Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 03, 2024 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-36305 | |
Entity Registrant Name | SEMLER SCIENTIFIC, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-1367393 | |
Entity Address, Address Line One | 2340-2348 Walsh Avenue, Suite 2344 | |
Entity Address, City or Town | Santa Clara | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95051 | |
City Area Code | 877 | |
Local Phone Number | 774-4211 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | SMLR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 7,065,835 | |
Entity Central Index Key | 0001554859 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Statements of Income
Condensed Statements of Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Condensed Statements of Income | ||
Revenues | $ 15,903 | $ 18,206 |
Operating expenses: | ||
Cost of revenues | 1,247 | 1,269 |
Engineering and product development | 1,138 | 1,630 |
Sales and marketing | 3,675 | 5,192 |
General and administrative | 2,867 | 3,859 |
Total operating expenses | 8,927 | 11,950 |
Income from operations | 6,976 | 6,256 |
Interest and dividend income | 819 | 484 |
Change in fair value of notes held for investment | (107) | |
Other income | 2 | |
Other income, net | 821 | 377 |
Pre-tax income | 7,797 | 6,633 |
Income tax provision | 1,724 | 1,664 |
Net income | $ 6,073 | $ 4,969 |
Net income per share, basic | $ 0.88 | $ 0.74 |
Weighted average number of shares used in computing basic net income per share | 6,892,742 | 6,701,199 |
Net income per share, diluted | $ 0.78 | $ 0.63 |
Weighted average number of shares used in computing diluted net income per share | 7,782,393 | 7,896,043 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets: | ||
Cash and cash equivalents | $ 62,754 | $ 57,200 |
Restricted cash | 132 | 132 |
Trade accounts receivable, net of allowance for credit losses of $239 and $287, respectively | 6,132 | 6,125 |
Inventory, net | 408 | 445 |
Prepaid expenses and other current assets | 2,479 | 2,042 |
Total current assets | 71,905 | 65,944 |
Assets for lease, net | 2,071 | 2,285 |
Property and equipment, net | 649 | 720 |
Long-term investments | 512 | 512 |
Notes held for investment (includes measured at fair value of $4,372) | 5,372 | 5,372 |
Other non-current assets | 249 | 270 |
Deferred tax assets | 3,098 | 2,962 |
Total assets | 83,856 | 78,065 |
Current liabilities: | ||
Accounts payable | 410 | 402 |
Accrued expenses | 4,305 | 4,502 |
Deferred revenue | 996 | 1,120 |
Other short-term liabilities | 192 | 176 |
Total current liabilities | 5,903 | 6,200 |
Long-term liabilities: | ||
Other long-term liabilities | 47 | 70 |
Total long-term liabilities | 47 | 70 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity: | ||
Common stock, $0.001 par value; 50,000,000 shares authorized; 7,134,193 and 7,099,441 shares issued, and 6,919,771 and 6,885,019 shares outstanding (treasury shares of 214,422 and 214,422), respectively | 7 | 7 |
Additional paid-in capital | 12,023 | 11,985 |
Retained earnings | 65,876 | 59,803 |
Total stockholders' equity | 77,906 | 71,795 |
Total liabilities and stockholders' equity | $ 83,856 | $ 78,065 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Condensed Balance Sheets | ||
Allowance for credit losses | $ 239 | $ 287 |
Notes, Fair value | $ 4,372 | $ 4,372 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 7,134,193 | 7,099,441 |
Common stock, shares outstanding | 6,919,771 | 6,885,019 |
Treasury stock, shares | 214,422 | 214,422 |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings | Total |
Balance at Dec. 31, 2022 | $ 7 | $ 16,449 | $ 39,220 | $ 55,676 | |
Balance (in shares) at Dec. 31, 2022 | 6,906,544 | ||||
Balance (in shares) at Dec. 31, 2022 | (214,422) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Employee stock grants | 695 | 695 | |||
Employee stock grants (in shares) | 18,048 | ||||
Taxes paid related to settlement of equity awards | (146) | (146) | |||
Taxes paid related to settlement of equity awards (in shares) | (3,949) | ||||
Stock-based compensation | 7 | 7 | |||
Net income | 4,969 | 4,969 | |||
Balance at Mar. 31, 2023 | $ 7 | 17,005 | 44,189 | 61,201 | |
Balance (in shares) at Mar. 31, 2023 | 6,920,643 | ||||
Balance (in shares) at Mar. 31, 2023 | (214,422) | ||||
Balance at Dec. 31, 2023 | $ 7 | 11,985 | 59,803 | $ 71,795 | |
Balance (in shares) at Dec. 31, 2023 | 7,099,441 | ||||
Balance (in shares) at Dec. 31, 2023 | (214,422) | (214,422) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Taxes paid related to settlement of equity awards | (45) | $ (45) | |||
Taxes paid related to settlement of equity awards (in shares) | (1,029) | ||||
Stock option exercises | 56 | $ 56 | |||
Stock option exercises (in shares) | 35,781 | 35,781 | |||
Stock-based compensation | 27 | $ 27 | |||
Net income | 6,073 | 6,073 | |||
Balance at Mar. 31, 2024 | $ 7 | $ 12,023 | $ 65,876 | $ 77,906 | |
Balance (in shares) at Mar. 31, 2024 | 7,134,193 | ||||
Balance (in shares) at Mar. 31, 2024 | (214,422) | (214,422) |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 6,073 | $ 4,969 |
Reconciliation of Net Income to Net Cash Provided by Operating Activities: | ||
Depreciation | 176 | 129 |
Deferred tax expense | (136) | (80) |
Loss on disposal of assets for lease | 189 | 78 |
Gain on short-term investments | (305) | |
Allowance for credit losses | (55) | 48 |
Change in fair value of notes held for investment | 107 | |
Stock-based compensation | 27 | 702 |
Changes in Operating Assets and Liabilities: | ||
Trade accounts receivable | 66 | (5,507) |
Inventory | 37 | (43) |
Prepaid expenses and other current assets | (455) | (1,301) |
Other non-current assets | 21 | 25 |
Accounts payable | 8 | (537) |
Accrued expenses | (196) | 2,458 |
Other current and non-current liabilities | (131) | 118 |
Net Cash Provided by Operating Activities | 5,624 | 861 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Additions to property and equipment | (4) | (95) |
Purchase of notes held for investment | (500) | |
Proceeds from maturities of short-term investments | 20,211 | |
Purchase of short-term investments | (37,496) | |
Purchase of assets for lease | (77) | (544) |
Net Cash Used in Investing Activities | (81) | (18,424) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Taxes paid related to net settlement of equity awards | (45) | (146) |
Proceeds from exercise of stock options | 56 | |
Net Cash Provided by (Used in) Financing Activities | 11 | (146) |
INCREASE (DECREASE) IN CASH | 5,554 | (17,709) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD | 57,332 | 23,014 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | $ 62,886 | $ 5,305 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
Basis of Presentation | |
Basis of Presentation | 1. Basis of Presentation Semler Scientific, Inc., a Delaware corporation (“Semler” or “the Company”), prepared the unaudited interim financial statements included in this report in accordance with United States generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 7, 2024 (the “Annual Report”). In the opinion of management, these financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. The results of operations for the interim periods shown in this report are not necessarily indicative of the results that may be expected for any future period, including the full year. |
Variable-Fee Revenue
Variable-Fee Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Variable-Fee Revenue | |
Variable-Fee Revenue | 2. Variable-Fee Revenue The Company recognizes variable-fee licenses (i.e., fee per test) and sales of hardware equipment and accessories in accordance with ASC 606, Revenue from Contracts with Customers Total sales of hardware and equipment accessories represent approximately $817 and $340 of revenues for the three months ended March 31, 2024 and 2023, respectively. See Note 13 to the naudited ondensed inancial tatements for more information. Upon shipment under variable-fee license contracts, assets for lease are sold to the customers, and the asset is recognized as cost of revenue . |
Accounts Receivable and Allowan
Accounts Receivable and Allowance for Credit Losses | 3 Months Ended |
Mar. 31, 2024 | |
Accounts Receivable and Allowance for Credit Losses | |
Accounts Receivable and Allowance for Credit Losses | 3. Accounts Receivable and Allowance for Credit Losses As of March 31, 2024, the allowance for credit losses was $239 . Net change due to credit losses during the three months ended March 31, 2024 was $48 . Allowance balance as of December 31, 2023, was $287 . |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2024 | |
Inventory | |
Inventory | 4. Inventory, which is made up of finished goods, is recorded at the lower of cost or net realizable value. Cost is determined on the first-in, first-out method. The Company periodically analyzes its inventory levels to identify inventory that has a cost basis in excess of its estimated realizable value and writes down such inventory as appropriate. The inventory balance was $408 and $445 as of March 31, 2024 and December 31, 2023, respectively. |
Assets for Lease, net
Assets for Lease, net | 3 Months Ended |
Mar. 31, 2024 | |
Assets for Lease, net | |
Assets for Lease, net | 5. Assets for Lease, net The Company provides financing of certain equipment through operating leases (see Note 13 to the Unaudited Condensed Financial Statements). Assets for lease consist of the following: March 31, December 31, 2024 2023 Assets for lease $ 3,185 $ 3,375 Less: accumulated depreciation (1,114) (1,090) Assets for lease, net $ 2,071 $ 2,285 |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment, net | |
Property and Equipment, net | 6. Property and Equipment, net Property and equipment, net consists of the following: March 31, December 31, 2024 2023 Property and equipment, gross $ 1,548 $ 1,544 Less: accumulated depreciation (899) (824) Property and equipment, net $ 649 $ 720 Depreciation expense amounted to $59 for the three months ended March 31, 2024 and 2023, respectively. |
Long-Term Investments
Long-Term Investments | 3 Months Ended |
Mar. 31, 2024 | |
Long-Term Investments | |
Long-Term Investments | 7. Long-Term Investments Long term investments consist of the following for the periods presented: March 31, December 31, 2024 2023 Investments in SYNAPS Dx $ 512 $ 512 Total long-term investments $ 512 $ 512 In September 2020, the Company acquired a promissory note from NeuroDiagnostics Inc., which is doing business as SYNAPS Dx, in the principal amount of $500, $100 of which was retained for expense reimbursement. Subsequently, in December 2020, the Company agreed to convert the promissory note, together with all accrued interest thereon, into shares of preferred stock of SYNAPS Dx as repayment in full of the promissory note. The value of the note exchanged for the shares of preferred stock of SYNAPS Dx held by the Company as of March 31, 2024 and December 31, 2023 was approximately $512. The investments in SYNAPS Dx were recorded in accordance with ASC 321, Investments – Equity Securities The Company qualitatively assessed the investment for impairment in accordance with ASC 321. As of March 31, 2024 and December 31, 2023, the Company determined that there was no impairment for the investment in SYNAPS Dx. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Measurements | |
Fair Value Measurements | 8. Fair Value Measurements Fair Value Hierarchy Level 1 Level 2 Level 3 Total As of March 31, 2024 U.S. Government money market fund accounts $ 45,453 $ — $ — $ 45,453 (Included in cash and cash equivalents) U.S. Treasury bill — 10,452 — 10,452 (Included in cash and cash equivalents) Investment in debt securities — — 4,372 4,372 (Included in notes held for investment) Total Assets $ 45,453 $ 10,452 $ 4,372 $ 60,277 Level 1 Level 2 Level 3 Total As of December 31, 2023 U.S. Government money market fund accounts $ 41,373 $ — $ — $ 41,373 (Included in cash and cash equivalents) U.S. Treasury bill — 10,494 — 10,494 (Included in short-term investments) Investment in debt securities — — 4,372 4,372 (Included in notes held for investment) Total Assets $ 41,373 $ 10,494 $ 4,372 $ 56,239 Fair value is defined as the exchange price that would be received for an asset or an exit price 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. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of the fair value hierarchy under Level 1 Level 2 Level 3 The financial instruments of the Company consist primarily of cash, U.S. government money market fund accounts, trade receivables, trade payables, U.S. treasury bill investments and debt securities. Because carrying values of cash, trade receivables and payables are equal to or approximate their fair value, the Company excluded them from the leveling requirements. U.S. government money market fund accounts are classified as Level 1 due to their short-term nature, their market interest rates and also based on the fact that they are publicly traded. A U.S. treasury bill was purchased on February 6, 2024, at a cost of $10,372 , and fair value accretes to maturity date at an interest rate of 5.25% . The U.S. treasury bill was classified as Level 2 as it was considered “off the run” because similar treasury bills were issued before the most recent issue and were outstanding as of March 31, 2024 and therefore not considered as liquid as other treasury bills with the same maturity date. The Company estimates the fair value of the investment in debt securities using Level 3 inputs. The Company also invested in non-convertible promissory notes and equity securities in a privately held company, which were recorded on cost basis. See Note 7 and 9 to the Unaudited Condensed Financial Statements for more information. The Company's privately held debt security is recorded at fair value on a recurring basis. The estimation of fair value for these investments requires the use of significant unobservable inputs, and as a result, the Company deems these assets as Level 3 within the fair value measurement framework. The Company valued the debt security using a bond plus call option model reflecting the cash flow from the debt securities and assuming a probability of an equity financing, a probability of a change of control, and a probability of payment at maturity or an insolvency event. The fair value of the Company’s privately held debt security was estimated at $4,372 as of March 31, 2024 and December 31, 2023. March 31, December 31, 2024 2023 Risk-free rate 3.94% - 5.26% 3.94% - 5.26% Cash flow discount rate 27.8% 27.8% Expert term in years 0.25- 2.92 0.25- 2.92 Expected volatility 120% 120% |
Notes Held for Investment
Notes Held for Investment | 3 Months Ended |
Mar. 31, 2024 | |
Notes Held for Investment | |
Notes Held for Investment | 9. Notes Held for Investment Notes receivable consist of the following for the periods presented: March 31, December 31, 2024 2023 Senior secured promissory notes $ 1,000 $ 1,000 Secured convertible promissory notes 4,372 4,372 Total notes held for investment $ 5,372 $ 5,372 In June 2022, the Company loaned Mellitus an aggregate of $1,000 through the purchase of two senior secured promissory notes that bear interest at a rate of 5% per annum, which mature in three years unless accelerated due to an event of default as provided in the notes. Repayment of notes is secured by a first priority interest in all of Mellitus’ assets. In December 2022, the Company entered into a senior convertible promissory note arrangement with Monarch, providing Monarch with up to $5,000 in available funding, of which $4,500, in principal was drawn as of March 31, 2024. The remaining $500 was drawn down in April 2024. The Monarch debt security accrues interest at 10% per annum, payable monthly, and the principal balance is due December 6, 2024. The note along with up to $100 of transaction expenses is due and payable on the occurrence of an event of default or change of control unless accelerated due to the conversion into preferred stock prior thereto at the option of the Company. The Company has the option to extend the maturity date for two consecutive one-year terms. The Monarch debt security can be converted into Monarch’s shares at the Company’s option upon (a) an equity financing at Monarch, (b) upon a change of control at Monarch, or (c) at the Company’s option at any time prior to the maturity date. If converted upon a change of control, the Company has the right to receive a cash payment equal to the balance of the Monarch debt security or the amount payable upon conversion into Monarch’s shares. The Monarch debt security is redeemable at any time at Monarch’s option or automatically upon an event of default (as defined in the note). The Company made an irrevocable election to account for the Mellitus and Monarch debt securities using the fair value option under ASC 825 – Financial Instruments The Company recognizes interest income on the Monarch debt securities, which is included in interest income in the Unaudited Condensed Statements of Income. For the three months ended March 31, 2024 and 2023, the Company recognized $125 and $82, respectively, of interest income from Monarch note. Accrued interest is included in prepaid and other current assets. The Company recognizes changes in fair value of the notes in the statements of income separately from the interest income. For the three months ended March 31, 2024, the Company recorded no change in fair value. |
Other Non-current assets
Other Non-current assets | 3 Months Ended |
Mar. 31, 2024 | |
Other Non-current assets | |
Other Non-current assets | 10. Other Non-current assets Other non-current assets consist of the following for the periods presented: March 31, December 31, 2024 2023 Other 249 270 Total other non-current assets $ 249 $ 270 Other includes right-of-use asset (“ROU”) of $129 , miscellaneous receivables of $100 and long-term deposits of $20 as of March 31, 2024. As of December 31, 2023, ROU asset of $150 , miscellaneous receivable of $100 and long term deposits balances of $20 , respectively. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Expenses | |
Accrued Expenses | 11 . Accrued expenses consist of the following: March 31, December 31, 2024 2023 Compensation $ 2,045 $ 2,008 Accrued Taxes 1,883 1,991 Miscellaneous Accruals 377 503 Total Accrued Expenses $ 4,305 $ 4,502 |
Concentration of Credit Risk
Concentration of Credit Risk | 3 Months Ended |
Mar. 31, 2024 | |
Concentration of Credit Risk | |
Concentration of Credit Risk | 12. Credit risk is the risk of loss from amounts owed by the financial counterparties. Credit risk can occur at multiple levels; as a result of broad economic conditions, challenges within specific sectors of the economy, or from issues affecting individual companies. Financial instruments that potentially subject the Company to credit risk consist of cash and accounts receivable. The cash and cash equivalents also include treasury bills with original maturities of three months or less. As of March 31, 2024 and December 31, 2023, the Company held deposits . These deposits are largely uninsured. The Company also invested in U.S. government money market funds and U.S. treasury bills in the amount of $45,453 and $10,452 , respectively, as of March 31, 202 4 . Management periodically monitors the creditworthiness of its customers and believes that it has adequately provided for exposure to potential credit loss. F or the three months ended March 31, 2024, three customers (including affiliates) accounted for 45.0% , 24.7% and 10.5% of the Company’s revenues. For the three months ended March 31, 2023, two customers (including affiliates) accounted for 40.9% and 33.5% of the Company’s revenues. As of March 31, 2024, three vendors accounted for 31.0%, 17.8% and 9.5% of the Company’s accounts payable. As of December 31, 2023, two vendors accounted for 24.0% and 10.1% of the Company’s accounts payable. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Leases | 13. Lessee Arrangements On July 31, 2020, the Company entered into a 61 -month lease agreement for office space to use, as necessary, for office administration, lab space and assembly and storage purposes, located in Santa Clara, California. The Company took possession of the leased office space in September 2020, and the lease is effective through September 30, 2025. As of March 31, 2024, the remaining lease term is 18 months with no options to renew. The Company recognized facilities lease expenses of $22 and $22 for the three months ended March 31, 2024 and 2023, respectively. The following table summarizes the future minimum rental payments required under operating leases that had initial or remaining non-cancelable lease terms greater than one year as of March 31, 2024: Total 2024 Remaining period 70 2025 71 Total undiscounted future minimum lease payments 141 Less: present value discount (3) Total lease liabilities 138 Lease expense in excess cash payment (9) Total ROU asset $ 129 As of March 31, 2024, the Company’s ROU asset was $129 , which was recorded on the Company’s balance sheet as other noncurrent assets, and the Company’s current and noncurrent lease liabilities were $91 and $47 , respectively, which were recorded on the Company’s balance sheet as other short-term liabilities and other long-term liabilities, respectively. The Company used a discount rate of 2.5% for calculating ROU and lease liability. Lessor Arrangements The Company enters into contracts with customers for the Company’s QuantaFlo product. The Company has determined these contracts meet the definition of a lease under Topic 842. The lease portfolio primarily consists of operating leases that are short-term in nature (monthly, quarterly or one year, all of which have renewal options). During the three months ended March 31, 2024 and 2023, the Company recognized approximately $7,079 and $9,304 , respectively, in lease revenues related to these arrangements, which is included in Revenues on the Unaudited Condensed Statements of Income. The Company made an accounting policy election to apply the practical expedient to not separate lease and eligible non-lease components . The lease component is the predominant component and consists of fees charged for use of the equipment over the period of the arrangement. The nature of the eligible non-lease component is primarily software support. The assets associated with these leasing arrangements are included in Assets for Lease on the Unaudited Condensed Balance Sheets as Assets (see Note 5). |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies | |
Commitments and Contingencies | 14. Indemnification Obligations The Company enters into agreements with customers, partners, lenders, consultants, lessors, contractors, sales representatives and parties to certain transactions in the ordinary course of the Company’s business. These agreements may require the Company to indemnify the other party against third party claims alleging that its product infringes a patent or copyright. Certain of these agreements require the Company to indemnify the other party against losses arising from: a breach of representations or covenants, claims relating to property damage, personal injury or acts or omissions of the Company, its employees, agents or representatives. The Company has also agreed to indemnify the directors and certain officers and employees in accordance with the by-laws of the Company. These indemnification provisions will vary based upon the nature and terms of the agreements. In many cases, these indemnification provisions do not contain limits on the Company’s liability, and the occurrence of contingent events that will trigger payment under these indemnities is difficult to predict. As a result, the Company cannot estimate its potential liability under these indemnities. The Company believes that the likelihood of conditions arising that would trigger these indemnities is remote and, historically, the Company has not made any significant payment under such indemnification provisions. Accordingly, the Company has not recorded any liabilities relating to these agreements. In certain cases, the Company has recourse against third parties with respect to the aforesaid indemnities, and the Company believes it maintains adequate levels of insurance coverage to protect the Company with respect to potential claims arising from such agreements. 401(K) Plan Effective January 1, 2022, the Company started to match 50% of employee’s 401(k) deferral up to a maximum of 6% of the employee’s eligible earnings. For the three months period ended March 31, 2024 and 2023, the Company matched $64 and $101, respectively. Other The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) provides for an employee retention payroll tax credit for certain employers, which is a refundable tax credit against certain employment taxes equal to 50% of the qualified wages an eligible employer pays to employees after March 12, 2020 and before December 31, 2021. For each employee, wages (including health plan costs) up to $10,000 can be counted to determine the amount of the 50% credit. The Company started claiming this credit on its July 2020 payroll until mid-April 2021 when it determined that it no longer qualified given the change in government restrictions on travel that had impacted its sales activities. The Company’s determination that it qualified to claim the employee retention payroll tax credit is subjective and subject to audit by the Internal Revenue Service (“IRS”). If the IRS were to disagree with the Company’s tax position, it could be required to pay the retention credit claimed, along with penalties. As of March 31, 2024, the Company has claimed $1.24 million in this retention credit. No credit was claimed for the three months ended March 31, 2024 and 2023. Litigation |
Stock Incentive Plan
Stock Incentive Plan | 3 Months Ended |
Mar. 31, 2024 | |
Stock Option Plan | |
Stock Option Plan | 15 . The Company’s stock-based compensation program is designed to attract and retain employees while also aligning employees’ interests with the interests of its stockholders. Stock options have been granted to employees under the stockholder-approved 2007 Key Person Stock Option Plan (“2007 Plan”) and stock options and restricted stock have been granted to employees under the stockholder-approved 2014 Stock Incentive Plan (“2014 Plan”). Stockholder approval of the 2014 Plan became effective in September 2014. The 2014 Plan originally provided that the aggregate number of shares of common stock that may be issued pursuant to awards granted under the 2014 Plan may not exceed 450,000 shares (the “Share Reserve”), however in October 2015, the stockholders approved a 1,500,000 increase to the Share Reserve. In addition, the Share Reserve automatically increases on January 1st of each year, for a period of not more than 10 years, beginning on January 1st of the year following the year in which the 2014 Plan became effective and ending on (and including) January 1, 2024, in an amount equal to 4% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year. The Company’s board of directors may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of common stock than would otherwise occur. On January 1, 2024, the Share Reserve increased by 275,401. The Share Reserve is currently 3,858,289 shares as of March 31, 2024. In light of stockholder approval of the 2014 Plan, the Company no longer grants equity awards under the 2007 Plan. As of March 31, 2024, there were no shares available for future stock-based compensation grants under the 2007 Plan and 2,089,605 shares of an aggregate total of 3,858,289 shares were available for future stock-based compensation grants under the 2014 Plan. Treasury Stock Acquired- Related Party Transaction Stock Awards No stock was granted during the three months period ended March 31, 2024. The Company granted fully vested stock awards of 18,048 shares of common stock to the non-employee members of the board of directors, employees and one non-employee as compensation during the three months ended March 31, 2023. Net shares issued after deducting taxes paid on these grants were Stock Options Aggregate intrinsic value represents the difference between the closing market value as of March 31, 2024 of the underlying common stock and the exercise price of outstanding, in-the-money options. A summary of the Company’s stock option activity and related information for the three months ended March 31, 2024 is as follows: Options Outstanding Weighted Average Number of Weighted Remaining Aggregate Stock Options Average Contractual Intrinsic Value Outstanding Exercise Price Term (In Years) (In Thousands) Balance, December 31, 2023 1,021,785 $ 3.84 3.76 $ 41,333 Options exercised (35,781) 2.45 — — Balance, March 31, 2024 986,004 $ 3.89 3.13 $ 24,973 Exercisable as of March 31, 2024 968,872 $ 3.49 1.92 $ 24,920 As of March 31, 2024, No options were granted during the three months period ended March 31, 2024 and 2023 . The following table represents the stock based compensation for the three months ended March 31, 2024 and 2023: Three months ended March 31, 2024 2023 Cost of Revenues $ 5 $ — Engineering and Product Development 3 45 Sales and Marketing 4 170 General and Administrative 15 487 Total $ 27 $ 702 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Taxes | |
Income Taxes | 16. Income Taxes The Company’s income tax provision for the three months ended March 31, 2024 and 2023 was $1,724 and $1,664, respectively. The income tax provision reflects its estimate of the effective tax rates expected to be applicable for the full year, adjusted for any discrete events that are recorded in the period in which they occurred. The estimates are re-evaluated each quarter based on the estimated tax expense for the full year. For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the statements of income. The effective tax rate for the three months ended March 31, 2024 was 22.11%, compared to 24.68% , in the same period of the prior year. The decrease in effective tax rate for the three months ended March 31, 2024 was primarily due to higher tax benefits associated with employee stock-based compensation. The effective tax rate for the three months ended March 31, 2024 differed from the U.S. federal statutory rate of 21% primarily due to state income taxes (net of federal benefit), tax benefits associated with employee share-based compensation plans, and federal research and development (“R&D”) credit benefit. The effective tax rate for the three months ended March 31, 2023 differed from the U.S. federal statutory rate of 21% primarily d ue to state income taxes (net of federal benefit), and federal and state R&D credit benefit. As of March 31, 2024, and December 31, 2023, the Company had $529 and $470, respectively, of unrecognized tax benefits, excluding interest and penalties. The Company recognized interest and penalty expenses related to uncertain tax positions of $101 and $87 as of March 31, 2024 and December 31, 2023, respectively. On August 16, 2022, the Creating Helpful Incentives to Produce Semiconductors for America Act of 2022 (“CHIPS and Science Act”), and Inflation Reduction Act (“IRA”) was signed into law in the United States. Among other things, CHIPS and Science Act provides incentives and tax credits for the global chip manufacturers who choose to set-up or expand existing operations in the United States. The IRA imposes a 15% corporate alternative minimum tax for tax years beginning after December 31, 2022, levies a 1% excise tax on net stock repurchases after December 31, 2022, and provides tax incentives to promote clean energy. This act is primarily applicable to large corporations with an annual revenue of $1 billion or over. Implementation of this act had no impact on the Company’s financial statements as of March 31, 2024. |
Net Income Per Share, Basic and
Net Income Per Share, Basic and Diluted | 3 Months Ended |
Mar. 31, 2024 | |
Net Income Per Share, Basic and Diluted | |
Net Income Per Share, Basic and Diluted | 17. Basic earnings per share (“EPS”) represent net income attributable to common stockholders divided by the weighted average number of common shares outstanding during the measurement period. Diluted EPS represents net income attributable to common stockholders divided by the weighted average number of common shares outstanding during the measurement period while also giving effect to all potentially dilutive common shares that were outstanding during the period using the treasury stock method. Basic and diluted EPS is calculated as follows: Three months ended March 31, 2024 2023 Shares Net Income EPS Shares Net Income EPS Basic 6,892,742 $ 6,073 $ 0.88 6,701,199 $ 4,969 $ 0.74 Common stock warrants — — 64,825 — Common stock options 889,651 — 1,130,019 — Diluted 7,782,393 $ 6,073 $ 0.78 7,896,043 $ 4,969 $ 0.63 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Basis of Presentation | |
Basis of Presentation | Semler Scientific, Inc., a Delaware corporation (“Semler” or “the Company”), prepared the unaudited interim financial statements included in this report in accordance with United States generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 7, 2024 (the “Annual Report”). In the opinion of management, these financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. The results of operations for the interim periods shown in this report are not necessarily indicative of the results that may be expected for any future period, including the full year. |
Assets for Lease, net (Tables)
Assets for Lease, net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Assets for Lease, net | |
Summary of assets for lease, net | March 31, December 31, 2024 2023 Assets for lease $ 3,185 $ 3,375 Less: accumulated depreciation (1,114) (1,090) Assets for lease, net $ 2,071 $ 2,285 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment, net | |
Schedule of property and equipment, net | March 31, December 31, 2024 2023 Property and equipment, gross $ 1,548 $ 1,544 Less: accumulated depreciation (899) (824) Property and equipment, net $ 649 $ 720 |
Long-Term Investments (Tables)
Long-Term Investments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Long-Term Investments | |
Schedule of carrying value of non-marketable equity investments | March 31, December 31, 2024 2023 Investments in SYNAPS Dx $ 512 $ 512 Total long-term investments $ 512 $ 512 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Measurements | |
Schedule of financial assets measured at fair value on a recurring basis | Fair Value Hierarchy Level 1 Level 2 Level 3 Total As of March 31, 2024 U.S. Government money market fund accounts $ 45,453 $ — $ — $ 45,453 (Included in cash and cash equivalents) U.S. Treasury bill — 10,452 — 10,452 (Included in cash and cash equivalents) Investment in debt securities — — 4,372 4,372 (Included in notes held for investment) Total Assets $ 45,453 $ 10,452 $ 4,372 $ 60,277 Level 1 Level 2 Level 3 Total As of December 31, 2023 U.S. Government money market fund accounts $ 41,373 $ — $ — $ 41,373 (Included in cash and cash equivalents) U.S. Treasury bill — 10,494 — 10,494 (Included in short-term investments) Investment in debt securities — — 4,372 4,372 (Included in notes held for investment) Total Assets $ 41,373 $ 10,494 $ 4,372 $ 56,239 |
Schedule of key inputs for the valuation model | March 31, December 31, 2024 2023 Risk-free rate 3.94% - 5.26% 3.94% - 5.26% Cash flow discount rate 27.8% 27.8% Expert term in years 0.25- 2.92 0.25- 2.92 Expected volatility 120% 120% |
Notes Held for Investment (Tabl
Notes Held for Investment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Held for Investment | |
Schedule of notes receivable | March 31, December 31, 2024 2023 Senior secured promissory notes $ 1,000 $ 1,000 Secured convertible promissory notes 4,372 4,372 Total notes held for investment $ 5,372 $ 5,372 |
Other Non-current assets (Table
Other Non-current assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Non-current assets | |
Schedule of other non-current assets | March 31, December 31, 2024 2023 Other 249 270 Total other non-current assets $ 249 $ 270 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Expenses | |
Schedule of accrued expenses | March 31, December 31, 2024 2023 Compensation $ 2,045 $ 2,008 Accrued Taxes 1,883 1,991 Miscellaneous Accruals 377 503 Total Accrued Expenses $ 4,305 $ 4,502 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Schedule of future minimum rental payments required under operating leases | Total 2024 Remaining period 70 2025 71 Total undiscounted future minimum lease payments 141 Less: present value discount (3) Total lease liabilities 138 Lease expense in excess cash payment (9) Total ROU asset $ 129 |
Stock Incentive Plan (Tables)
Stock Incentive Plan (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stock Option Plan | |
Schedule of stock option activity | Options Outstanding Weighted Average Number of Weighted Remaining Aggregate Stock Options Average Contractual Intrinsic Value Outstanding Exercise Price Term (In Years) (In Thousands) Balance, December 31, 2023 1,021,785 $ 3.84 3.76 $ 41,333 Options exercised (35,781) 2.45 — — Balance, March 31, 2024 986,004 $ 3.89 3.13 $ 24,973 Exercisable as of March 31, 2024 968,872 $ 3.49 1.92 $ 24,920 |
Schedule of stock-based compensation expense | Three months ended March 31, 2024 2023 Cost of Revenues $ 5 $ — Engineering and Product Development 3 45 Sales and Marketing 4 170 General and Administrative 15 487 Total $ 27 $ 702 |
Net Income Per Share, Basic a_2
Net Income Per Share, Basic and Diluted (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Net Income Per Share, Basic and Diluted | |
Schedule of basic and diluted net EPS | Three months ended March 31, 2024 2023 Shares Net Income EPS Shares Net Income EPS Basic 6,892,742 $ 6,073 $ 0.88 6,701,199 $ 4,969 $ 0.74 Common stock warrants — — 64,825 — Common stock options 889,651 — 1,130,019 — Diluted 7,782,393 $ 6,073 $ 0.78 7,896,043 $ 4,969 $ 0.63 |
Variable-Fee Revenue (Details)
Variable-Fee Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Variable-fee licenses | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 8,007 | $ 8,561 |
Hardware and equipment accessories | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 817 | $ 340 |
Accounts Receivable and Allow_2
Accounts Receivable and Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounts Receivable and Allowance for Credit Losses | ||
Allowance for credit losses | $ 239 | $ 287 |
Net change due to credit losses | $ (48) |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory | ||
Inventory balance | $ 408 | $ 445 |
Assets for Lease, net (Details)
Assets for Lease, net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets for Lease, net | ||
Assets for lease | $ 3,185 | $ 3,375 |
Less: accumulated depreciation | (1,114) | (1,090) |
Assets for lease, net | $ 2,071 | $ 2,285 |
Assets for Lease, net - Additio
Assets for Lease, net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Assets for Lease, net | ||
Depreciation expense | $ 77 | $ 70 |
Reduction to accumulated depreciation for returned and retired items | 53 | 197 |
Loss on disposal of assets for lease | $ (189) | $ (78) |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property and Equipment, net | ||
Property and equipment, gross | $ 1,548 | $ 1,544 |
Less: accumulated depreciation | (899) | (824) |
Property and equipment, net | $ 649 | $ 720 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property and Equipment, net | ||
Depreciation expense | $ 74 | $ 59 |
Long-Term Investments (Details)
Long-Term Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Equity Securities without Readily Determinable Fair Value [Line Items] | ||
Total long-term investments | $ 512 | $ 512 |
Investments in SYNAPS Dx | ||
Equity Securities without Readily Determinable Fair Value [Line Items] | ||
Total long-term investments | $ 512 | $ 512 |
Long-Term Investments - Additio
Long-Term Investments - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Sep. 30, 2020 | Mar. 31, 2024 | Dec. 31, 2023 | |
Equity Securities without Readily Determinable Fair Value [Line Items] | |||
Long-term investments | $ 512 | $ 512 | |
Investments in SYNAPS Dx | |||
Equity Securities without Readily Determinable Fair Value [Line Items] | |||
Promissory note acquired, principal | $ 500 | ||
Promissory note retained for expense reimbursement | $ 100 | ||
Long-term investments | 512 | 512 | |
Impairment | $ 0 | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Feb. 06, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
U.S. Government money market fund accounts | $ 45,453 | $ 41,373 | ||
Purchase cost | $ 37,496 | |||
U.S. Treasury bill | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase cost | $ 10,372 | |||
Interest rate | 5.25% | |||
Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
U.S. Government money market fund accounts | 45,453 | 41,373 | ||
U.S. Treasury bill | 10,452 | 10,494 | ||
Investment in debt securities | 4,372 | 4,372 | ||
Total Assets | 60,277 | 56,239 | ||
Recurring | Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
U.S. Government money market fund accounts | 45,453 | 41,373 | ||
Total Assets | 45,453 | 41,373 | ||
Recurring | Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
U.S. Treasury bill | 10,452 | 10,494 | ||
Total Assets | 10,452 | 10,494 | ||
Recurring | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment in debt securities | 4,372 | 4,372 | ||
Total Assets | $ 4,372 | $ 4,372 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value Measurements | ||
Percentage of probability of equity financing | 5% | |
Percentage of probability of change of control | 75% | |
Percentage of probability of payment at maturity or an insolvency event | 20% | |
Debt securities measured at fair value | $ 4,372 | $ 4,372 |
Fair Value Measurements - Valua
Fair Value Measurements - Valuation model (Details) | Mar. 31, 2024 Y | Dec. 31, 2023 Y |
Risk-free interest rate | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0394 | 0.0394 |
Risk-free interest rate | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0526 | 0.0526 |
Cash flow discount rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.278 | 0.278 |
Expected term (in years) | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.25 | 0.25 |
Expected term (in years) | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 2.92 | 2.92 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 1.20 | 1.20 |
Notes Held for Investment (Deta
Notes Held for Investment (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 USD ($) item | Jun. 30, 2022 USD ($) item | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Apr. 30, 2024 USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Total notes held for investment | $ 5,372 | $ 5,372 | |||
Interest income from promissory notes | 125 | 82 | |||
Changes in fair value | 0 | ||||
Long-term Investments. | 512 | 512 | |||
Senior secured promissory notes | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Total notes held for investment | 1,000 | 1,000 | |||
Interest rate (as a percent) | 5% | ||||
Number of notes receivable | item | 2 | ||||
Term (in years) | 3 years | ||||
Aggregate principal amount | $ 1,000 | ||||
Secured convertible promissory note | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Total notes held for investment | 4,372 | 4,372 | |||
Secured convertible promissory note | Monarch | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Aggregate principal amount | 4,500 | ||||
Maximum amount of available funding | $ 5,000 | ||||
Transaction fee | $ 100 | ||||
Remaining amount available to be drawn | $ 500 | ||||
Option to extend the maturity date | item | 2 | ||||
Period to extend the maturity date | 1 year | ||||
Fair value of the Debt Securities | $ 4,372 | $ 4,372 | |||
Interest rate | 10% |
Other Non-current assets (Detai
Other Non-current assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Other Non-current assets | ||
Other | $ 249 | |
Total other non-current assets | $ 249 | $ 270 |
Other Non-current assets - Addi
Other Non-current assets - Additional Information Details (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Other Non-current assets | ||
ROU asset | $ 129 | $ 150 |
Miscellaneous receivables | 100 | 100 |
Long-term deposits | $ 20 | $ 20 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued Expenses | ||
Compensation | $ 2,045 | $ 2,008 |
Accrued Taxes | 1,883 | 1,991 |
Miscellaneous Accruals | 377 | 503 |
Total Accrued Expenses | $ 4,305 | $ 4,502 |
Concentration of Credit Risk (D
Concentration of Credit Risk (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 USD ($) item customer | Mar. 31, 2023 customer | Dec. 31, 2023 USD ($) customer item | |
Concentration of Credit Risk | |||
Deposits | $ 6,981 | $ 5,465 | |
U.S. treasury bills | 10,452 | 10,494 | |
U.S. Government money market fund accounts | $ 45,453 | $ 41,373 | |
Customer concentration risk | Revenue | |||
Concentration of Credit Risk | |||
Number of customers | customer | 3 | 2 | |
Customer concentration risk | Revenue | Customer one | |||
Concentration of Credit Risk | |||
Concentration risk percentage | 45% | 40.90% | |
Customer concentration risk | Revenue | Customer two | |||
Concentration of Credit Risk | |||
Concentration risk percentage | 24.70% | 33.50% | |
Customer concentration risk | Revenue | Customer three | |||
Concentration of Credit Risk | |||
Concentration risk percentage | 10.50% | ||
Customer concentration risk | Accounts receivable | |||
Concentration of Credit Risk | |||
Number of customers | customer | 2 | 3 | |
Customer concentration risk | Accounts receivable | Customer one | |||
Concentration of Credit Risk | |||
Concentration risk percentage | 39.30% | 27.50% | |
Customer concentration risk | Accounts receivable | Customer two | |||
Concentration of Credit Risk | |||
Concentration risk percentage | 28.10% | 27.50% | |
Customer concentration risk | Accounts receivable | Customer three | |||
Concentration of Credit Risk | |||
Concentration risk percentage | 23.60% | ||
Vendor concentration risk | Accounts payable | |||
Concentration of Credit Risk | |||
Number of vendors | item | 3 | 2 | |
Vendor concentration risk | Accounts payable | Vendor one | |||
Concentration of Credit Risk | |||
Concentration risk percentage | 31% | 24% | |
Vendor concentration risk | Accounts payable | Vendor two | |||
Concentration of Credit Risk | |||
Concentration risk percentage | 17.80% | 10.10% | |
Vendor concentration risk | Accounts payable | Vendor three | |||
Concentration of Credit Risk | |||
Concentration risk percentage | 9.50% |
Leases - Future minimum rental
Leases - Future minimum rental payments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Future minimum rental payments required under operating leases | ||
2024 Remaining period | $ 70 | |
2025 | 71 | |
Total undiscounted future minimum lease payments | 141 | |
Less: present value discount | (3) | |
Total lease liabilities | 138 | |
Lease expense in excess cash payment | (9) | |
Total ROU asset | $ 129 | $ 150 |
Leases - Lessee Arrangements (D
Leases - Lessee Arrangements (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jul. 31, 2020 | |
Leases | ||||
Lease agreement term | 61 months | |||
Remaining lease term | 18 months | |||
Options to renew | false | |||
Lease expenses | $ 22 | $ 22 | ||
ROU asset | $ 129 | $ 150 | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other Assets, Noncurrent | |||
Current lease liabilities | $ 91 | |||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other Liabilities, Current | |||
Noncurrent lease liabilities | $ 47 | |||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent | |||
Discount rate | 2.50% |
Leases - Lessor Arrangements (D
Leases - Lessor Arrangements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases | ||
Lease revenue | $ 7,079 | $ 9,304 |
Lease, Practical Expedient, Lessor Single Lease Component [true false] | true |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Commitments And Contingencies [Line Items] | ||
Employer matching contribution | 50% | |
Company match amount | $ 64 | $ 101 |
Retention credit | 1,240 | |
Credit claimed | $ 0 | $ 0 |
Maximum | ||
Commitments And Contingencies [Line Items] | ||
Maximum contribution of percentage of employee's eligible earnings | 6% |
Stock Incentive Plan - Addition
Stock Incentive Plan - Additional information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Oct. 31, 2015 shares | Mar. 31, 2024 USD ($) shares | Mar. 31, 2023 USD ($) employee shares | Jan. 01, 2024 shares | Sep. 30, 2014 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ | $ 27 | $ 702 | |||
Number of stock option granted | 0 | 0 | |||
Stock awards granted | 0 | ||||
Aggregate of shares granted fully vested stock awards | 18,048 | ||||
Number of non-employees | employee | 1 | ||||
Fair value of stock awards on grant date | $ | $ 695 | ||||
Net shares issued after deducting taxes paid on granted shares | 14,099 | ||||
2014 Stock Incentive Plan | Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for future stock-based compensation grants | 2,089,605 | ||||
Maximum number of shares issued pursuant to awards granted under plan | 3,858,289 | 450,000 | |||
Maximum term of stock option grants | 10 years | ||||
Number of share reserve approved | 1,500,000 | ||||
Number of shares increase in share reserve | 275,401 | ||||
Percentage of shares reserve increased | 4% | ||||
Weighted average period of unvested stock awards | 3 years 1 month 17 days | ||||
Total number of unvested shares | 3,858,289 | ||||
Fair value of unvested stock options | $ | $ 320 | ||||
2007 Key Person Stock Option Plan | Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for future stock-based compensation grants | 0 |
Stock Incentive Plan - Treasury
Stock Incentive Plan - Treasury Stock Acquired (Details) - USD ($) $ in Thousands | 25 Months Ended | |
Mar. 31, 2024 | Mar. 14, 2022 | |
Stock Option Plan | ||
Shares authorized under Share Repurchase Program | $ 20,000 | |
Treasury stock acquired (in shares) | 148,500 | |
Cost of treasury stock acquired | $ 4,991 |
Stock Incentive Plan - Stock op
Stock Incentive Plan - Stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Number of Stock Options Outstanding | |||
Balance, Beginning | 1,021,785 | ||
Options exercised | (35,781) | ||
Options granted | 0 | 0 | |
Balance, Ending | 986,004 | 1,021,785 | |
Exercisable, Ending | 968,872 | ||
Weighted Average Exercise Price | |||
Balance, Beginning | $ 3.84 | ||
Options exercised | 2.45 | ||
Balance, Ending | 3.89 | $ 3.84 | |
Exercisable, Ending | $ 3.49 | ||
Weighted Average Remaining Contractual Term, Options Outstanding (in years) | 3 years 1 month 17 days | 3 years 9 months 3 days | |
Weighted Average Remaining Contractual Term, Options Exercisable (in years) | 1 year 11 months 1 day | ||
Aggregate Intrinsic Value, Options Outstanding | $ 24,973 | $ 41,333 | |
Aggregate Intrinsic Value, Options Exercisable | $ 24,920 |
Stock Incentive Plan - Stock-ba
Stock Incentive Plan - Stock-based compensation - Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 27 | $ 702 |
Cost of Revenues | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 5 | |
Engineering and Product Development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 3 | 45 |
Sales and Marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 4 | 170 |
General and Administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 15 | $ 487 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Income Taxes | |||
Income tax provision | $ 1,724 | $ 1,664 | |
Effective income tax rate | 22.11% | 24.68% | |
Federal statutory rate | 21% | 21% | |
Unrecognized tax benefits | $ 529 | $ 470 | |
Interest and penalty expenses related to uncertain tax positions | $ 101 | $ 87 |
Net Income Per Share, Basic a_3
Net Income Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net Income Per Share, Basic and Diluted | ||
Basic shares (in shares) | 6,892,742 | 6,701,199 |
Common stock warrants (in shares) | 64,825 | |
Common stock options (in shares) | 889,651 | 1,130,019 |
Diluted shares (in shares) | 7,782,393 | 7,896,043 |
Net Income - Basic EPS | $ 6,073 | $ 4,969 |
Net Income - Common stock warrants | 0 | 0 |
Net Income - Common stock options | 0 | 0 |
Net Income - Diluted EPS | $ 6,073 | $ 4,969 |
Basic EPS (in dollars per share) | $ 0.88 | $ 0.74 |
Diluted EPS (in dollars per share) | $ 0.78 | $ 0.63 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 6,073 | $ 4,969 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |