line Items] | |
NOL carryforwards | $ 97.2 |
Income Taxes - Tax Credit Carry
Income Taxes - Tax Credit Carryforwards (Details) - Research Tax Credit Carryforward [Member] $ in Millions | Dec. 31, 2019USD ($) |
Domestic Tax Authority [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | $ 5.6 |
State and Local Jurisdiction [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | $ 23.3 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits - Tabular Disclosure (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 10,636 | $ 4,247 | $ 3,590 |
Addition based on tax positions related to the current year | 1,751 | 459 | 665 |
Echelon acquisition | 5,938 | ||
Reduction based on tax positions related to the prior year | (72) | (8) | (8) |
Ending balance | $ 12,315 | $ 10,636 | $ 4,247 |
Income Taxes - Unrecognized T_2
Income Taxes - Unrecognized Tax Benefits - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits that would impact the tax rate | $ 266 | $ 361 |
Income Taxes - Tax Cuts and Job
Income Taxes - Tax Cuts and Jobs Act (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | 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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,251,999 | 4,259,818 | 2,459,770 |
Share-based Payment Arrangement, Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,929,391 | 1,865,415 | 1,560,453 |
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 | 1,451,507 | 1,154,980 | 509,894 |
Convertible Debt Securities [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,705,819 | ||
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 | 1,165,282 | 1,239,423 | 389,423 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 20, 2020 | Sep. 14, 2018 | |
Related Party Transaction [Line Items] | |||||
Payments to related party | $ 0 | $ 0 | $ 200,000 | ||
Accounts payable to related party | 0 | $ 0 | |||
Revenue from related parties | 600,000 | ||||
Accounts receivable from related party | $ 7,000 | ||||
Percentage of issued capital acquired (as a percent) | 100.00% | ||||
Echelon Corporation [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage of issued capital acquired (as a percent) | 100.00% |
Selected Unaudited Quarterly _3
Selected Unaudited Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Revenue, net | $ 27,870 | $ 32,028 | $ 30,155 | $ 28,113 | $ 28,078 | $ 21,927 | $ 18,183 | $ 15,302 | $ 118,166 | $ 83,490 | $ 56,112 |
Gross profit | 12,792 | 16,247 | 14,446 | 13,220 | 11,534 | 9,583 | 7,764 | 7,180 | 56,705 | 36,061 | 27,475 |
Net loss | $ (7,918) | $ (7,568) | $ (4,310) | $ (7,060) | $ (6,883) | $ (8,397) | $ (5,058) | $ (1,102) | $ (26,856) | $ (21,440) | $ (5,688) |
Net loss per share - Basic and diluted (in dollars per share) | $ (0.26) | $ (0.25) | $ (0.14) | $ (0.24) | $ (0.23) | $ (0.30) | $ (0.24) | $ (0.05) | $ (0.90) | $ (0.85) | $ (0.31) |
Restructuring (Details)
Restructuring (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Closing of Lighting Business [Member] | |
Restructuring Charges [Abstract] | |
Restructuring expense | $ 1.7 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event [Member] $ / shares in Units, $ in Thousands | Feb. 20, 2020USD ($)$ / shares |
Subsequent Event [Line Items] | |
Merger consideration, right to receive cash per share | $ / shares | $ 12.55 |
Termination fee if merger agreement | $ 15,760 |
Termination fee if merger is not consummated | $ 15,760 |