Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 30, 2016 | |
Document and Entity Information [Abstract] | ||
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | ECHELON CORP | |
Entity Central Index Key | 31,347 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 4,418,021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 5,288 | $ 7,691 | |
Restricted Investments, Current | 1,401 | 1,401 | |
Short-term investments | 16,993 | 16,978 | |
Accounts receivable, net | [1] | 4,219 | 4,030 |
Inventories | 3,327 | 2,893 | |
Deferred cost of goods sold | 1,086 | 1,122 | |
Other current assets | 1,071 | 1,109 | |
Total current assets | 33,385 | 35,224 | |
Property and equipment, net | 535 | 595 | |
Intangible assets, net | 1,126 | 1,183 | |
Other long-term assets | 1,055 | 1,044 | |
Total assets | 36,101 | 38,046 | |
CURRENT LIABILITIES: | |||
Accounts payable | 2,403 | 2,267 | |
Accrued liabilities | 1,475 | 2,885 | |
Deferred revenues | 3,270 | 3,359 | |
Total current liabilities | 7,148 | 8,511 | |
LONG-TERM LIABILITIES: | |||
Other long-term liabilities | 713 | 614 | |
Total long-term liabilities | 713 | 614 | |
STOCKHOLDERS' EQUITY: | |||
Common stock | 47 | 47 | |
Additional paid-in capital | 356,822 | 356,746 | |
Treasury stock | (28,130) | (28,130) | |
Accumulated other comprehensive income | (1,398) | (1,594) | |
Accumulated deficit | (299,355) | (298,402) | |
Total Echelon Corporation stockholders' equity | 27,986 | 28,667 | |
Noncontrolling interest in subsidiary | 254 | 254 | |
Total stockholders' equity | 28,240 | 28,921 | |
Total liabilities and stockholders' equity | $ 36,101 | $ 38,046 | |
[1] | Includes related party receivable of $866 and $827 as of March 31, 2016 and December 31, 2015, respectively |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Related Parties Account Receivable Current | $ 866 | $ 827 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Revenues: | |||
Revenues | [1] | $ 8,647 | $ 9,868 |
Cost of revenues: | |||
Cost of revenues | [2] | 3,837 | 4,244 |
Gross profit | 4,810 | 5,624 | |
Operating expenses: | |||
Product development | [3] | 2,240 | 2,612 |
Sales and marketing | [3] | 1,313 | 2,188 |
General and administrative | [3] | 1,999 | 2,821 |
Total operating expenses | 5,552 | 7,621 | |
Loss from operations | (742) | (1,997) | |
Interest and other income, net | (205) | 838 | |
Interest expense on lease financing obligations | 0 | (252) | |
Loss before provision for income taxes | (947) | (1,411) | |
Income tax expense | 6 | 13 | |
Net loss | $ (953) | $ (1,424) | |
Basic and diluted net loss attributable to Echelon Corporation Stockholders | $ (0.22) | $ (0.32) | |
Shares used in computing net loss per share: | |||
Basic | 4,417 | 4,395 | |
Diluted | 4,417 | 4,395 | |
[1] | Represents the portfolio of available for sale securities that is included in restricted investments and short-term investments in the Company’s condensed consolidated balance sheets | ||
[2] | Included in cash and cash equivalents in the Company’s condensed consolidated balance sheets | ||
[3] | See Note 5 for summary of amounts included representing stock-based compensation expense. |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue from related parties | $ 1,312 | $ 788 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Compehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Condensed Consolidated Statements of Comprehensive Loss [Abstract] | ||
Net loss | $ (953) | $ (1,424) |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustment | 184 | (1,125) |
Unrealized holding loss on available-for-sale securities | 12 | 8 |
Total other comprehensive income (loss) | 196 | (1,117) |
Comprehensive loss | $ (757) | $ (2,541) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES: | ||
Net loss | $ (953) | $ (1,424) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 144 | 601 |
Increase in allowance for doubtful accounts | 0 | 37 |
Increase in accrued investment income | (11) | (8) |
Stock-based compensation | 77 | 157 |
Adjustment to contingent consideration | (318) | (101) |
Change in operating assets and liabilities: | ||
Accounts receivable | (189) | (136) |
Inventories | (433) | 87 |
Deferred cost of goods sold | 40 | (22) |
Other current assets | 41 | (231) |
Accounts payable | 113 | (1,459) |
Accrued liabilities | (904) | 14 |
Deferred revenues | (131) | 141 |
Deferred rent | 109 | (9) |
Net cash used in operating activities | (2,415) | (2,353) |
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES: | ||
Purchases of available‑for‑sale short‑term investments | (3,992) | (3,991) |
Proceeds from maturities and sales of available‑for‑sale short‑term investments | 4,000 | 4,000 |
Change in other long‑term assets | 0 | 16 |
Capital expenditures | (5) | (113) |
Net cash provided by (used in) investing activities | 3 | (88) |
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES: | ||
Principal payments of lease financing obligations | 0 | (587) |
Repurchase of common stock from employees for payment of taxes on vesting of restricted stock units and upon exercise of stock options | (1) | (104) |
Net cash used in financing activities | (1) | (691) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 10 | (851) |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (2,403) | (3,983) |
CASH AND CASH EQUIVALENTS: | ||
Beginning of period | 7,691 | 13,340 |
End of period | 5,288 | 9,357 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest on lease financing obligations | 0 | 252 |
Cash paid for income taxes | $ 53 | $ 69 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies: Basis of Presentation The condensed consolidated financial statements include the accounts of Echelon Corporation, a Delaware corporation, its wholly-owned subsidiaries, and a subsidiary in which it has a controlling interest (collectively referred to as the “Company”). The Company reports non-controlling interests in consolidated entities as a component of equity separate from the Company’s equity. All material inter-company transactions between and among the Company and its consolidated subsidiaries and other consolidated entities have been eliminated in consolidation. While the financial information furnished is unaudited, the condensed consolidated financial statements included in this report reflect all adjustments (consisting only of normal recurring adjustments) which the Company considers necessary for the fair presentation of the results of operations for the interim periods covered, and of the financial condition of the Company at the date of the interim balance sheet. The results for interim periods are not necessarily indicative of the results for the entire year. The condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2015 included in its Annual Report on Form 10‑K. There have been no material changes to the Company’s significant accounting policies as compared to the significant accounting policies described in our Annual Report on Form 10‑K for the fiscal year ended December 31, 2015 . Risks and Uncertainties The Company’s operations and performance depend significantly on worldwide economic conditions and their impact on purchases of the Company’s products, as well as the ability of suppliers to provide the Company with products and services in a timely manner. The impact of any of the matters described below could have an adverse effect on the Company’s business, results of operations and financial condition. • The Company’s sales are currently concentrated with a relatively small group of customers, as approximately 39.6% of net revenues for the three months ended March 31, 2016 , were derived from two customers. Customers in any of the Company’s target market sectors may experience unexpected reductions in demand for their products and consequently reduce their purchases from us, resulting in either the loss of a significant customer or a notable decrease in the level of sales to a significant customer. In addition, if any of these customers are unable to obtain the necessary capital to operate their business, they may be unable to satisfy their payment obligations to the Company. • The Company utilizes third-party contract electronic manufacturers to manufacture, assemble, and test its products. If any of these third-parties were unable to obtain the necessary capital to operate their business, they may be unable to provide the Company with timely services or to make timely deliveries of products. • From time to time, the Company has experienced shortages or interruptions in supply for certain products or components used in the manufacture of the Company’s products that have been or will be discontinued. In order to ensure an adequate supply of these items, the Company has occasionally purchased quantities of these items that are in excess of the Company’s then current estimate of short-term requirements. If the long-term requirements do not materialize as originally expected, or if the Company develops alternative solutions that no longer employ these items and the Company is not able to dispose of these excess products or components, the Company could be subject to increased levels of excess and obsolete inventories. • Recently, in an effort to manage costs and inventory risks, the Company decreased the inventory levels of certain products. If there is an unexpected increase in demand for these items, the Company might not be able to supply its customers with products in a timely manner. Use of Estimates The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions, and estimates that affect amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Significant estimates and judgments are used for revenue recognition, performance-based equity compensation, inventory valuation, intangible asset valuation, contingent consideration valuation, allowance for warranty costs, and other loss contingencies. In order to determine the carrying values of assets and liabilities that are not readily apparent from other sources, the Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances. Actual results experienced by the Company may differ materially from management’s estimates. Recently Issued Accounting Standards On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In July 2015, the FASB deferred the effective date of ASU 2014-09 so that it will apply to annual reporting periods beginning after December 15, 2017 (including interim reporting periods within those periods). Early application is permitted to the original effective date of December 15, 2016, in which case ASU 2014-09 would apply to annual reporting periods beginning after December 15, 2016 (including interim reporting periods within those periods). The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. In July 2015, the FASB issued an update to ASC 330, Inventory: Simplifying the Measurement of Inventory . Under this update, subsequent measurement of inventory is based on the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and disposal. This update does not apply to inventory that is measured using last-in, first-out or the retail inventory method. This update should be applied prospectively and will be adopted by the Company in the first quarter of fiscal year 2017. Early adoption is permitted. The Company does not believe the adoption will have a significant impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires, among other things, the recognition of lease assets and lease liabilities on the balance sheet by lessees for certain leases classified as operating leases under previous GAAP. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018. ASU 2016-02 mandates a modified retrospective transition method with early adoption permitted. The Company is currently evaluating the effect that ASU 2016-02 will have on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718), which identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. This update is required to be adopted by the Company in the first quarter of fiscal year 2017. Early adoption is permitted. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and the related footnote disclosures. Revenue Recognition The Company’s revenues are derived from the sale and license of its products and to a lesser extent, from fees associated with training, technical support, and custom software design services offered to its customers. Product revenues consist of revenues from hardware sales and software licensing arrangements. Service revenues consist of product technical support (including in limited circumstances software post-contract support services) and training. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery to the customer’s carrier (and acceptance, as applicable) has occurred, the sales price is fixed or determinable, collectability is probable, and there are no post-delivery obligations. For non-distributor hardware sales, including sales to third party manufacturers, these criteria are generally met at the time of delivery to the customer’s carrier. However, for arrangements that contain contractual acceptance provisions, revenue recognition may be delayed until acceptance by the customer or the acceptance provisions lapse unless the Company can objectively demonstrate that the contractual acceptance criteria have been satisfied, which is generally accomplished by establishing a history of acceptance for the same or similar products. For sales made to the Company’s distributor partners, revenue recognition criteria are generally met at the time the distributor sells the products through to its end-use customer. Service revenue is recognized as the training services are performed, or ratably over the term of the support period. The Company accounts for the rights of return, price protection, rebates, and other sales incentives offered to distributors of its products as a reduction in revenue. With the exception of sales to distributors, the Company’s customers are generally not entitled to return products for a refund. For sales to distributors, due to contractual rights of return and other factors that impact its ability to make a reasonable estimate of future returns and other sales incentives, revenues are not recognized until the distributor has shipped its products to the end customer . Deferred Revenue and Deferred Cost of Goods Sold Deferred revenue consists of amounts billed or payments received in advance of revenue recognition. Deferred cost of goods sold related to deferred product revenues includes direct product costs and applied overhead. Deferred cost of goods sold related to deferred service revenues includes direct labor costs and applied overhead. Once all revenue recognition criteria have been met, the deferred revenues and associated cost of goods sold are recognized. Restricted Investments As of March 31, 2016 , restricted investments consist of balances maintained by the Company with an investment advisor in money market funds and permitted treasury bills. These balances represent collateral for a $1.0 million operating line of credit issued to the Company by its primary bank for credit card purchases, as well as one standby letter of credit for $113,000 . Because the Company’s agreement with the lender prevents the Company from withdrawing these funds, they are considered restricted. No amounts have ever been drawn against the standby letters of credit issued by the bank. Fair Value Measurements The Company measures at fair value its cash equivalents and available-for-sale investments using a valuation hierarchy based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's own assumptions. These two types of inputs have created the following fair value hierarchy: • Level 1 - Quoted prices for identical instruments in active markets; • Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and • Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. This hierarchy requires the Company to minimize the use of unobservable inputs and to use observable market data, if available, when estimating fair value. Other than cash and money market funds, the Company's only financial assets and liabilities required to be measured at fair value on a recurring basis at March 31, 2016 , are its fixed income available-for-sale securities and its liability related to contingent consideration due to Lumewave, Inc. ("Lumewave") shareholders. See Note 2 of these Notes to Condensed Consolidated Financial Statements for a summary of the input levels used in determining the fair value of these assets and liabilities as of March 31, 2016 . Long-Lived Assets We evaluate the recoverability of property, plant and equipment in accordance with ASC No. 360, Accounting for the Property, Plant, and Equipment ("ASC No. 360"). We perform periodic reviews to determine whether facts and circumstances exist that would indicate that the carrying amounts of property, plant and equipment might not be fully recoverable. If facts and circumstances indicate that the carrying amount of property, plant and equipment might not be fully recoverable, we compare projected undiscounted net cash flows associated with the related asset or group of assets over their estimated remaining useful lives against their respective carrying amounts. In the event that the projected undiscounted cash flows are not sufficient to recover the carrying value of the assets, the assets are written down to their estimated fair values based on the expected discounted future cash flows attributable to the assets. Evaluation of impairment of property, plant and equipment requires estimates in the forecast of future operating results that are used in the preparation of the expected future undiscounted cash flows. Actual future operating results and the remaining economic lives of our property, plant and equipment could differ from our estimates used in assessing the recoverability of these assets. These differences could result in impairment charges, which could have a material adverse impact on our results of operations. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | 2. Financial Instruments: The Company’s financial instruments consist of cash equivalents, restricted investments, short-term investments, accounts receivable, and accounts payable. The carrying value of the Company’s financial instruments approximates fair value. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of investments, which are classified as either cash equivalents, restricted investments, or short-term investments, and accounts receivable. With respect to its investments, the Company has an investment policy that limits the amount of credit exposure to any one financial institution and restricts placement of the Company’s investments to financial institutions independently evaluated as highly creditworthy. With respect to its accounts receivable, the Company performs ongoing credit evaluations of each of its customers’ financial condition. For a customer whose credit worthiness does not meet the Company’s minimum criteria, the Company may require partial or full payment prior to shipment. Alternatively, prior to shipment, customers may be required to provide the Company with an irrevocable letter of credit or arrange for some other form of coverage to mitigate the risk of uncollectibility, such as a bank guarantee. Additionally, the Company establishes an allowance for doubtful accounts and sales return allowances based upon factors surrounding the credit risk of specific customers, historical trends, and other available information. Items Measured at Fair Value on a Recurring Basis On a recurring basis, the Company measures certain of its financial assets, namely its cash equivalents and available-for-sale investments, and its liability related to contingent consideration due to Lumewave shareholders, at fair value. The fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis was determined using the following inputs at March 31, 2016 (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total (Level 1) (Level 2) (Level 3) Assets: Money market funds (1) $ 2,315 $ 2,315 $ — $ — U.S. government securities (2) 18,394 — 18,394 — Total $ 20,709 $ 2,315 $ 18,394 $ — Liabilities: Contingent consideration $ — $ — $ — $ — Total $ — $ — $ — $ — The fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis was determined using the following inputs at December 31, 2015 (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total (Level 1) (Level 2) (Level 3) Assets: Money market funds (1) $ 2,305 $ 2,305 $ — $ — U.S. government securities (2) 18,379 — 18,379 — Total $ 20,684 $ 2,305 $ 18,379 $ — Liabilities: Contingent consideration $ 318 $ — $ — $ 318 Total $ 318 $ — $ — $ 318 (1) Included in cash and cash equivalents in the Company’s condensed consolidated balance sheets (2) Represents the portfolio of available for sale securities that is included in restricted investments and short-term investments in the Company’s condensed consolidated balance sheets Cash equivalents consist of either investments with remaining maturities of three months or less at the date of purchase, or money market funds for which the carrying amount is a reasonable estimate of fair value. The Company’s available-for-sale securities consist of 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. However, the Company classifies all of its fixed income available-for-sale securities as having Level 2 inputs. The valuation techniques used to measure the fair value of the Company’s financial instruments having Level 2 inputs were derived from non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments, or pricing models, such as discounted cash flow techniques. The Company's procedures include controls to ensure that appropriate fair values are recorded by comparing prices obtained from a third party independent source. The contingent consideration payable to Lumewave's shareholders, which the Company recognized upon its purchase of Lumewave in August 2014 and is included in accrued liabilities in the Company's condensed consolidated balance sheets as of December 31, 2015 , is classified within Level 3 because significant assumptions including revenue levels and gross profit achievement for this obligation are not observable in the market. The table below includes a rollforward of the balance sheet amounts for financial instruments classified by the Company within Level 3 of the valuation hierarchy for the three months ended March 31, 2016 (in thousands): Contingent Consideration BALANCE AT DECEMBER 31, 2015 $ 318 Adjustment to contingent consideration (318 ) BALANCE AT MARCH 31, 2016 $ — During the quarter ended March 31, 2016, the contingent consideration decreased by approximately $318,000 . This reduction was due to the Company's determination that it was no longer probable that the minimum targets specified in the purchase agreement would be met due to sales force transitions and scheduling delays for some of our larger lighting projects. As of March 31, 2016 , the Company’s available-for-sale securities had contractual maturities from five to ten months and an average remaining term to maturity of three months. As of March 31, 2016 , the amortized cost basis, aggregate fair value, and gross unrealized holding gains and losses of the Company’s short-term investments by major security type were as follows (in thousands): Amortized Cost Aggregate Fair Value Unrealized Holding Gains Unrealized Holding Losses U.S. government securities $ 16,991 $ 16,993 $ 4 $ 2 The amortized cost basis, aggregate fair value and gross unrealized holding gains and losses for the Company’s available-for-sale short-term investments, by major security type, were as follows as of December 31, 2015 (in thousands): Amortized Cost Aggregate Fair Value Unrealized Holding Gains Unrealized Holding Losses U.S. government securities $ 16,989 $ 16,978 $ — $ 11 Market values were determined for each individual security in the investment portfolio. The Company reviews its investments on a regular basis to evaluate whether or not any have experienced an other-than-temporary decline in fair value. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 3. Earnings Per Share: The following is a reconciliation of the numerators and denominators of the basic and diluted net loss from continuing and discontinued operations per share computations for the three months ended March 31, 2016 and 2015 (in thousands, except per share amounts): Three Months Ended March 31, 2016 2015 Net loss (Numerator): Net loss, basic and diluted (953 ) (1,424 ) Shares (Denominator): Weighted average common shares outstanding 4,417 4,395 Shares used in basic computation 4,417 4,395 Common shares issuable upon exercise of stock options (treasury stock method) — — Shares used in diluted computation 4,417 4,395 Net loss per share: Basic and diluted net loss per share $ (0.22 ) $ (0.32 ) For the three months ended March 31, 2016 and 2015 , the diluted net loss per share calculation is equivalent to the basic net loss per share calculation as there were no potentially dilutive stock options due to the Company’s net loss position. The number of stock options, performance shares, and contingently issuable shares excluded from this calculation for the three months ended March 31, 2016 and 2015 was 375,025 and 301,645 , respectively. |
Acquisition
Acquisition | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Acquisitions On August 15, 2014, the Company purchased 100% of the outstanding shares of Lumewave. The acquisition was aimed at expanding the Company’s outdoor lighting business. The purchase price consisted of $1.8 million in cash paid at closing and $715,000 in common stock of the Company distributed at closing. Additionally, if certain gross profit targets for the Lumewave business are achieved during the period from August 16, 2014 through August 15, 2016, an additional $1.3 million in consideration will be payable to the selling shareholders of Lumewave. The fair value of this additional consideration was $925,000 as of September 30, 2014. The purchase price was subject to adjustment based on the final working capital balances. As a result of the final agreed-upon working capital balances, the selling shareholders agreed to repay $225,000 . Accordingly, the Company has recorded the $225,000 , which was received by the Company in 2014. The cash purchase price has been adjusted for this $225,000 working capital adjustment. The assets acquired and liabilities assumed have been reflected in the Company’s condensed consolidated balance sheet as of March 31, 2016 , and the results of operations of Lumewave are included in the condensed consolidated statement of operations since August 16, 2014. The following table summarizes the purchase price allocation based on estimated fair values of assets acquired and liabilities assumed at the acquisition date (amounts in thousands): Amount Cash and cash equivalents $ 630 Accounts receivable 107 Inventory 31 Other current assets 259 Property and equipment 23 Identifiable intangible assets 1,500 Goodwill 1,257 Accounts payable (352 ) Accrued liabilities (255 ) $ 3,200 Identifiable intangible assets include $800,000 in developed technology, $500,000 in customer relationships, and $200,000 for trade names. The identifiable intangible assets will be amortized over a period of 6.5 years. Transaction costs associated with the acquisition were not material. The method used to value the identified intangibles was an income method approach which incorporated a discount rate ranging from 21% to 22% . Pro forma information for this acquisition is not presented as the results of the acquired business are not material to the Company’s consolidated financial statements. The contingent consideration was measured at fair value based on management’s estimate of achieving the specified targets and discounted to its then present value of $925,000 . The contingent consideration is payable in a combination of cash and the Company’s common stock. Both the fair value of the cash and equity portions of the contingent consideration are recorded as a liability and will be remeasured each reporting period, with any change in their fair values recorded to earnings. The equity component of the contingent consideration will ultimately be settled by issuing additional equity upon final determination of the targets being achieved. The number of shares to be issued will be based on the average closing price of the Company's stock during the six days prior to the acquisition date. As of March 31, 2016 and December 31, 2015 , the fair value of the contingent consideration was $0 and $318,000 , respectively, and is recorded in Other accrued liabilities in the Company's Condensed Consolidated Balance Sheet. During the quarter ended March 31, 2016 , the Company determined that it was no longer probable that the targets specified in the purchase agreement would be met. Accordingly, the Company reduced the associated liability to $0 as of March 31, 2016 . This resulted in a $318,000 adjustment, which was recorded as a reduction to General and Administrative expenses in the Company's Condensed Consolidated Statements of Operations. |
Stockholders' Equity and Employ
Stockholders' Equity and Employee Stock Option Plans | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity and Employee Stock Option Plans [Abstract] | |
Stockholders' Equity and Employee Stock Option Plans | Stockholders’ Equity and Employee Stock Option Plans: Stock-based Compensation Expense The following table summarizes stock-based compensation expense for the three months ended March 31, 2016 and 2015 and its allocation within the condensed consolidated statements of operations (in thousands): Three Months Ended March 31, 2016 2015 Cost of revenues $ 42 $ (41 ) Product development 46 99 Sales and marketing (109 ) (83 ) General and administrative 98 182 Total $ 77 $ 157 The negative expense for the sales and marketing departments during the quarter ended March 31, 2016 and in the cost of revenues and sales and marketing departments during the quarter ended March 31, 2015 , is primarily due to the reversal of previously recognized expense resulting from the forfeiture of equity awards for certain employees whose employment terminated during the quarter. Stock Award Activity There were no options exercised during the three months ended March 31, 2016 and 2015 . The total fair value of RSUs vested and released during the three months ended March 31, 2016 and 2015 was approximately $4,000 and $244,000 , respectively. The fair value is calculated by multiplying the fair market value of the Company’s stock on the vesting date by the number of shares vested. |
Significant Customers
Significant Customers | 3 Months Ended |
Mar. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Significant Customers | Significant Customers: The Company markets its products and services throughout the world to original equipment manufacturers (OEMs) and systems integrators in the building, industrial, transportation, utility/home, and other automation markets. During the three months ended March 31, 2016 and 2015 , the Company had two customers that accounted for a significant portion of its revenues: Avnet Europe Comm VA (“Avnet”), the Company’s primary distributors of its IIoT products in Europe and Enel Distribuzione Spa ("Enel"), an Italian utility company. For the three months ended March 31, 2016 and 2015 , the percentage of the Company’s revenues attributable to sales made to these customers was as follows: Three Months Ended March 31, 2016 2015 Avnet 24.4 % 27.2 % Enel 15.2 % 8.0 % Total 39.6 % 35.2 % |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | Commitments and Contingencies: Legal Actions From time to time, in the ordinary course of business, the Company may be subject to certain legal proceedings, claims, investigations, and other proceedings, including claims of alleged infringement of third-party patents and other intellectual property rights, and commercial, employment, and other matters. In accordance with generally accepted accounting principles, the Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. While the Company believes it has adequately provided for such contingencies as of March 31, 2016 , the amounts of which were immaterial, it is possible that the Company’s results of operations, cash flows, and financial position could be harmed by the resolution of any such outstanding claims. Line of Credit The Company maintains an operating credit line of $1.0 million with its primary bank for company credit card purchases, as well as one standby letter of credit for $113,000 . These lines of credit are secured by a collateral of the first priority on $1.4 million of the Company's investments (presented as restricted investments in the Condensed Consolidated Balance Sheets). The restricted investments are classified as current assets due to the contractual duration of the underlying credit agreement. No amounts have ever been drawn against the standby letters of credit issued by the bank. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Accumulated other comprehensive income (loss) [Text Block] | Accumulated Other Comprehensive Income (Loss): Foreign currency translation adjustment (Amount in thousands) Unrealized gain (loss) on available-for-sale securities (Amount in thousands) Accumulated Other Comprehensive Income (Loss) (Amount in thousands) Beginning balance at December 31, 2015 $ (1,582 ) $ (12 ) $ (1,594 ) Change during January- March 2016 184 12 196 Balance at March 31, 2016 (1,398 ) — (1,398 ) None of the above amounts have been reclassified to the Condensed Consolidated Statement of Operations. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories: Inventories are stated at the lower of cost (first‑in, first‑out) or market and include material, labor and manufacturing overhead. When required, provisions are made to reduce excess and obsolete inventories to their estimated net realizable value. Inventories consist of the following (in thousands): March 31, December 31, Purchased materials $ 182 $ 164 Finished goods 3,145 2,729 $ 3,327 $ 2,893 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities: Accrued liabilities consist of the following (in thousands): March 31, December 31, Accrued payroll and related costs $ 978 $ 2,119 Warranty reserve 107 120 Contingent consideration — 318 Other accrued liabilities 390 328 $ 1,475 $ 2,885 |
Segment Disclosure
Segment Disclosure | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Disclosure | Segment Disclosure: ASC Topic 280, Segment Reporting, establishes standards for reporting information about operating segments, products and services, geographic areas of operations and major customers. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing business performance. The Company’s chief operating decision-making group is the Executive Staff, which is comprised of the Chief Executive Officer and his direct reports (CODM). The Company operates in one principal industry segment - the IIoT segment, which is its reportable segment. The Company operates in three main geographic areas: the Americas; Europe, Middle East and Africa (“EMEA”); and Asia Pacific / Japan (“APJ”). Each geographic area provides products and services to the Company’s customers located in the respective region. The Company’s long-lived and other assets include property and equipment, goodwill, purchased technology, and deposits on its leased facilities. Long-lived assets are attributed to geographic areas based on the country where the assets are located. As of March 31, 2016 and December 31, 2015 , long-lived assets of approximately $2.4 million and $2.6 million , respectively, were domiciled in the United States. Long-lived assets for all other locations are not material to the condensed consolidated financial statements. In North America, the Company sells its products primarily through a direct sales organization and select third-party electronics representatives. Outside North America, the Company sells its products through direct sales organizations, value-added resellers, and local distributors, primarily in EMEA and APJ. Revenues are attributed to geographic areas based on the country where the products are shipped to or the services are delivered. Summary revenue information by geography for the three months ended March 31, 2016 and 2015 is as follows (in thousands): Three Months Ended March 31, 2016 2015 Americas $ 2,555 $ 3,196 EMEA 4,672 4,412 APJ 1,420 2,260 Total $ 8,647 $ 9,868 For information regarding the Company’s major customers, please refer to Note 6, Significant Customers. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes: The provision for income taxes for the three months ended March 31, 2016 and 2015 were $6,000 and $13,000 , respectively. The difference between the statutory rate and the Company’s effective tax rate is primarily due to the impact of foreign taxes, changes in the valuation allowance on deferred tax assets, and changes in the accruals related to unrecognized tax benefits. As of March 31, 2016 and December 31, 2015 , the Company had gross unrecognized tax benefits of approximately $9.1 million and $9.1 million , respectively, of which $405,000 and $409,000 , respectively, if recognized, would impact the effective tax rate on income from continuing operations. The Company’s policy is to recognize interest and/or penalties related to unrecognized tax benefits in income tax expense. As of March 31, 2016 and December 31, 2015 , the Company had accrued $55,000 and $74,000 , respectively, for interest and penalties. The $19,000 reduction in interest and penalties on gross unrecognized tax benefits during the three months ended March 31, 2016 was primarily attributable to the expiration of the statute of limitations in certain foreign jurisdictions. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties: In June 2000, the Company entered into a stock purchase agreement with Enel pursuant to which Enel purchased 300,000 newly issued shares of its common stock for $130.7 million . The closing of this stock purchase occurred on September 11, 2000. At the closing, Enel had agreed that it would not, except under limited circumstances, sell or otherwise transfer any of those shares for a specified time period. That time period expired September 11, 2003. To the Company’s knowledge, Enel has disposed none of its 300,000 shares. Under the terms of the stock purchase agreement, Enel has the right to nominate one member of the Company’s board of directors. While a representative of Enel served on the board until March 14, 2012, no Enel representative is presently on the board. In October 2006, the Company entered into a new development and supply agreement with Enel. Under the development and supply agreement, Enel and its contract manufacturers purchase additional electronic components and finished goods from the Company. The development and supply agreement expired in March 2016. For the three months ended March 31, 2016 and 2015 , the Company recognized revenue from products and services sold to Enel and its designated manufacturers of approximately $1,312,000 and $788,000 , respectively. As of March 31, 2016 and December 31, 2015 , $866,000 and $827,000 , respectively, of the Company’s total accounts receivable balance related to amounts owed by Enel and its designated manufacturers. |
Joint Venture
Joint Venture | 3 Months Ended |
Mar. 31, 2016 | |
Less Than Wholly Owned Subsidiary [Abstract] | |
Joint Venture | Joint Venture: On March 23, 2012, the Company entered into an agreement with Holley Metering Limited (“Holley Metering”), a designer and manufacturer of energy meters in China, to create a joint venture, Zhejiang Echelon-Holley Technology Co., Ltd. (“Echelon-Holley”). The joint venture's intended focus was on the development and sales of smart energy products for China and rest-of-world markets. The Company has a 51.0% ownership interest in the joint venture and exercises controlling influence. Therefore, Echelon-Holley’s accounts are included in the Company’s Condensed Consolidated Financial Statements as of March 31, 2016 and 2015, and for the three months then ended. Holley Metering’s interests in Echelon-Holley’s net assets are reported in the non-controlling interest in subsidiary on the Condensed Consolidated Balance Sheet as of March 31, 2016 . Net loss attributable to the non-controlling interest in Echelon-Holley was $0 and $0 during three months ended March 31, 2016 and 2015, respectively. As of March 31, 2016 , Echelon and Holley Metering had contributed in cash a total of approximately $4.0 million in Share Capital, as defined, to Echelon-Holley in proportion to their respective ownership interests. In connection with the decision to sell the Grid business announced in the third quarter of 2014, the Company undertook a process to sell the remaining net assets of the joint venture and recorded the net assets and liabilities of the joint venture at the lower of their carrying amount or fair value less cost to sell, and classified them as held for sale on the accompanying balance sheet at December 31, 2014. The major classes of assets and liabilities that were classified as held for sale were inventory, deferred revenues and the related deferred costs of sales, and accrued liabilities. During the quarter ended September 30, 2015, the Company concluded that it would no longer pursue a sale, but would instead work with Holley Metering to shut the joint venture down. The remaining net assets of the joint venture were immaterial as of September 30, 2015. As of March 31, 2016, the Company is continuing to work with Holley Metering to complete the shut down. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events: On April 20, 2016, the Company filed a Registration Statement on Form S-8 with the Securities and Exchange Commission to effect the 2016 Inducement Equity Incentive Plan ("the Plan"). The purpose of this Plan is to allow the Company to try to attract and retain the best available new hires by providing an inducement to such individual entering into employment with the Company or any Parent or Subsidiary of the Company. The Plan permits the grant of Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units, and Performance Shares. Each Award under the Plan is intended to qualify as an employment inducement award under NASDAQ Listing Rule 5635(c)(4) (the “Inducement Listing Rule”). On April 22, 2016, the Company announced that its Board of Directors (the “Board”) had adopted a Tax Benefit Preservation Plan (the “Plan”) pursuant to which the Board authorized and declared a dividend distribution of one right (a “Right”) for each outstanding share of common stock of the Company to stockholders of record as of the close of business on May 6, 2016 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Participating Preferred Stock, par value $0.01 per share (the “Preferred Shares”), exercisable, except in certain circumstances, in the event that a person or group of affiliated or associated persons obtain beneficial ownership of 4.99% or more of the Common Shares. The complete terms of the Rights are set forth in a Tax Benefit Preservation Plan (the “Plan”), dated as of April 22, 2016, between the Company and Computershare Inc., as rights agent, and filed with the Securities and Exchange Commission on April 26, 2016. By adopting the Plan, the Board is helping to preserve the value of certain deferred tax benefits, including those generated by net operating losses (collectively, the “Tax Benefits”), which could be lost in the event of an “ownership change” as defined under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). The Plan reduces the likelihood that changes in the Company’s investor base have the unintended effect of limiting the Company’s use of its Tax Benefits. The Board has established procedures to consider requests to exempt certain acquisitions of the Company’s securities from the Plan if the Board determines that it is in the best interests of the Company. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements include the accounts of Echelon Corporation, a Delaware corporation, its wholly-owned subsidiaries, and a subsidiary in which it has a controlling interest (collectively referred to as the “Company”). The Company reports non-controlling interests in consolidated entities as a component of equity separate from the Company’s equity. All material inter-company transactions between and among the Company and its consolidated subsidiaries and other consolidated entities have been eliminated in consolidation. While the financial information furnished is unaudited, the condensed consolidated financial statements included in this report reflect all adjustments (consisting only of normal recurring adjustments) which the Company considers necessary for the fair presentation of the results of operations for the interim periods covered, and of the financial condition of the Company at the date of the interim balance sheet. The results for interim periods are not necessarily indicative of the results for the entire year. The condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2015 included in its Annual Report on Form 10‑K. There have been no material changes to the Company’s significant accounting policies as compared to the significant accounting policies described in our Annual Report on Form 10‑K for the fiscal year ended December 31, 2015 . |
Risks and Uncertainties | Risks and Uncertainties The Company’s operations and performance depend significantly on worldwide economic conditions and their impact on purchases of the Company’s products, as well as the ability of suppliers to provide the Company with products and services in a timely manner. The impact of any of the matters described below could have an adverse effect on the Company’s business, results of operations and financial condition. • The Company’s sales are currently concentrated with a relatively small group of customers, as approximately 39.6% of net revenues for the three months ended March 31, 2016 , were derived from two customers. Customers in any of the Company’s target market sectors may experience unexpected reductions in demand for their products and consequently reduce their purchases from us, resulting in either the loss of a significant customer or a notable decrease in the level of sales to a significant customer. In addition, if any of these customers are unable to obtain the necessary capital to operate their business, they may be unable to satisfy their payment obligations to the Company. • The Company utilizes third-party contract electronic manufacturers to manufacture, assemble, and test its products. If any of these third-parties were unable to obtain the necessary capital to operate their business, they may be unable to provide the Company with timely services or to make timely deliveries of products. • From time to time, the Company has experienced shortages or interruptions in supply for certain products or components used in the manufacture of the Company’s products that have been or will be discontinued. In order to ensure an adequate supply of these items, the Company has occasionally purchased quantities of these items that are in excess of the Company’s then current estimate of short-term requirements. If the long-term requirements do not materialize as originally expected, or if the Company develops alternative solutions that no longer employ these items and the Company is not able to dispose of these excess products or components, the Company could be subject to increased levels of excess and obsolete inventories. • Recently, in an effort to manage costs and inventory risks, the Company decreased the inventory levels of certain products. If there is an unexpected increase in demand for these items, the Company might not be able to supply its customers with products in a timely manner. |
Use of Estimates | Use of Estimates The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions, and estimates that affect amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Significant estimates and judgments are used for revenue recognition, performance-based equity compensation, inventory valuation, intangible asset valuation, contingent consideration valuation, allowance for warranty costs, and other loss contingencies. In order to determine the carrying values of assets and liabilities that are not readily apparent from other sources, the Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances. Actual results experienced by the Company may differ materially from management’s estimates. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In July 2015, the FASB deferred the effective date of ASU 2014-09 so that it will apply to annual reporting periods beginning after December 15, 2017 (including interim reporting periods within those periods). Early application is permitted to the original effective date of December 15, 2016, in which case ASU 2014-09 would apply to annual reporting periods beginning after December 15, 2016 (including interim reporting periods within those periods). The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. In July 2015, the FASB issued an update to ASC 330, Inventory: Simplifying the Measurement of Inventory . Under this update, subsequent measurement of inventory is based on the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and disposal. This update does not apply to inventory that is measured using last-in, first-out or the retail inventory method. This update should be applied prospectively and will be adopted by the Company in the first quarter of fiscal year 2017. Early adoption is permitted. The Company does not believe the adoption will have a significant impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires, among other things, the recognition of lease assets and lease liabilities on the balance sheet by lessees for certain leases classified as operating leases under previous GAAP. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018. ASU 2016-02 mandates a modified retrospective transition method with early adoption permitted. The Company is currently evaluating the effect that ASU 2016-02 will have on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718), which identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. This update is required to be adopted by the Company in the first quarter of fiscal year 2017. Early adoption is permitted. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and the related footnote disclosures. |
Revenue Recognition | Revenue Recognition The Company’s revenues are derived from the sale and license of its products and to a lesser extent, from fees associated with training, technical support, and custom software design services offered to its customers. Product revenues consist of revenues from hardware sales and software licensing arrangements. Service revenues consist of product technical support (including in limited circumstances software post-contract support services) and training. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery to the customer’s carrier (and acceptance, as applicable) has occurred, the sales price is fixed or determinable, collectability is probable, and there are no post-delivery obligations. For non-distributor hardware sales, including sales to third party manufacturers, these criteria are generally met at the time of delivery to the customer’s carrier. However, for arrangements that contain contractual acceptance provisions, revenue recognition may be delayed until acceptance by the customer or the acceptance provisions lapse unless the Company can objectively demonstrate that the contractual acceptance criteria have been satisfied, which is generally accomplished by establishing a history of acceptance for the same or similar products. For sales made to the Company’s distributor partners, revenue recognition criteria are generally met at the time the distributor sells the products through to its end-use customer. Service revenue is recognized as the training services are performed, or ratably over the term of the support period. The Company accounts for the rights of return, price protection, rebates, and other sales incentives offered to distributors of its products as a reduction in revenue. With the exception of sales to distributors, the Company’s customers are generally not entitled to return products for a refund. For sales to distributors, due to contractual rights of return and other factors that impact its ability to make a reasonable estimate of future returns and other sales incentives, revenues are not recognized until the distributor has shipped its products to the end customer . |
Deferred Revenue and Deferred Cost of Goods Sold | Deferred Revenue and Deferred Cost of Goods Sold Deferred revenue consists of amounts billed or payments received in advance of revenue recognition. Deferred cost of goods sold related to deferred product revenues includes direct product costs and applied overhead. Deferred cost of goods sold related to deferred service revenues includes direct labor costs and applied overhead. Once all revenue recognition criteria have been met, the deferred revenues and associated cost of goods sold are recognized. |
Restricted Investments | Restricted Investments As of March 31, 2016 , restricted investments consist of balances maintained by the Company with an investment advisor in money market funds and permitted treasury bills. These balances represent collateral for a $1.0 million operating line of credit issued to the Company by its primary bank for credit card purchases, as well as one standby letter of credit for $113,000 . Because the Company’s agreement with the lender prevents the Company from withdrawing these funds, they are considered restricted. No amounts have ever been drawn against the standby letters of credit issued by the bank. |
Fair Value Measurements | Fair Value Measurements The Company measures at fair value its cash equivalents and available-for-sale investments using a valuation hierarchy based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's own assumptions. These two types of inputs have created the following fair value hierarchy: • Level 1 - Quoted prices for identical instruments in active markets; • Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and • Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. This hierarchy requires the Company to minimize the use of unobservable inputs and to use observable market data, if available, when estimating fair value. Other than cash and money market funds, the Company's only financial assets and liabilities required to be measured at fair value on a recurring basis at March 31, 2016 , are its fixed income available-for-sale securities and its liability related to contingent consideration due to Lumewave, Inc. ("Lumewave") shareholders. See Note 2 of these Notes to Condensed Consolidated Financial Statements for a summary of the input levels used in determining the fair value of these assets and liabilities as of March 31, 2016 . |
Long-Lived Assets | Long-Lived Assets We evaluate the recoverability of property, plant and equipment in accordance with ASC No. 360, Accounting for the Property, Plant, and Equipment ("ASC No. 360"). We perform periodic reviews to determine whether facts and circumstances exist that would indicate that the carrying amounts of property, plant and equipment might not be fully recoverable. If facts and circumstances indicate that the carrying amount of property, plant and equipment might not be fully recoverable, we compare projected undiscounted net cash flows associated with the related asset or group of assets over their estimated remaining useful lives against their respective carrying amounts. In the event that the projected undiscounted cash flows are not sufficient to recover the carrying value of the assets, the assets are written down to their estimated fair values based on the expected discounted future cash flows attributable to the assets. Evaluation of impairment of property, plant and equipment requires estimates in the forecast of future operating results that are used in the preparation of the expected future undiscounted cash flows. Actual future operating results and the remaining economic lives of our property, plant and equipment could differ from our estimates used in assessing the recoverability of these assets. These differences could result in impairment charges, which could have a material adverse impact on our results of operations. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair value of asset measured on a recurring basis | The fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis was determined using the following inputs at March 31, 2016 (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total (Level 1) (Level 2) (Level 3) Assets: Money market funds (1) $ 2,315 $ 2,315 $ — $ — U.S. government securities (2) 18,394 — 18,394 — Total $ 20,709 $ 2,315 $ 18,394 $ — Liabilities: Contingent consideration $ — $ — $ — $ — Total $ — $ — $ — $ — The fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis was determined using the following inputs at December 31, 2015 (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total (Level 1) (Level 2) (Level 3) Assets: Money market funds (1) $ 2,305 $ 2,305 $ — $ — U.S. government securities (2) 18,379 — 18,379 — Total $ 20,684 $ 2,305 $ 18,379 $ — Liabilities: Contingent consideration $ 318 $ — $ — $ 318 Total $ 318 $ — $ — $ 318 (1) Included in cash and cash equivalents in the Company’s condensed consolidated balance sheets (2) Represents the portfolio of available for sale securities that is included in restricted investments and short-term investments in the Company’s condensed consolidated balance sheets |
Level 3 Rollforward | The table below includes a rollforward of the balance sheet amounts for financial instruments classified by the Company within Level 3 of the valuation hierarchy for the three months ended March 31, 2016 (in thousands): Contingent Consideration BALANCE AT DECEMBER 31, 2015 $ 318 Adjustment to contingent consideration (318 ) BALANCE AT MARCH 31, 2016 $ — |
Fair value of short term investment unrealized holdings and gains | As of March 31, 2016 , the amortized cost basis, aggregate fair value, and gross unrealized holding gains and losses of the Company’s short-term investments by major security type were as follows (in thousands): Amortized Cost Aggregate Fair Value Unrealized Holding Gains Unrealized Holding Losses U.S. government securities $ 16,991 $ 16,993 $ 4 $ 2 The amortized cost basis, aggregate fair value and gross unrealized holding gains and losses for the Company’s available-for-sale short-term investments, by major security type, were as follows as of December 31, 2015 (in thousands): Amortized Cost Aggregate Fair Value Unrealized Holding Gains Unrealized Holding Losses U.S. government securities $ 16,989 $ 16,978 $ — $ 11 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Reconciliation of Basic and Diluted Earnings (Loss) Per Share | The following is a reconciliation of the numerators and denominators of the basic and diluted net loss from continuing and discontinued operations per share computations for the three months ended March 31, 2016 and 2015 (in thousands, except per share amounts): Three Months Ended March 31, 2016 2015 Net loss (Numerator): Net loss, basic and diluted (953 ) (1,424 ) Shares (Denominator): Weighted average common shares outstanding 4,417 4,395 Shares used in basic computation 4,417 4,395 Common shares issuable upon exercise of stock options (treasury stock method) — — Shares used in diluted computation 4,417 4,395 Net loss per share: Basic and diluted net loss per share $ (0.22 ) $ (0.32 ) |
Acquisition Purchase Price Allo
Acquisition Purchase Price Allocation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Allocation of Purchase Price Consideration [Table Text Block] | (amounts in thousands): Amount Cash and cash equivalents $ 630 Accounts receivable 107 Inventory 31 Other current assets 259 Property and equipment 23 Identifiable intangible assets 1,500 Goodwill 1,257 Accounts payable (352 ) Accrued liabilities (255 ) $ 3,200 |
Stockholders' Equity And Empl27
Stockholders' Equity And Employee Stock Option Plans (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity and Employee Stock Option Plans [Abstract] | |
Stock-based Compensation Expense | Stock-based Compensation Expense The following table summarizes stock-based compensation expense for the three months ended March 31, 2016 and 2015 and its allocation within the condensed consolidated statements of operations (in thousands): Three Months Ended March 31, 2016 2015 Cost of revenues $ 42 $ (41 ) Product development 46 99 Sales and marketing (109 ) (83 ) General and administrative 98 182 Total $ 77 $ 157 |
Significant Customers (Tables)
Significant Customers (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Revenues attributable to sales to major customers | For the three months ended March 31, 2016 and 2015 , the percentage of the Company’s revenues attributable to sales made to these customers was as follows: Three Months Ended March 31, 2016 2015 Avnet 24.4 % 27.2 % Enel 15.2 % 8.0 % Total 39.6 % 35.2 % |
Accumulated Other Comprehensi29
Accumulated Other Comprehensive Income (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Foreign currency translation adjustment (Amount in thousands) Unrealized gain (loss) on available-for-sale securities (Amount in thousands) Accumulated Other Comprehensive Income (Loss) (Amount in thousands) Beginning balance at December 31, 2015 $ (1,582 ) $ (12 ) $ (1,594 ) Change during January- March 2016 184 12 196 Balance at March 31, 2016 (1,398 ) — (1,398 ) |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consist of the following (in thousands): March 31, December 31, Purchased materials $ 182 $ 164 Finished goods 3,145 2,729 $ 3,327 $ 2,893 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued liabilities | Accrued liabilities consist of the following (in thousands): March 31, December 31, Accrued payroll and related costs $ 978 $ 2,119 Warranty reserve 107 120 Contingent consideration — 318 Other accrued liabilities 390 328 $ 1,475 $ 2,885 |
Segment Disclosure (Tables)
Segment Disclosure (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Revenue information by geography | Summary revenue information by geography for the three months ended March 31, 2016 and 2015 is as follows (in thousands): Three Months Ended March 31, 2016 2015 Americas $ 2,555 $ 3,196 EMEA 4,672 4,412 APJ 1,420 2,260 Total $ 8,647 $ 9,868 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016USD ($) | Mar. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | ||
Line of Credit Maintained | $ 1,000 | |
Number of Major Customers | 2 | |
Percentage of net revenue | 39.60% | 35.20% |
Number of Letter of Credit | 1 | |
Letters of Credit Outstanding, Amount | $ 113 |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2014 | |
Fair value of asset measured on a recurring basis | ||||
Fixed income available-for-sale securities | $ 16,993 | $ 16,978 | ||
Contingent consideration | 0 | 318 | $ 925 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||||
Fair value of asset measured on a recurring basis | ||||
Money market funds | [1] | 2,315 | 2,305 | |
Fixed income available-for-sale securities | [2] | 0 | 0 | |
Total | 2,315 | 2,305 | ||
Contingent consideration | 0 | 0 | ||
Total | 0 | 0 | ||
Significant Other Observable Inputs (Level 2) [Member] | ||||
Fair value of asset measured on a recurring basis | ||||
Money market funds | [1] | 0 | 0 | |
Fixed income available-for-sale securities | [2] | 18,394 | 18,379 | |
Total | 18,394 | 18,379 | ||
Contingent consideration | 0 | 0 | ||
Total | 0 | 0 | ||
Significant Unobservable Inputs (Level 3) [Member] | ||||
Fair value of asset measured on a recurring basis | ||||
Money market funds | [1] | 0 | 0 | |
Fixed income available-for-sale securities | [2] | 0 | 0 | |
Total | 0 | 0 | ||
Contingent consideration | 0 | 318 | ||
Total | 0 | 318 | ||
Fair Value, Measurements, Recurring [Member] | ||||
Fair value of asset measured on a recurring basis | ||||
Money market funds | [1] | 2,315 | 2,305 | |
Fixed income available-for-sale securities | [2] | 18,394 | 18,379 | |
Total | 20,709 | 20,684 | ||
Contingent consideration | 0 | 318 | ||
Total | $ 0 | $ 318 | ||
[1] | Included in cash and cash equivalents in the Company’s condensed consolidated balance sheets | |||
[2] | Represents the portfolio of available for sale securities that is included in restricted investments and short-term investments in the Company’s condensed consolidated balance sheets |
Financial Instruments-Available
Financial Instruments-Available for Sale Securities (Details 1) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Fair value of short term investment unrealized holdings and gains | ||
Amortized Cost | $ 16,991 | $ 16,989 |
Aggregate Fair Value | 16,993 | 16,978 |
Unrealized Holding Gains | 4 | 0 |
Unrealized Holding Losses | $ 2 | $ 11 |
Financial Instruments (Details
Financial Instruments (Details Textual) | 3 Months Ended |
Mar. 31, 2016 | |
Financial Instruments (Textual) [Abstract] | |
Short-term investments contractual maturity period minimum | 5 months |
Maximum remaining maturities period of investments included in cash equivalents | 3 months |
Short-term investments contractual maturity period maximum | 10 months |
Average short-term investments maturity period | 3 months |
Financial Instruments Contingen
Financial Instruments Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Contingent Consideration, Beginning Balance | $ 318 | |
Adjustment to contingent consideration | (318) | $ (101) |
Contingent Consideration, Ending Balance | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Contingent Consideration, Beginning Balance | 318 | |
Contingent Consideration, Ending Balance | $ 0 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net loss (Numerator): | ||
Net loss | $ (953) | $ (1,424) |
Shares (Denominator): | ||
Weighted average common shares outstanding | 4,417 | 4,395 |
Shares used in basic computation | 4,417 | 4,395 |
Common shares issuable upon exercise of stock options (treasury stock method) | 0 | 0 |
Shares used in diluted computation | 4,417 | 4,395 |
Net loss per share: | ||
Basic and diluted net loss attributable to Echelon Corporation Stockholders | $ (0.22) | $ (0.32) |
Earnings Per Share (Details Tex
Earnings Per Share (Details Textual) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Number of potentially dilutive stock options (in shares) | 0 | 0 |
Number of antidilutive shares excluded from computation of earnings per share (in shares) | 375,025 | 301,645 |
Acquisition Purchase Price Al40
Acquisition Purchase Price Allocation (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Business Combinations [Abstract] | |
Cash and cash equivalents | $ 630 |
Accounts receivable | 107 |
Inventory | 31 |
Other current assets | 259 |
Property and equipment | 23 |
Identifiable intangible assets | 1,500 |
Goodwill | 1,257 |
Accounts payable | (352) |
Accrued liabilities | (255) |
Total assets acquired and liabilities assumed | $ 3,200 |
Acquisition (Details)
Acquisition (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Sep. 30, 2014 | Aug. 15, 2014 | |
Business Combinations [Abstract] | |||||
Percentage of Voting Interests Acquired | 100.00% | ||||
Payments to Acquire Businesses, Gross | $ 1,800 | ||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 715 | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 1,300 | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred | 225 | ||||
Developed Technology acquired | 800 | ||||
Finite-Lived Customer Relationships, Gross | 500 | ||||
Finite-Lived Trade Names, Gross | $ 200 | ||||
Finite-Lived Intangible Asset, Useful Life | 6.5 | ||||
Fair value inputs, discount range, low end of range | 21.00% | ||||
Fair value inputs, discount range, high end of range | 22.00% | ||||
Contingent consideration | $ 0 | $ 318 | $ 925 | ||
Adjustment to contingent consideration | $ 318 | $ 101 |
Stockholders' Equity and Empl42
Stockholders' Equity and Employee Stock Option Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Stock-based Compensation Expense | ||
Stock-based Compensation Expense, Total | $ 77 | $ 157 |
Cost of Revenues [Member] | ||
Stock-based Compensation Expense | ||
Stock-based Compensation Expense, Total | 42 | (41) |
Product development [Member] | ||
Stock-based Compensation Expense | ||
Stock-based Compensation Expense, Total | 46 | 99 |
Sales and marketing [Member] | ||
Stock-based Compensation Expense | ||
Stock-based Compensation Expense, Total | (109) | (83) |
General and administrative [Member] | ||
Stock-based Compensation Expense | ||
Stock-based Compensation Expense, Total | $ 98 | $ 182 |
Stockholders' Equity and Empl43
Stockholders' Equity and Employee Stock Option Plans (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Stockholders' Equity and Employee Stock Option Plans (Textual) [Abstract] | ||
Total fair value of RSUs vested and released | $ 4 | $ 244 |
Significant Customers (Details
Significant Customers (Details Textual) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues attributable to sales [Line Items] | ||
Total | 39.60% | 35.20% |
Significant Customers (Textual) [Abstract] | ||
Numbers of customers | 2 | |
Avnet [Member] | ||
Revenues attributable to sales [Line Items] | ||
Total | 24.40% | 27.20% |
Enel [Member] | ||
Revenues attributable to sales [Line Items] | ||
Total | 15.20% | 8.00% |
Commitments and Contingencies L
Commitments and Contingencies Line of Credit (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
Line of Credit Maintained | $ 1,000 | |
Restricted Investments, Current | $ 1,401 | $ 1,401 |
Number of Letter of Credit | 1 | |
Letters of Credit Outstanding, Amount | $ 113 |
Accumulated Other Comprehensi46
Accumulated Other Comprehensive Income (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Balance at beginning of period | $ 28,667 |
Current period change | 196 |
Balance at end of period | 27,986 |
Foreign currency translation adjustment (Amount in thousands) [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Balance at beginning of period | (1,582) |
Current period change | 184 |
Balance at end of period | (1,398) |
Unrealized gain (loss) on available-for-sale securities (Amount in thousands) [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Balance at beginning of period | (12) |
Current period change | 12 |
Balance at end of period | 0 |
Accumulated Other Comprehensive Income (Loss) (Amount in thousands) [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Balance at beginning of period | (1,594) |
Balance at end of period | $ (1,398) |
Inventories Inventories (Detail
Inventories Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Purchased materials | $ 182 | $ 164 |
Finished goods | 3,145 | 2,729 |
Inventory, Net | $ 3,327 | $ 2,893 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued payroll and related costs | $ 978 | $ 2,119 |
Warranty reserve | 107 | 120 |
Accrued taxes | 0 | 318 |
Other accrued liabilities | 390 | 328 |
Accrued liabilities | $ 1,475 | $ 2,885 |
Segment Disclosure (Details 1)
Segment Disclosure (Details 1) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Revenue Information by Geography [Abstract] | |||
Revenues | [1] | $ 8,647 | $ 9,868 |
Americas [Member] | |||
Revenue Information by Geography [Abstract] | |||
Revenues | 2,555 | 3,196 | |
EMEA [Member] | |||
Revenue Information by Geography [Abstract] | |||
Revenues | 4,672 | 4,412 | |
Asia Pacific [Member] | |||
Revenue Information by Geography [Abstract] | |||
Revenues | $ 1,420 | $ 2,260 | |
[1] | Represents the portfolio of available for sale securities that is included in restricted investments and short-term investments in the Company’s condensed consolidated balance sheets |
Segment Disclosure (Details Tex
Segment Disclosure (Details Textual) $ in Millions | 3 Months Ended | |
Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Segment Disclosure (Textual) [Abstract] | ||
Number of Reportable Segments | 1 | |
Number of geographic areas | 3 | |
Long-lived assets US | $ 2.4 | $ 2.6 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense | $ 6 | $ 13 | |
Income Taxes (Textual) [Abstract] | |||
Unrecognized tax benefits | 9,100 | $ 9,100 | |
Unrecognized tax benefits that would impact effective tax rate | 405 | 409 | |
Accrued for interest and penalties | 55 | $ 74 | |
Reduction in gross unrecognized tax benefits | $ 19 |
Related Parties (Details Textua
Related Parties (Details Textual) shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Jun. 30, 2000USD ($)shares | Mar. 31, 2016USD ($)shares | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | |
Related Parties - Enel (Additional Textual) [Abstract] | ||||
Stock Issued During Period, Shares, New Issues | shares | 300 | |||
Stock Issued During Period, Value, New Issues | $ 130,700 | |||
Number of shares sold by Related Party. | shares | 0 | |||
Number of board members Related Party can nominate | 1 | |||
Number of Related Party Representatives on Board | 0 | |||
Revenue from Related Parties | $ 1,312 | $ 788 | ||
Accounts receivable balance related to amounts owed by Enel and its designated manufacturers | $ 866 | $ 827 |
Joint Venture (Details Textual)
Joint Venture (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Joint Venture (Textual) [Abstract] | ||
Ownership interest in the joint venture | 51.00% | |
Net loss from discontinued operations attributable to non-controlling interest, net of income taxes | $ 0 | $ 0 |
Registered capital of the Joint venture | $ 4,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event | Apr. 22, 2016right$ / sharesshares |
Subsequent Event [Line Items] | |
Rights issued as common stock dividend (in right) | right | 1 |
Number of shares available to purchase for each right (usd per share) | shares | 0.001 |
Preferred stock, par value (usd per share) | $ / shares | $ 0.01 |
Beneficial ownership percentage excluded from exercise of rights | 4.99% |