Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 31, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | MoSys, Inc. | |
Entity Central Index Key | 890,394 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 8,001,770 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 2,743 | $ 8,766 |
Short-term investments | 1,002 | |
Accounts receivable, net | 522 | 559 |
Inventories | 1,048 | 1,451 |
Prepaid expenses and other | 1,124 | 473 |
Total current assets | 5,437 | 12,251 |
Property and equipment, net | 885 | 1,274 |
Goodwill | 13,276 | 13,276 |
Intangible assets, net | 167 | 223 |
Other | 123 | 121 |
Total assets | 19,888 | 27,145 |
Current liabilities | ||
Accounts payable | 165 | 561 |
Deferred revenue | 1,273 | 271 |
Accrued expenses and other | 2,094 | 2,502 |
Total current liabilities | 3,532 | 3,334 |
Convertible notes payable | 8,702 | 8,250 |
Other long-term liabilities | 391 | 233 |
Total liabilities | 12,625 | 11,817 |
Commitments and contingencies (Note 4) | ||
Stockholders' equity | ||
Preferred stock, $0.01 par value; 20,000 shares authorized; none issued and outstanding | ||
Common stock, $0.001 par value; 120,000 shares authorized; 6,677 shares and 6,630 shares issued and outstanding at June 30, 2017 and December 31, 2016 respectively | 7 | 7 |
Additional paid-in capital | 229,675 | 229,341 |
Accumulated deficit | (222,419) | (214,020) |
Total stockholders' equity | 7,263 | 15,328 |
Total liabilities and stockholders' equity | $ 19,888 | $ 27,145 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 120,000 | 120,000 |
Common stock, shares issued | 6,677 | 6,630 |
Common stock, shares outstanding | 6,677 | 6,630 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Net revenue | ||||
Product | $ 1,111 | $ 1,287 | $ 2,066 | $ 2,407 |
Royalty and other | 273 | 346 | 530 | 677 |
Total net revenue | 1,384 | 1,633 | 2,596 | 3,084 |
Cost of net revenue | 732 | 963 | 1,334 | 1,826 |
Gross profit | 652 | 670 | 1,262 | 1,258 |
Operating expenses | ||||
Research and development | 2,313 | 4,884 | 5,798 | 10,116 |
Selling, general and administrative | 1,101 | 1,577 | 2,415 | 3,093 |
Impairment of goodwill | 0 | |||
Restructuring charges | 1,002 | 1,002 | 676 | |
Total operating expenses | 4,416 | 6,461 | 9,215 | 13,885 |
Loss from operations | (3,764) | (5,791) | (7,953) | (12,627) |
Interest expense | 223 | 213 | 447 | 247 |
Other income, net | 20 | 13 | 45 | |
Loss before income taxes | (3,987) | (5,984) | (8,387) | (12,829) |
Income tax provision | 7 | 20 | 12 | 40 |
Net loss | (3,994) | (6,004) | (8,399) | (12,869) |
Other comprehensive income, net of tax: | ||||
Net unrealized gains on available-for-sale securities | 16 | |||
Comprehensive loss | $ (3,994) | $ (6,004) | $ (8,399) | $ (12,853) |
Net loss per share | ||||
Basic and diluted | $ (0.60) | $ (0.91) | $ (1.26) | $ (1.96) |
Shares used in computing net loss per share | ||||
Basic and diluted | 6,677 | 6,598 | 6,662 | 6,583 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (8,399) | $ (12,869) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 389 | 534 |
Stock-based compensation | 356 | 1,150 |
Amortization of intangible assets | 56 | 55 |
Amortization of debt issuance costs | 22 | 13 |
Accrued interest | 430 | 233 |
Loss on disposal of assets | 4 | |
Changes in assets and liabilities: | ||
Accounts receivable | 37 | (333) |
Inventories | 403 | 228 |
Prepaid expenses and other assets | (653) | 281 |
Accounts payable | (407) | (361) |
Deferred revenue and other liabilities | 763 | (45) |
Net cash used in operating activities | (7,003) | (11,110) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (612) | |
Proceeds from sales and maturities of marketable securities | 2,604 | 29,939 |
Purchases of marketable securities | (1,602) | (20,868) |
Net cash provided by investing activities | 1,002 | 8,459 |
Cash flows from financing activities: | ||
Net proceeds from issuance of common stock | (22) | 195 |
Proceeds from the issuance of notes payable, net of issuance costs | 7,879 | |
Payments on capital lease obligations | (83) | |
Net cash provided by (used in) financing activities | (22) | 7,991 |
Net increase (decrease) in cash and cash equivalents | (6,023) | 5,340 |
Cash and cash equivalents at beginning of period | 8,766 | 5,640 |
Cash and cash equivalents at end of period | 2,743 | $ 10,980 |
Supplemental disclosure: | ||
Issuance of convertible notes in settlement of accrued interest | $ 420 |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
The Company and Summary of Significant Accounting Policies | |
The Company and Summary of Significant Accounting Policies | MOSYS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1. The Company and Summary of Significant Accounting Policies MoSys, Inc. (the Company) was incorporated in California in September 1991, and reincorporated in September 2000 in Delaware. The Company’s strategy and primary business objective is to be an intellectual property (IP)-rich fabless semiconductor company focused on the development and sale of integrated circuit (IC) products. Prior to 2011, the Company’s primary business activities were designing, developing, marketing and licensing high-performance semiconductor memory and high-speed parallel and serial interface, or SerDes, IP used by the semiconductor industry and communications, networking and storage equipment manufacturers. Since 2011, the Company has developed two IC product lines under the “Bandwidth Engine” and “LineSpeed” product names. Bandwidth Engine ICs combine the Company’s proprietary high-density embedded memory with its high-speed 10 gigabits per second and higher interface technology. The LineSpeed IC product line is comprised of non-memory based, high-speed SerDes devices with gearbox or retimer functionality that convert lanes of data received on line cards or by optical modules into different configurations and/or ensure signal integrity. Both product lines are being marketed to networking and communications systems companies. The Company’s future success and ability to achieve and maintain profitability depends on its success in developing a market for its ICs. The accompanying condensed consolidated financial statements of the Company have been prepared on a basis that assumes that the Company will continue as a going concern and contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business and have been prepared without audit in accordance with the rules and regulations of the Securities and Exchange Commission (SEC). The condensed consolidated balance sheet at December 31, 2016 has been derived from the audited consolidated financial statements at that date. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (GAAP) have been condensed or omitted in accordance with these rules and regulations. The information in this report should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in its most recent annual report on Form 10-K filed with the SEC. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary to summarize fairly the Company’s financial position, results of operations and cash flows for the interim periods presented. The operating results for the three and six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 or for any other future period. Liquidity The Company incurred a net loss of $8.4 million for the six months ended June 30, 2017 and had an accumulated deficit of $222.4 million as of June 30, 2017. In addition, the Company incurred net losses of approximately $32.0 million and $31.5 million for the years ended December 31, 2016 and 2015, respectively. These and prior year losses have resulted in significant negative cash flows for almost a decade and have required the Company to raise substantial amounts of additional capital. To date, the Company has primarily financed its operations through multiple offerings of common stock to investors and affiliates, as well as asset sale transactions. In March 2016, the Company entered into a 10% Senior Secured Convertible Note Purchase Agreement with the purchasers of $8.0 million principal amount of 10% Senior Secured Convertible Notes due August 15, 2018 (the Notes), at par, in a private placement transaction. The Notes bear interest at the annual rate of 10%. Accrued interest is payable semi-annually in cash or in-kind through the issuance of identical new Notes, or with a combination of the two, at the Company’s option. Since issuance of the Notes, the Company has made the interest payments in-kind through the issuance of additional notes totaling approximately $0.8 million. Further, the Notes restrict the ability of the Company to incur any indebtedness for borrowed money, unless such indebtedness by its terms is expressly subordinated to the Notes in right of payment and to the security interest of the Note holder(s) in respect to the priority and enforcement of any security interest in property of the Company securing such new debt; provided that the Note holder(s) security interest and cash payment rights under the Notes shall be subordinate to a maximum of $5 million of indebtedness for a secured accounts receivable line of credit facility under certain conditions (See Note 8). The Company expects to continue to incur operating losses for the foreseeable future as it secures customers for and continues to invest in the commercialization of its IC products. The Company will need to increase revenues substantially beyond levels that it has attained in the past in order to generate sustainable operating profit and sufficient cash flows to continue doing business without raising additional capital from time to time. As a result of the Company’s expected operating losses and cash burn for the foreseeable future, recurring losses from operations, and the need to repay the Notes and accrued interest in 2018, if the Company is unable to raise sufficient capital through additional debt or equity arrangements, there will be uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern within one year from the date of issuance of these condensed consolidated financial statements. These condensed consolidated financial statements do not include any adjustments that might result from this uncertainty. There can be no assurance that such additional capital, whether in the form of debt or equity financing, will be sufficient or available and, if available, that such capital will be offered on terms and conditions acceptable to the Company. As further discussed in Note 9, in April 2017, the Company effected a reduction in its workforce and associated operating expenses, net loss and cash burn as part of its efforts to sustain its business. The Company will primarily focus its resources on producing and selling its Bandwidth Engine products, and will substantially curtail new product development. If the Company is unsuccessful in these efforts, it will need to implement additional cost reduction strategies, which could further affect its near- and long-term business plan. These efforts may include, but are not limited to, further reducing headcount and curtailing business activities. Basis of Presentation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Company’s fiscal year ends on December 31 of each calendar year. Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses recognized during the reported period. Actual results could differ from those estimates. Cash Equivalents and Investments The Company has invested its excess cash in money market accounts, certificates of deposit, commercial paper, corporate debt, government-sponsored enterprise bonds and municipal bonds and considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Investments with original maturities greater than three months and remaining maturities less than one year are classified as short-term investments. Investments with remaining maturities greater than one year are classified as long-term investments. Management generally determines the appropriate classification of securities at the time of purchase. All securities are classified as available-for-sale. The Company’s available-for-sale short-term investments are carried at fair value, with the unrealized holding gains and losses reported in accumulated other comprehensive loss. Realized gains and losses and declines in the value judged to be other than temporary are included in the other income, net line item in the condensed consolidated statements of operations and comprehensive loss. The cost of securities sold is based on the specific identification method. Fair Value Measurements The Company measures the fair value of financial instruments using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: Level 1— Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date. Level 2— Pricing is provided by third party sources of market information obtained through the Company’s investment advisors, rather than models. The Company does not adjust for, or apply, any additional assumptions or estimates to the pricing information it receives from advisors. The Company’s Level 2 securities include cash equivalents and available-for-sale securities, which consist primarily of certificates of deposit, corporate debt, and government agency and municipal debt securities from issuers with high-quality credit ratings. The Company’s investment advisors obtain pricing data from independent sources, such as Standard & Poor’s, Bloomberg and Interactive Data Corporation, and rely on comparable pricing of other securities because the Level 2 securities are not actively traded and have fewer observable transactions. The Company considers this the most reliable information available for the valuation of the securities. Level 3— Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment are used to measure fair value. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. The determination of fair value for Level 3 investments and other financial instruments involves the most management judgment and subjectivity. Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure that its trade receivables balances are not overstated due to uncollectibility. The Company performs ongoing customer credit evaluations within the context of the industry in which it operates and generally does not require collateral from its customers. A specific allowance of up to 100% of the invoice value is provided for any problematic customer balances. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The Company grants credit only to customers deemed creditworthy in the judgment of management. There was no allowance for doubtful accounts receivable at either June 30, 2017 or December 31, 2016. Inventory The Company values its inventories at the lower of cost, which approximates actual cost on a first-in, first-out basis, or net realizable value. The Company records inventory reserves for estimated obsolescence or unmarketable inventories based upon assumptions about future demand and market conditions. Once a reserve is established, it is maintained until the product to which it relates is sold or otherwise disposed of. If actual market conditions are less favorable than those expected by management, additional adjustment to inventory valuation may be required. Charges for obsolete and slow moving inventories are recorded based upon an analysis of specific identification of obsolete inventory items and quantification of slow moving inventory items. The Company recorded no inventory write-downs during the three or six months ended June 30, 2017 or 2016. Revenue Recognition General The Company generates revenue from the sales of IC products and licensing of its IP. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery or performance has occurred, the sales price is fixed or determinable, and collectibility is reasonably assured. Evidence of an arrangement generally consists of signed agreements or customer purchase orders. IC products The Company sells products both directly to customers, as well as through distributors. Revenue from sales directly to customers is generally recognized at the time of shipment. The Company may record an estimated allowance, at the time of shipment, for future returns and other charges against revenue consistent with the terms of sale. IC product revenue and costs relating to sales made through distributors with rights of return or stock rotation are generally deferred until the distributors sell the product to end customers due to the Company’s inability to estimate future returns and credits to be issued. Distributors are generally able to return up to 10% of their purchases for slow, non-moving or obsolete inventory for credit every six months. At the time of shipment to distributors, an accounts receivable for the selling price is recorded, as there is a legally enforceable right to receive payment, and inventory is relieved, as legal title to the inventory is transferred upon shipment. Revenues are recognized upon receiving notification from the distributors that products have been sold to end customers. Distributors provide information regarding products and quantity, end customer shipments and remaining inventory on hand. The associated deferred margin is included in the accrued expenses and other line item in the condensed consolidated balance sheets. Royalty The Company’s licensing contracts typically provide for royalties based on the licensee’s use of the Company’s memory technology in their currently shipping commercial products. The Company recognizes royalties in the quarter in which it receives the licensee’s report. Cost of Net Revenue Cost of net revenue consists primarily of direct and indirect costs of IC product sales and engineering personnel costs directly related to maintenance and support services specified in licensing agreements. Maintenance and support typically include engineering support to assist in the commencement of production of a licensee’s products. Goodwill In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-04, Simplifying the Test for Goodwill Impairment , which eliminates step 2, the computation of the implied fair value of goodwill to determine the amount of impairment, from the goodwill impairment test. In computing the implied fair value of goodwill for step 2 under current accounting standards, the Company calculates the fair value of its assets and liabilities (including unrecognized assets and liabilities) as if acquired or assumed in a business combination. Under the amendments in this update, the Company will determine the amount of goodwill impairment, by comparing the step 1 fair value of the reporting unit with its carrying amount. To the extent the carrying value of a reporting unit exceeds its step 1 fair value, a goodwill impairment charge is recognized. ASU No. 2017-04 is effective for the Company for annual and interim impairment tests beginning January 1, 2020 with early adoption permitted. The Company has elected to early adopt the new standard effective January 1, 2017, because the ASU significantly simplifies the evaluation of goodwill for impairment. The impact of this standard for the Company will depend on the outcomes of future goodwill impairment tests. The Company reviews goodwill for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company first assesses qualitative factors to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than the carrying amount as a basis for determining whether it is necessary to perform the step one impairment test. If the qualitative assessment warrants further analysis, the Company compares the step one fair value of the reporting unit to its carrying value. The step one fair value of the reporting unit is determined using the market approach. If the fair value of the reporting unit exceeds the carrying value of net assets of the reporting unit, goodwill is not impaired. If the carrying value of the reporting unit’s goodwill exceeds its step one fair value, then the Company must record an impairment charge equal to the difference. As of June 30, 2017, the Company’s fair value exceeded its carrying value of net assets and, as such, there was no impairment of goodwill. The Company has determined that it has a single reporting unit for purposes of performing its goodwill impairment test. As the Company uses the market approach to determine the step one fair value, the price of its common stock is an important component of the fair value calculation. If the Company’s stock price continues to experience significant price and volume fluctuations, this will impact the fair value of the reporting unit, which can lead to potential impairment in future periods. Reverse Stock Split On February 14, 2017, the Company filed a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a one-for-ten reverse stock split of the Company’s shares of common stock. Such amendment and ratio were previously approved by the Company’s stockholders and board of directors, respectively. On February 16, 2017, the Company effected the one-for-ten reverse stock split. As a result of the reverse stock split, every ten shares of the Company’s pre-reverse split outstanding common stock was combined and reclassified into one share of common stock. Proportionate voting rights and other rights of common stock holders were not affected by the reverse stock split. No fractional shares were issued in connection with the reverse stock split; stockholders who would otherwise hold a fractional share of common stock received cash in an amount equal to the product obtained by multiplying (i) the closing sale price of the Company’s common stock on the effective date of the reverse stock split, by (ii) the number of shares of the Company’s common stock held by the stockholder that would otherwise have been exchanged for the fractional share interest. All stock options and restricted stock units outstanding and common stock reserved for issuance under the Company’s equity incentive plans immediately prior to the reverse stock split were adjusted by dividing the number of affected shares of common stock by 10 and, as applicable, multiplying the exercise price by 10, as a result of the reverse stock split. The common stock par value was adjusted to $0.001 in conjunction with the reverse stock split. Per Share Amounts Basic net loss per share is computed by dividing net loss for the period by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share gives effect to all potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of incremental shares of common stock issuable upon the exercise of stock options, vesting of stock awards and purchases under the employee stock purchase plan. The following table sets forth securities outstanding which were excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive (in thousands): June 30, June 30, 2017 2016 Options outstanding to purchase common stock 336 659 Employee stock purchase plan — 35 Unvested restricted common stock units 52 11 Convertible debt 973 889 Total 1,361 1,594 Comprehensive Loss Comprehensive loss includes unrealized gains and losses on available-for-sale securities. Realized gains and losses on available-for-sale securities are reclassified from accumulated other comprehensive loss and included in other income, net in the condensed consolidated statements of operations and comprehensive loss. All amounts recorded in the three and six months ended June 30, 2017 and 2016 were not considered significant. Debt Issuance Costs Debt issuance costs are capitalized and amortized to interest expense using the effective interest method. Unamortized debt issuances costs are presented in the condensed consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability and accounted for as debt discounts. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | Note 2: Fair Value of Financial Instruments The estimated fair values of financial instruments outstanding were (in thousands): June 30, 2017 Unrealized Unrealized Fair Cost Gains Losses Value Cash and cash equivalents $ 2,743 $ — $ — $ 2,743 December 31, 2016 Unrealized Unrealized Fair Cost Gains Losses Value Cash and cash equivalents $ 8,766 $ — $ — $ 8,766 Short-term investments: U.S. government-sponsored enterprise bonds $ 762 $ — $ — $ 762 Corporate notes 240 — — 240 Total short-term investments $ 1,002 $ — $ — $ 1,002 The following table represents the Company’s fair value hierarchy for its financial assets (cash equivalents and investments) as of June 30, 2017 and December 31, 2016 (in thousands): June 30, 2017 Fair Value Level 1 Level 2 Level 3 Money market funds $ 1,018 $ — $ 1,018 $ — December 31, 2016 Fair Value Level 1 Level 2 Level 3 Money market funds $ 84 $ 84 $ — $ — U.S. government-sponsored enterprise bonds 3,767 — 3,767 — Municipal bonds 4,027 — 4,027 — Corporate notes 480 — 480 — Total assets $ 8,358 $ 84 $ 8,274 $ — There were no transfers in or out of Level 1 and Level 2 securities during the three or six months ended June 30, 2017 and 2016. |
Balance Sheet Detail
Balance Sheet Detail | 6 Months Ended |
Jun. 30, 2017 | |
Balance Sheet Detail | |
Consolidated Balance Sheets and Statements of Operations and Comprehensive Loss Components | Note 3. Balance Sheet Detail June 30, December 31, 2017 2016 (in thousands) Inventories: Work-in-process $ 858 $ 1,270 Finished goods 190 181 $ 1,048 $ 1,451 Identifiable intangible assets relating to a patent license were (dollar amounts in thousands): June 30, 2017 Gross Net Life Carrying Accumulated Carrying (years) Amount Amortization Amount Patent license $ 780 $ 613 $ 167 December 31, 2016 Gross Net Life Carrying Accumulated Carrying (years) Amount Amortization Amount Patent license $ 780 $ 557 $ 223 Amortization expense has been included in research and development expense in the condensed consolidated statements of operations and comprehensive loss. The estimated aggregate amortization expense to be recognized in future years is less than $0.1 million for the remainder of 2017 and $0.1 million 2018. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 4. Commitments and Contingencies Indemnification In the ordinary course of business, the Company enters into contractual arrangements under which it may agree to indemnify the counterparties from any losses incurred relating to breach of representations and warranties, failure to perform certain covenants, or claims and losses arising from certain events as outlined within the particular contract, which may include, for example, losses arising from litigation or claims relating to past performance. Such indemnification clauses may not be subject to maximum loss clauses. The Company has also entered into indemnification agreements with its officers and directors. No material amounts were reflected in the Company’s condensed consolidated financial statements for the three or six months ended June 30, 2017 or 2016 related to these indemnifications. The Company has not estimated the maximum potential amount of indemnification liability under these agreements due to the limited history of prior claims and the unique facts and circumstances applicable to each particular agreement. To date, the Company has not made any material payments related to these indemnification agreements. Legal Matters The Company is not a party to any material legal proceeding that the Company believes is likely to have a material adverse effect on its consolidated financial position or results of operations. From time to time the Company may be subject to legal proceedings and claims in the ordinary course of business. These claims, even if not meritorious, could result in the expenditure of significant financial resources and diversion of management efforts. |
Business Segments, Concentratio
Business Segments, Concentration of Credit Risk and Significant Customers | 6 Months Ended |
Jun. 30, 2017 | |
Business Segments, Concentration of Credit Risk and Significant Customers | |
Business Segments, Concentration of Credit Risk and Significant Customers | Note 5. Business Segments, Concentration of Credit Risk and Significant Customers The Company operates in one business segment and uses one measurement of profitability for its business. Net revenue attributed to the United States and to all foreign countries is based on the geographical location of the customer. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, cash equivalents, short‑term investments and accounts receivable. Cash, cash equivalents and short‑term investments are deposited with high credit‑quality institutions. The Company recognized revenue from shipment of ICs and licensing of its technologies to customers by geographical location as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 North America $ 961 $ 1,180 $ 1,783 $ 1,968 Japan 200 313 371 705 Taiwan 171 125 340 372 Rest of world 52 15 102 39 Total net revenue $ 1,384 $ 1,633 $ 2,596 $ 3,084 Customers who accounted for at least 10% of total net revenue were: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Customer A % * % % * % Customer B % % % % Customer C % % * % % Customer D % * % % % * Three customers accounted for 67% of accounts receivable, net at June 30, 2017. One customer accounted for 72% of accounts receivable, net at December 31, 2016. |
Income Tax Provision
Income Tax Provision | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Provision | |
Income Tax Provision | Note 6. Income Tax Provision The Company determines deferred tax assets and liabilities based upon the differences between the financial statement and tax bases of the Company’s assets and liabilities using tax rates in effect for the year in which the Company expects the differences to affect taxable income. A valuation allowance is established for any deferred tax assets for which it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company files U.S. federal and state and foreign income tax returns in jurisdictions with varying statutes of limitations. All tax returns from 2012 to 2016 may be subject to examination by the Internal Revenue Service, California and other states. Returns filed in foreign jurisdictions may be subject to examination for the years 2008 to 2016. As of June 30, 2017, the Company has not recorded any liability for unrecognized tax benefits related to uncertain tax positions. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Stock-Based Compensation | |
Stock-Based Compensation | Note 7. Stock-Based Compensation The expense relating to stock options is recognized on a straight-line basis over the requisite service period, usually the vesting period, based on the grant-date fair value. The unamortized compensation cost, net of expected forfeitures, as of June 30, 2017 was $1.3 million related to stock options and is expected to be recognized as expense over a weighted-average period of approximately 2.0 years. The expense related to restricted stock units (RSUs) is recognized over a three-to-five year vesting period and is based on the fair value of the underlying stock on the dates of grant. The unamortized compensation cost, net of expected forfeitures, as of June 30, 2017 was $0.4 million related to RSUs and is expected to be recognized as expense over a weighted-average period of approximately 1.6 years. For the three and six months ended June 30, 2017 and 2016, there were no excess tax benefits associated with the exercise of stock options due to the Company’s loss positions. Valuation Assumptions There were no stock options granted during the three months ended June 30, 2017 or the three or six months ended June 30, 2016. The fair value of the Company’s stock options granted for the three and six months ended June 30, 2017 was estimated on the grant dates using the Black-Scholes valuation option-pricing model with the following assumptions: Six months ended June 30, 2017 Risk-free interest rate 1.6% Volatility 70.2% Expected life (years) 4.0 Dividend yield 0% The risk-free interest rate was derived from the Daily Treasury Yield Curve Rates, as published by the U.S. Department of the Treasury as of the grant date for terms equal to the expected terms of the options. The expected volatility was based on the historical volatility of the Company’s stock price over the expected term of the options. The expected term of options granted was derived from historical data based on employee exercises and post‑vesting employment termination behavior. A dividend yield of zero is applied because the Company has never paid dividends and has no intention to pay dividends in the near future. The stock‑based compensation expense recorded is adjusted based on estimated forfeiture rates. An annualized forfeiture rate has been used as a best estimate of future forfeitures based on the Company’s historical forfeiture experience. The stock‑based compensation expense will be adjusted in later periods if the actual forfeiture rate is different from the estimate. Common Stock Options and Restricted Stock A summary of the option and RSU activity under the Company’s Amended and Restated 2010 Equity Incentive Plan (the Plan) is presented below (in thousands, except exercise price): Options outstanding Weighted Shares Average Available Number of Exercise for Grant Shares Prices Balance at January 1, 2017 114 522 $ 13.88 Additional shares authorized under the Plan 50 — — Restricted stock units cancelled and returned to the Plan 5 — — Options granted (1) 1 $ 2.36 Options cancelled and returned to the Plan 15 (15) $ 6.94 Balance at March 31, 2017 183 508 $ 14.06 Restricted stock units cancelled and returned to Plan 37 — — Options cancelled and returned to Plan 172 (172) $ 10.20 Balance at June 30, 2017 392 336 $ 16.04 The Company also has awarded options to new employees outside of the Plan and may continue to do so, as material inducements to the acceptance of employment with the Company, as permitted under the Listing Rules of the Nasdaq Stock Market. These grants must be approved by the compensation committee of the board of directors, a majority of the independent directors or, below a specified share level, by an authorized executive officer. A summary of RSU activity under the Plan is presented below (in thousands, except for fair value): Weighted Average Number of Grant-Date Shares Fair Value Non-vested shares at January 1, 2017 148 $ 8.13 Vested (54) $ 11.64 Cancelled (5) $ 5.30 Non-vested shares at March 31, 2017 89 $ Cancelled (37) $ 5.75 Non-vested shares at June 30, 2017 52 $ 6.46 In the quarter ended March 31, 2017, the Company paid approximately $22,000 for employee income taxes related to net share settlement of vested RSUs. The total intrinsic value of the RSUs outstanding as of June 30, 2017 was $0.1 million. The following table summarizes significant ranges of outstanding and exercisable options as of June 30, 2017 (in thousands, except contractual life and exercise price): Options Outstanding Options Exercisable Weighted Average Remaining Weighted Weighted Contractual Average Average Aggregate Number Life Exercise Number Exercise Intrinsic Range of Exercise Price Outstanding (in Years) Price Exercisable Price value $2.36 - $7.19 29 6.86 $ 5.15 12 $ 5.30 $7.20 - $16.99 174 7.35 $ 7.20 73 $ 7.20 $17.00 - $20.49 6 2.69 $ 17.00 6 $ 17.00 $20.50 - $30.89 54 6.94 $ 20.50 45 $ 20.50 $30.90 - $46.19 67 1.94 $ 36.44 67 $ 36.44 $46.20 - $54.30 6 0.47 $ 51.45 6 $ 51.50 $2.36 - $54.30 336 6.12 $ 16.04 209 $ 20.95 $ — Vested and expected to vest 323 5.81 $ 16.38 $ — Exercisable 209 4.35 $ 20.95 $ — There were no stock options exercised during the six months ended June 30, 2017 or 2016. Employee Stock Purchase Plan In June 2010, the Company’s stockholders approved the 2010 Employee Stock Purchase Plan (ESPP). A total of 2,000,000 shares of common stock were initially reserved for issuance under the ESPP in 2010. On September 1, 2010, the Company commenced the first offering period under the ESPP. In May 2015, the Company’s stockholders approved an amendment increasing the number of shares reserved for issuance by 2,000,000 shares. The ESPP, which is intended to qualify under Section 423 of the Internal Revenue Code, is administered by the board of directors or the compensation committee of the board of directors. The ESPP provides that eligible employees may purchase up to $25,000 worth of the Company’s common stock annually over the course of two six-month offering periods. The purchase price to be paid by participants is 85% of the price per share of the Company’s common stock either at the beginning or the end of each six-month offering period, whichever is less. In February 2017, the Compensation Committee of the Board of Directors elected to suspend the ESPP plan. ESPP Plan participants were refunded their payroll contributions for the then open purchase period |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2017 | |
Convertible Notes | |
Convertible Notes | Note 8. Convertible Notes On March 14, 2016, the Company entered into a 10% Senior Secured Convertible Note Purchase Agreement (the Purchase Agreement) with the purchasers of $8,000,000 principal amount of 10% Senior Secured Convertible Notes due August 15, 2018 (the Notes), at par, in a private placement transaction effected pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended. The conversion price of the Notes is $9.00 per share and is subject to adjustment upon certain events, as set forth in the Purchase Agreement. Pursuant to a security agreement entered into by the Company, the Notes are secured by a security interest in all of the assets of the Company. The Notes bear interest at the annual rate of 10%. Accrued interest is payable semi-annually in cash or in-kind through the issuance of identical new Notes, or with a combination of the two, at the Company’s option. The Notes are noncallable and nonredeemable by the Company. The Notes are redeemable at the election of the holders if the Company experiences a fundamental change (as defined in the Notes), which generally would occur in the event (i) any person acquires beneficial ownership of shares of common stock of the Company entitling such person to exercise at least 40% of the total voting power of all of the shares of capital stock of the Company entitled to vote generally in elections of directors, (ii) an acquisition of the Company by another person through a merger or consolidation, or the sale, transfer or lease of all or substantially all of the Company’s assets, or (iii) the Company’s current directors cease to constitute a majority of the board of directors of the Company within a 12-month period, disregarding for this purpose any director who voluntarily resigns as a director or dies while serving as a director. The redemption price is 120% of the principal amount of the Note to be repurchased plus accrued and unpaid interest as of the redemption date. The conversion price of $9.00 per share of common stock shall be reset, if, prior to the maturity date, the Company sells new shares of capital stock, or other securities convertible into or exercisable for capital stock, in a financing with one or more accredited investors that yields proceeds to the Company (net of transaction fees, expenses and discounts and commission) of at least $1,000,000 at a price lower than the then applicable conversion price in effect immediately before the closing of such financing; provided that in no event shall the applicable conversion price be reset to less than $8.50 per share of common stock. The Notes are subject to anti-dilution adjustments for stock splits, stock dividends, and the like. No Note holder shall be entitled to convert such holder’s Notes if effective upon the applicable conversion date (i) the holder would have beneficial ownership of more than 9.9% of the voting capital stock of the Company as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, (with exceptions specified in the Purchase Agreement), or (ii) if the shares are being acquired or held with a purpose or effect of changing or influencing control of the Company, or in connection with or as a participant in any transaction having that purpose or effect, as determined in the sole discretion of the board of directors of the Company. There is no required sinking fund for the Notes. The Notes have not been registered for resale, and the holder(s) do not have registration rights. The Notes restrict the ability of the Company to incur any indebtedness for borrowed money, unless such indebtedness by its terms is expressly subordinated to the Notes in right of payment and to the security interest of the Note holder(s) in respect to the priority and enforcement of any security interest in property of the Company securing such new debt; provided that the Note holder(s) security interest and cash payment rights under the Notes shall be subordinate to a maximum of $5,000,000 of indebtedness for a secured accounts receivable line of credit facility provided to the Company by a bank or institutional lender; and, provided further, that in no event may the amount of indebtedness to which the security interest of the Note holder(s) is subordinated exceed the outstanding balance of accounts receivable less than 90 days old for which the Company has not recorded an allowance for doubtful accounts pledged under such credit facility. The Notes define an event of default generally as any failure by the Company to pay an amount owed under the Notes when due (subject to cure periods), a default with respect to other indebtedness of the Company resulting in acceleration of such indebtedness, the commencement of bankruptcy or insolvency proceedings, or the cessation of business. If an event of default occurs under the Notes, the holder(s) of a majority-in-interest of the outstanding principal amount of the Notes may declare the outstanding principal amount thereof to be immediately due and payable and pursue all available remedies, including taking possession of the assets of the Company and selling them to pay the amount of debt then due, plus expenses, in accordance with applicable laws and procedures. The Company incurred debt issuance costs of approximately $0.1 million, which were recorded as a debt discount and are being amortized to interest expense over the repayment period for the loan using the effective interest rate method. The interest expense related to the debt discount during the three and six months ended June 30, 2017 was approximately $11,000 and $22,000, respectively. The remaining unamortized debt discount was approximately $54,000. In August 2016, the first semi-annual interest payment was made in-kind with the issue of an additional note (Interest Note) to the Purchasers. The Interest Note has a principal amount of approximately $336,000 and has terms identical to the Notes. In February 2017, the second semi-annual interest payment was made in-kind with the issue of an additional note (Second Interest Note) to the Purchasers. The Second Interest Note has a principal amount of approximately $420,000 and has terms identical to the Notes. As of June 30, 2017, the Notes, Interest Note and Second Interest Note could be converted into a maximum of 1,030,085 shares of common stock at $8.50 per share, excluding the effects of future payments of interest in-kind. Future repayments on outstanding convertible notes payable of $8.8 million (excluding unamortized discount of approximately $54,000 as of June 30, 2017) are due in August 2018. |
Restructuring Charge
Restructuring Charge | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring Charge | |
Restructuring Charge | Note 9. Restructuring Charge In the second quarter of 2017, the Company effected a reduction in its workforce and associated operating expenses, net loss and cash burn. The Company reduced headcount by approximately 60% with the majority of the reductions occurring in its Santa Clara facility. As a result of the restructuring, the Company recorded approximately $1.0 million of charges for severance benefits and future obligations under computer-aided design software licenses. The Company expects to incur future additional charges related to this restructuring activity in the range of $0.1 million to $0.3 million, primarily in the form of severance costs, in the second half of 2017. Expenses related to the restructuring activity are included in the restructuring charges line on the condensed consolidated statements of operations and comprehensive loss. The short-term portion of the remaining liability is included in accrued expenses and other and the long-term portion in other long-term liabilities on the condensed consolidated balance sheet. Restructuring activity was as follows (in thousands): Contractual obligations Workforce and other reduction termination costs Total Balance as of March 31, 2017 $ — $ — $ — Restructuring charge 408 594 1,002 Cash payments (408) (10) (418) Balance as of June 30, 2017 $ — $ 584 $ 584 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events | |
Subsequent Events | Note 10. Subsequent Event On June 30, 2017, the Company entered into a Securities Purchase Agreement with certain institutional investors (the “Purchasers”), pursuant to which the Company sold to the Purchasers, in a registered direct offering, an aggregate of 1,325,000 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”) at a negotiated purchase price of $1.70 per share, for aggregate gross proceeds to the Company of approximately $2,252,500, before deducting fees to the placement agent and other estimated offering expenses payable by the Company. The Shares were offered by the Company pursuant to an effective shelf registration statement on Form S-3 (No. 333-19799). The registered direct offering was completed in July 2017. In a concurrent private placement, the Company also sold to each of the Purchasers a warrant to purchase one half of a share of the Common Stock for each Share purchased for cash in the offering, pursuant to a Common Stock Purchase Warrant, by and between the Company and each Purchaser (each, a “Warrant,” and collectively, the “Warrants”) representing in the aggregate rights to purchase 662,500 shares of common stock at the exercise price. The Warrants will be exercisable beginning on the six-month anniversary of the date of issuance (the “Initial Exercise Date”) at an exercise price of $2.35 per share and will expire on the five-year anniversary of the Initial Exercise Date. The exercise price and number of Warrant Shares will be subject to adjustment in the event of any stock dividend or split, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Warrants. The Warrants will be exercisable on a “cashless” basis if at any time after the six month anniversary there is not an effective registration statement for the resale of the Warrant Shares in place, or there is not a current resale prospectus then available. |
The Company and Summary of Si16
The Company and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
The Company and Summary of Significant Accounting Policies | |
Liquidity | Liquidity The Company incurred a net loss of $8.4 million for the six months ended June 30, 2017 and had an accumulated deficit of $222.4 million as of June 30, 2017. In addition, the Company incurred net losses of approximately $32.0 million and $31.5 million for the years ended December 31, 2016 and 2015, respectively. These and prior year losses have resulted in significant negative cash flows for almost a decade and have required the Company to raise substantial amounts of additional capital. To date, the Company has primarily financed its operations through multiple offerings of common stock to investors and affiliates, as well as asset sale transactions. In March 2016, the Company entered into a 10% Senior Secured Convertible Note Purchase Agreement with the purchasers of $8.0 million principal amount of 10% Senior Secured Convertible Notes due August 15, 2018 (the Notes), at par, in a private placement transaction. The Notes bear interest at the annual rate of 10%. Accrued interest is payable semi-annually in cash or in-kind through the issuance of identical new Notes, or with a combination of the two, at the Company’s option. Since issuance of the Notes, the Company has made the interest payments in-kind through the issuance of additional notes totaling approximately $0.8 million. Further, the Notes restrict the ability of the Company to incur any indebtedness for borrowed money, unless such indebtedness by its terms is expressly subordinated to the Notes in right of payment and to the security interest of the Note holder(s) in respect to the priority and enforcement of any security interest in property of the Company securing such new debt; provided that the Note holder(s) security interest and cash payment rights under the Notes shall be subordinate to a maximum of $5 million of indebtedness for a secured accounts receivable line of credit facility under certain conditions (See Note 8). The Company expects to continue to incur operating losses for the foreseeable future as it secures customers for and continues to invest in the commercialization of its IC products. The Company will need to increase revenues substantially beyond levels that it has attained in the past in order to generate sustainable operating profit and sufficient cash flows to continue doing business without raising additional capital from time to time. As a result of the Company’s expected operating losses and cash burn for the foreseeable future, recurring losses from operations, and the need to repay the Notes and accrued interest in 2018, if the Company is unable to raise sufficient capital through additional debt or equity arrangements, there will be uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern within one year from the date of issuance of these condensed consolidated financial statements. These condensed consolidated financial statements do not include any adjustments that might result from this uncertainty. There can be no assurance that such additional capital, whether in the form of debt or equity financing, will be sufficient or available and, if available, that such capital will be offered on terms and conditions acceptable to the Company. As further discussed in Note 9, in April 2017, the Company effected a reduction in its workforce and associated operating expenses, net loss and cash burn as part of its efforts to sustain its business. The Company will primarily focus its resources on producing and selling its Bandwidth Engine products, and will substantially curtail new product development. If the Company is unsuccessful in these efforts, it will need to implement additional cost reduction strategies, which could further affect its near- and long-term business plan. These efforts may include, but are not limited to, further reducing headcount and curtailing business activities. |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Company’s fiscal year ends on December 31 of each calendar year. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses recognized during the reported period. Actual results could differ from those estimates. |
Cash Equivalents and Investments | Cash Equivalents and Investments The Company has invested its excess cash in money market accounts, certificates of deposit, commercial paper, corporate debt, government-sponsored enterprise bonds and municipal bonds and considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Investments with original maturities greater than three months and remaining maturities less than one year are classified as short-term investments. Investments with remaining maturities greater than one year are classified as long-term investments. Management generally determines the appropriate classification of securities at the time of purchase. All securities are classified as available-for-sale. The Company’s available-for-sale short-term investments are carried at fair value, with the unrealized holding gains and losses reported in accumulated other comprehensive loss. Realized gains and losses and declines in the value judged to be other than temporary are included in the other income, net line item in the condensed consolidated statements of operations and comprehensive loss. The cost of securities sold is based on the specific identification method. |
Fair Value Measurements | Fair Value Measurements The Company measures the fair value of financial instruments using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: Level 1— Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date. Level 2— Pricing is provided by third party sources of market information obtained through the Company’s investment advisors, rather than models. The Company does not adjust for, or apply, any additional assumptions or estimates to the pricing information it receives from advisors. The Company’s Level 2 securities include cash equivalents and available-for-sale securities, which consist primarily of certificates of deposit, corporate debt, and government agency and municipal debt securities from issuers with high-quality credit ratings. The Company’s investment advisors obtain pricing data from independent sources, such as Standard & Poor’s, Bloomberg and Interactive Data Corporation, and rely on comparable pricing of other securities because the Level 2 securities are not actively traded and have fewer observable transactions. The Company considers this the most reliable information available for the valuation of the securities. Level 3— Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment are used to measure fair value. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. The determination of fair value for Level 3 investments and other financial instruments involves the most management judgment and subjectivity. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure that its trade receivables balances are not overstated due to uncollectibility. The Company performs ongoing customer credit evaluations within the context of the industry in which it operates and generally does not require collateral from its customers. A specific allowance of up to 100% of the invoice value is provided for any problematic customer balances. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The Company grants credit only to customers deemed creditworthy in the judgment of management. There was no allowance for doubtful accounts receivable at either June 30, 2017 or December 31, 2016. |
Inventory | Inventory The Company values its inventories at the lower of cost, which approximates actual cost on a first-in, first-out basis, or net realizable value. The Company records inventory reserves for estimated obsolescence or unmarketable inventories based upon assumptions about future demand and market conditions. Once a reserve is established, it is maintained until the product to which it relates is sold or otherwise disposed of. If actual market conditions are less favorable than those expected by management, additional adjustment to inventory valuation may be required. Charges for obsolete and slow moving inventories are recorded based upon an analysis of specific identification of obsolete inventory items and quantification of slow moving inventory items. The Company recorded no inventory write-downs during the three or six months ended June 30, 2017 or 2016. |
Revenue Recognition | Revenue Recognition General The Company generates revenue from the sales of IC products and licensing of its IP. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery or performance has occurred, the sales price is fixed or determinable, and collectibility is reasonably assured. Evidence of an arrangement generally consists of signed agreements or customer purchase orders. IC products The Company sells products both directly to customers, as well as through distributors. Revenue from sales directly to customers is generally recognized at the time of shipment. The Company may record an estimated allowance, at the time of shipment, for future returns and other charges against revenue consistent with the terms of sale. IC product revenue and costs relating to sales made through distributors with rights of return or stock rotation are generally deferred until the distributors sell the product to end customers due to the Company’s inability to estimate future returns and credits to be issued. Distributors are generally able to return up to 10% of their purchases for slow, non-moving or obsolete inventory for credit every six months. At the time of shipment to distributors, an accounts receivable for the selling price is recorded, as there is a legally enforceable right to receive payment, and inventory is relieved, as legal title to the inventory is transferred upon shipment. Revenues are recognized upon receiving notification from the distributors that products have been sold to end customers. Distributors provide information regarding products and quantity, end customer shipments and remaining inventory on hand. The associated deferred margin is included in the accrued expenses and other line item in the condensed consolidated balance sheets. Royalty The Company’s licensing contracts typically provide for royalties based on the licensee’s use of the Company’s memory technology in their currently shipping commercial products. The Company recognizes royalties in the quarter in which it receives the licensee’s report. |
Cost of Net Revenue | Cost of Net Revenue Cost of net revenue consists primarily of direct and indirect costs of IC product sales and engineering personnel costs directly related to maintenance and support services specified in licensing agreements. Maintenance and support typically include engineering support to assist in the commencement of production of a licensee’s products. |
Goodwill | Goodwill In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-04, Simplifying the Test for Goodwill Impairment , which eliminates step 2, the computation of the implied fair value of goodwill to determine the amount of impairment, from the goodwill impairment test. In computing the implied fair value of goodwill for step 2 under current accounting standards, the Company calculates the fair value of its assets and liabilities (including unrecognized assets and liabilities) as if acquired or assumed in a business combination. Under the amendments in this update, the Company will determine the amount of goodwill impairment, by comparing the step 1 fair value of the reporting unit with its carrying amount. To the extent the carrying value of a reporting unit exceeds its step 1 fair value, a goodwill impairment charge is recognized. ASU No. 2017-04 is effective for the Company for annual and interim impairment tests beginning January 1, 2020 with early adoption permitted. The Company has elected to early adopt the new standard effective January 1, 2017, because the ASU significantly simplifies the evaluation of goodwill for impairment. The impact of this standard for the Company will depend on the outcomes of future goodwill impairment tests. The Company reviews goodwill for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company first assesses qualitative factors to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than the carrying amount as a basis for determining whether it is necessary to perform the step one impairment test. If the qualitative assessment warrants further analysis, the Company compares the step one fair value of the reporting unit to its carrying value. The step one fair value of the reporting unit is determined using the market approach. If the fair value of the reporting unit exceeds the carrying value of net assets of the reporting unit, goodwill is not impaired. If the carrying value of the reporting unit’s goodwill exceeds its step one fair value, then the Company must record an impairment charge equal to the difference. As of June 30, 2017, the Company’s fair value exceeded its carrying value of net assets and, as such, there was no impairment of goodwill. The Company has determined that it has a single reporting unit for purposes of performing its goodwill impairment test. As the Company uses the market approach to determine the step one fair value, the price of its common stock is an important component of the fair value calculation. If the Company’s stock price continues to experience significant price and volume fluctuations, this will impact the fair value of the reporting unit, which can lead to potential impairment in future periods. |
Reverse stock split | Reverse Stock Split On February 14, 2017, the Company filed a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a one-for-ten reverse stock split of the Company’s shares of common stock. Such amendment and ratio were previously approved by the Company’s stockholders and board of directors, respectively. On February 16, 2017, the Company effected the one-for-ten reverse stock split. As a result of the reverse stock split, every ten shares of the Company’s pre-reverse split outstanding common stock was combined and reclassified into one share of common stock. Proportionate voting rights and other rights of common stock holders were not affected by the reverse stock split. No fractional shares were issued in connection with the reverse stock split; stockholders who would otherwise hold a fractional share of common stock received cash in an amount equal to the product obtained by multiplying (i) the closing sale price of the Company’s common stock on the effective date of the reverse stock split, by (ii) the number of shares of the Company’s common stock held by the stockholder that would otherwise have been exchanged for the fractional share interest. All stock options and restricted stock units outstanding and common stock reserved for issuance under the Company’s equity incentive plans immediately prior to the reverse stock split were adjusted by dividing the number of affected shares of common stock by 10 and, as applicable, multiplying the exercise price by 10, as a result of the reverse stock split. The common stock par value was adjusted to $0.001 in conjunction with the reverse stock split. |
Per Share Amounts | Per Share Amounts Basic net loss per share is computed by dividing net loss for the period by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share gives effect to all potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of incremental shares of common stock issuable upon the exercise of stock options, vesting of stock awards and purchases under the employee stock purchase plan. The following table sets forth securities outstanding which were excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive (in thousands): June 30, June 30, 2017 2016 Options outstanding to purchase common stock 336 659 Employee stock purchase plan — 35 Unvested restricted common stock units 52 11 Convertible debt 973 889 Total 1,361 1,594 |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes unrealized gains and losses on available-for-sale securities. Realized gains and losses on available-for-sale securities are reclassified from accumulated other comprehensive loss and included in other income, net in the condensed consolidated statements of operations and comprehensive loss. All amounts recorded in the three and six months ended June 30, 2017 and 2016 were not considered significant. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs are capitalized and amortized to interest expense using the effective interest method. Unamortized debt issuances costs are presented in the condensed consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability and accounted for as debt discounts. |
The Company and Summary of Si17
The Company and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
The Company and Summary of Significant Accounting Policies | |
Schedule of securities outstanding which were excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive. | The following table sets forth securities outstanding which were excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive (in thousands): June 30, June 30, 2017 2016 Options outstanding to purchase common stock 336 659 Employee stock purchase plan — 35 Unvested restricted common stock units 52 11 Convertible debt 973 889 Total 1,361 1,594 |
Fair Value of Financial Instr18
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value of Financial Instruments | |
Schedule of estimated fair values of financial instruments outstanding | The estimated fair values of financial instruments outstanding were (in thousands): June 30, 2017 Unrealized Unrealized Fair Cost Gains Losses Value Cash and cash equivalents $ 2,743 $ — $ — $ 2,743 December 31, 2016 Unrealized Unrealized Fair Cost Gains Losses Value Cash and cash equivalents $ 8,766 $ — $ — $ 8,766 Short-term investments: U.S. government-sponsored enterprise bonds $ 762 $ — $ — $ 762 Corporate notes 240 — — 240 Total short-term investments $ 1,002 $ — $ — $ 1,002 |
Schedule of fair value hierarchy for financial assets (cash equivalents and investments) | The following table represents the Company’s fair value hierarchy for its financial assets (cash equivalents and investments) as of June 30, 2017 and December 31, 2016 (in thousands): June 30, 2017 Fair Value Level 1 Level 2 Level 3 Money market funds $ 1,018 $ — $ 1,018 $ — December 31, 2016 Fair Value Level 1 Level 2 Level 3 Money market funds $ 84 $ 84 $ — $ — U.S. government-sponsored enterprise bonds 3,767 — 3,767 — Municipal bonds 4,027 — 4,027 — Corporate notes 480 — 480 — Total assets $ 8,358 $ 84 $ 8,274 $ — |
Balance Sheet Detail (Tables)
Balance Sheet Detail (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Balance Sheet Detail | |
Schedule of inventory | June 30, December 31, 2017 2016 (in thousands) Inventories: Work-in-process $ 858 $ 1,270 Finished goods 190 181 $ 1,048 $ 1,451 |
Schedule of identifiable intangible assets | Identifiable intangible assets relating to a patent license were (dollar amounts in thousands): June 30, 2017 Gross Net Life Carrying Accumulated Carrying (years) Amount Amortization Amount Patent license $ 780 $ 613 $ 167 December 31, 2016 Gross Net Life Carrying Accumulated Carrying (years) Amount Amortization Amount Patent license $ 780 $ 557 $ 223 |
Business Segments, Concentrat20
Business Segments, Concentration of Credit Risk and Significant Customers (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Business Segments, Concentration of Credit Risk and Significant Customers | |
Schedule of revenue from licensing technologies and shipment of ICs to customers by geographical location: | The Company recognized revenue from shipment of ICs and licensing of its technologies to customers by geographical location as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 North America $ 961 $ 1,180 $ 1,783 $ 1,968 Japan 200 313 371 705 Taiwan 171 125 340 372 Rest of world 52 15 102 39 Total net revenue $ 1,384 $ 1,633 $ 2,596 $ 3,084 |
Schedule of customers who accounted for at least 10% of total net revenue | Customers who accounted for at least 10% of total net revenue were: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Customer A % * % % * % Customer B % % % % Customer C % % * % % Customer D % * % % % * |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Stock-Based Compensation | |
Schedule of assumptions used in estimation of fair value of the share-based payment awards on the grant date | Six months ended June 30, 2017 Risk-free interest rate 1.6% Volatility 70.2% Expected life (years) 4.0 Dividend yield 0% |
Summary of option and RSU activity under Amended and Restated 2000 Stock Option and Equity Incentive Plan and Amended and Restated 2010 Equity Incentive Plan | Options outstanding Weighted Shares Average Available Number of Exercise for Grant Shares Prices Balance at January 1, 2017 114 522 $ 13.88 Additional shares authorized under the Plan 50 — — Restricted stock units cancelled and returned to the Plan 5 — — Options granted (1) 1 $ 2.36 Options cancelled and returned to the Plan 15 (15) $ 6.94 Balance at March 31, 2017 183 508 $ 14.06 Restricted stock units cancelled and returned to Plan 37 — — Options cancelled and returned to Plan 172 (172) $ 10.20 Balance at June 30, 2017 392 336 $ 16.04 |
Summary of RSU activity under the Plans | A summary of RSU activity under the Plan is presented below (in thousands, except for fair value): Weighted Average Number of Grant-Date Shares Fair Value Non-vested shares at January 1, 2017 148 $ 8.13 Vested (54) $ 11.64 Cancelled (5) $ 5.30 Non-vested shares at March 31, 2017 89 $ Cancelled (37) $ 5.75 Non-vested shares at June 30, 2017 52 $ 6.46 |
Summary of significant ranges of outstanding and exercisable options | The following table summarizes significant ranges of outstanding and exercisable options as of June 30, 2017 (in thousands, except contractual life and exercise price): Options Outstanding Options Exercisable Weighted Average Remaining Weighted Weighted Contractual Average Average Aggregate Number Life Exercise Number Exercise Intrinsic Range of Exercise Price Outstanding (in Years) Price Exercisable Price value $2.36 - $7.19 29 6.86 $ 5.15 12 $ 5.30 $7.20 - $16.99 174 7.35 $ 7.20 73 $ 7.20 $17.00 - $20.49 6 2.69 $ 17.00 6 $ 17.00 $20.50 - $30.89 54 6.94 $ 20.50 45 $ 20.50 $30.90 - $46.19 67 1.94 $ 36.44 67 $ 36.44 $46.20 - $54.30 6 0.47 $ 51.45 6 $ 51.50 $2.36 - $54.30 336 6.12 $ 16.04 209 $ 20.95 $ — Vested and expected to vest 323 5.81 $ 16.38 $ — Exercisable 209 4.35 $ 20.95 $ — |
Restructuring Charge (Tables)
Restructuring Charge (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring Charge | |
Summary of restructuring charges | In the second quarter of 2017, the Company effected a reduction in its workforce and associated operating expenses, net loss and cash burn. The Company reduced headcount by approximately 60% with the majority of the reductions occurring in its Santa Clara facility. As a result of the restructuring, the Company recorded approximately $1.0 million of charges for severance benefits and future obligations under computer-aided design software licenses. The Company expects to incur future additional charges related to this restructuring activity in the range of $0.1 million to $0.3 million, primarily in the form of severance costs, in the second half of 2017. Expenses related to the restructuring activity are included in the restructuring charges line on the condensed consolidated statements of operations and comprehensive loss. The short-term portion of the remaining liability is included in accrued expenses and other and the long-term portion in other long-term liabilities on the condensed consolidated balance sheet. Restructuring activity was as follows (in thousands): Contractual obligations Workforce and other reduction termination costs Total Balance as of March 31, 2017 $ — $ — $ — Restructuring charge 408 594 1,002 Cash payments (408) (10) (418) Balance as of June 30, 2017 $ — $ 584 $ 584 |
The Company and Summary of Si23
The Company and Summary of Significant Accounting Policies (Details) $ / shares in Units, shares in Thousands | Feb. 16, 2017$ / shares | Mar. 14, 2016USD ($) | Mar. 31, 2016USD ($) | Jun. 30, 2017USD ($)$ / shares | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)item$ / sharesshares | Jun. 30, 2016USD ($)shares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($) |
Number of IC product lines developed | item | 2 | ||||||||
Speed per second of high-speed interface technology of Bandwidth Engine ICs (in giga per second) | item | 10 | ||||||||
Net loss | $ (3,994,000) | $ (6,004,000) | $ (8,399,000) | $ (12,869,000) | $ 32,000,000 | $ 31,500,000 | |||
Accumulated deficit | $ (222,419,000) | (222,419,000) | $ (214,020,000) | ||||||
Interest payments in-kind through the issuance of additional notes | $ 430,000 | 233,000 | |||||||
Reverse stock split | 10 | ||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Maximum specific allowance as percentage of invoice value for problematic customer balances | 100.00% | 100.00% | |||||||
Allowance for doubtful accounts receivable | $ 0 | $ 0 | $ 0 | ||||||
Inventory reserves | $ 0 | $ 0 | 0 | $ 0 | |||||
Impairment of goodwill | $ 0 | ||||||||
Threshold purchase return percentage by distributors for slow, non-moving or obsolete inventory | 10.00% | ||||||||
Specified period for return of threshold percentage of purchases by distributors for slow, non-moving or obsolete inventory | 6 months | ||||||||
Per Share Amounts | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 1,361 | 1,594 | |||||||
Options | |||||||||
Per Share Amounts | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 336 | 659 | |||||||
Employee stock purchase plan | |||||||||
Per Share Amounts | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 35 | ||||||||
Unvested restricted common stock units | |||||||||
Per Share Amounts | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 52 | 11 | |||||||
Convertible debt | |||||||||
Per Share Amounts | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 973 | 889 | |||||||
Senior Secured Convertible Notes due August 15 2018 | |||||||||
Stated interest rate (as a percent) | 10.00% | 10.00% | |||||||
Aggregate principal amount | $ 8,000,000 | $ 8,000,000 | |||||||
Interest payments in-kind through the issuance of additional notes | $ 800,000 | ||||||||
Maximum amount of indebtedness subordinated by security interest and cash payment rights under debt instruments | $ 5,000,000 | $ 5,000,000 |
Fair Value of Financial Instr24
Fair Value of Financial Instruments - Financial Instruments Outstanding (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Estimated fair values of financial instruments | ||||
Cash and cash equivalents, cost | $ 2,743 | $ 8,766 | $ 10,980 | $ 5,640 |
Cash and cash equivalents, fair value | $ 2,743 | 8,766 | ||
Short-term investments. | ||||
Estimated fair values of financial instruments | ||||
Total | 1,002 | |||
Fair Value | 1,002 | |||
Short-term investments. | U.S. government-sponsored enterprise bonds | ||||
Estimated fair values of financial instruments | ||||
Total | 762 | |||
Fair Value | 762 | |||
Short-term investments. | Corporate notes | ||||
Estimated fair values of financial instruments | ||||
Total | 240 | |||
Fair Value | $ 240 |
Fair Value of Financial Instr25
Fair Value of Financial Instruments - Fair Value Hierarchy for Financial Assets (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 |
Fair value hierarchy for its financial assets | |||
Transfer of assets between Level 1 to Level 2 | $ 0 | $ 0 | |
Transfer of assets between Level 2 to Level 1 | 0 | 0 | |
Transfer of liabilities between Level 1 to Level 2 | 0 | 0 | |
Transfer of liabilities between Level 2 to Level 1 | 0 | $ 0 | |
Fair Value, Measurements, Recurring | |||
Fair value hierarchy for its financial assets | |||
Total assets | $ 8,358,000 | ||
Fair Value, Measurements, Recurring | Money market funds | |||
Fair value hierarchy for its financial assets | |||
Available-for-sale Securities | 1,018,000 | 84,000 | |
Fair Value, Measurements, Recurring | U.S. government-sponsored enterprise bonds | |||
Fair value hierarchy for its financial assets | |||
Available-for-sale Securities | 3,767,000 | ||
Fair Value, Measurements, Recurring | Corporate notes | |||
Fair value hierarchy for its financial assets | |||
Available-for-sale Securities | 480,000 | ||
Fair Value, Measurements, Recurring | Municipal Bonds | |||
Fair value hierarchy for its financial assets | |||
Available-for-sale Securities | 4,027,000 | ||
Fair Value, Measurements, Recurring | Level 1 | |||
Fair value hierarchy for its financial assets | |||
Total assets | 84,000 | ||
Fair Value, Measurements, Recurring | Level 1 | Money market funds | |||
Fair value hierarchy for its financial assets | |||
Available-for-sale Securities | 84,000 | ||
Fair Value, Measurements, Recurring | Level 2 | |||
Fair value hierarchy for its financial assets | |||
Total assets | 8,274,000 | ||
Fair Value, Measurements, Recurring | Level 2 | Money market funds | |||
Fair value hierarchy for its financial assets | |||
Available-for-sale Securities | $ 1,018,000 | ||
Fair Value, Measurements, Recurring | Level 2 | U.S. government-sponsored enterprise bonds | |||
Fair value hierarchy for its financial assets | |||
Available-for-sale Securities | 3,767,000 | ||
Fair Value, Measurements, Recurring | Level 2 | Corporate notes | |||
Fair value hierarchy for its financial assets | |||
Available-for-sale Securities | 480,000 | ||
Fair Value, Measurements, Recurring | Level 2 | Municipal Bonds | |||
Fair value hierarchy for its financial assets | |||
Available-for-sale Securities | $ 4,027,000 |
Balance Sheet Detail - Inventor
Balance Sheet Detail - Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Inventories: | ||
Work-in-process | $ 858 | $ 1,270 |
Finished goods | 190 | 181 |
Total | $ 1,048 | $ 1,451 |
Balance Sheet Detail - Intangib
Balance Sheet Detail - Intangible assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Intangible assets | ||
Net Carrying Value | $ 167 | $ 223 |
Estimated aggregate amortization expense to be recognized in future | ||
Remainder of 2017 | 100 | |
2,018 | $ 100 | |
Patent license | ||
Intangible assets | ||
Life | 7 years | 7 years |
Gross Carrying Amount | $ 780 | $ 780 |
Accumulated Amortization | 613 | 557 |
Net Carrying Value | $ 167 | $ 223 |
Business Segments, Concentrat28
Business Segments, Concentration of Credit Risk and Significant Customers - Segments/Concentration (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)segmentitem | Jun. 30, 2016USD ($) | |
Business Segments | ||||
Number of business segments | segment | 1 | |||
Number of measurements of profitability | item | 1 | |||
Total net revenue | $ 1,384 | $ 1,633 | $ 2,596 | $ 3,084 |
North America | ||||
Business Segments | ||||
Total net revenue | 961 | 1,180 | 1,783 | 1,968 |
Taiwan | ||||
Business Segments | ||||
Total net revenue | 171 | 125 | 340 | 372 |
Japan | ||||
Business Segments | ||||
Total net revenue | 200 | 313 | 371 | 705 |
Rest of world | ||||
Business Segments | ||||
Total net revenue | $ 52 | $ 15 | $ 102 | $ 39 |
Business Segments, Concentrat29
Business Segments, Concentration of Credit Risk and Significant Customers - Significant Customers (Details) - customer | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Customer A | |||||
Significant Customers | |||||
Percentage of concentration risk | 35.00% | 44.00% | |||
Customer B | |||||
Significant Customers | |||||
Percentage of concentration risk | 14.00% | 19.00% | 14.00% | 22.00% | |
Customer C | |||||
Significant Customers | |||||
Percentage of concentration risk | 11.00% | 54.00% | 50.00% | ||
Customer D | |||||
Significant Customers | |||||
Percentage of concentration risk | 10.00% | 12.00% | 11.00% | ||
Net accounts receivable | Credit concentration | One customer | |||||
Significant Customers | |||||
Percentage of concentration risk | 67.00% | 72.00% | |||
Number of customers | 3 | 3 | 1 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
May 31, 2015shares | Jun. 30, 2010USD ($)itemshares | Jun. 30, 2017USD ($) | Mar. 31, 2017shares | Jun. 30, 2016USD ($)shares | Jun. 30, 2017USD ($)shares | Jun. 30, 2016USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract] | |||||||
Options granted (in shares) | 0 | 0 | |||||
Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract] | |||||||
Unamortized compensation cost, net of expected forfeitures | $ | $ 1,300,000 | $ 1,300,000 | |||||
Weighted average expected period over which the expense is to be recognized | 2 years | ||||||
Tax benefits associated with exercise of stock options | $ | 0 | $ 0 | $ 0 | $ 0 | |||
Stock options exercised | 0 | 0 | |||||
RSU's | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract] | |||||||
Weighted average expected period over which the expense is to be recognized | 1 year 7 months 6 days | ||||||
Unamortized compensation cost for awards other than options, net of expected forfeitures | $ | 400,000 | $ 400,000 | |||||
Cash paid for employee income tax related to settlement of RSUs | $ | 22,000 | ||||||
Total intrinsic value of the restricted stock units outstanding | $ | $ 100,000 | $ 100,000 | |||||
RSU's | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract] | |||||||
Stock-based compensation expense, recognition period | 3 years | ||||||
RSU's | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract] | |||||||
Stock-based compensation expense, recognition period | 5 years | ||||||
Employee stock purchase plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract] | |||||||
Number of shares reserved for issuance | 2,000,000 | ||||||
Increase in number of shares reserved for issuance | 2,000,000 | ||||||
Number of offering periods | item | 2 | ||||||
Offering period | 6 months | ||||||
Purchase price to be paid by participants as a percentage of price per share either at the beginning or the end of each six-month offering period, whichever is less | 85.00% | ||||||
Employee stock purchase plan | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract] | |||||||
Maximum amount of shares that eligible employee may purchase annually (in dollars) | $ | $ 25,000 | ||||||
Equity Incentive Plan2010 [Member] | Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract] | |||||||
Increase in number of shares reserved for issuance | 50,000 | ||||||
Mosy Plans [Member] | Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract] | |||||||
Options granted (in shares) | 1,000 | ||||||
Shares issued in Replacement Offering | 1,000 |
Stock-Based Compensation - Valu
Stock-Based Compensation - Valuation Assumptions (Details) - Options | 6 Months Ended |
Jun. 30, 2017 | |
Assumptions used in estimation of fair value of the share-based payment awards on the grant date | |
Risk-free interest rate (as a percent) | 1.60% |
Volatility (as a percent) | 70.20% |
Expected life | 4 years |
Dividend yield (as a percent) | 0.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Option and RSU Activity (Details) - $ / shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | |
Shares Available for Grant | |||||
Options cancelled and returned to Plan (in shares) | 172,000 | ||||
Number of Shares | |||||
Options granted (in shares) | 0 | 0 | |||
Options | Mosy Plans [Member] | |||||
Shares Available for Grant | |||||
Balance at the beginning of the year (in shares) | 183,000 | 114,000 | |||
Restricted stock units cancelled and returned to Plan (in shares) | 37,000 | 5,000 | |||
Options granted (in shares) | (1,000) | ||||
Options cancelled and returned to Plan (in shares) | 15,000 | ||||
Balance at the end of the year (in shares) | 392,000 | 183,000 | |||
Number of Shares | |||||
Balance at the beginning of the period (in shares) | 508,000 | 522,000 | |||
Options granted (in shares) | 1,000 | ||||
Options cancelled and returned to Plan (in shares) | (172,000) | (15,000) | |||
Balance at the end of the period (in shares) | 336,000 | 508,000 | |||
Weighted Average Exercise Prices | |||||
Weighted-average exercise price (in dollars per share) | $ 16.04 | $ 14.06 | $ 13.88 | ||
Options granted (in dollars per share) | $ 10.20 | 2.36 | |||
Options cancelled and returned to Plan (in dollars per share) | $ 6.94 | ||||
Options | Equity Incentive Plan2010 [Member] | |||||
Shares Available for Grant | |||||
Additional shares authorized | 50,000 |
Stock-Based Compensation - Su33
Stock-Based Compensation - Summary of RSU Activity (Details) - The Plans - RSU's - $ / shares shares in Thousands | 3 Months Ended | ||
Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | |
Number of Shares | |||
Non-vested shares at the beginning of the year | 89 | 148 | |
Vested (in shares) | (54) | ||
Cancelled (in shares) | (37) | (5) | |
Non-vested shares at the end of the period | 52 | 89 | |
Weighted Average Grant-Date Fair Value | |||
Weighted average grant date fair value | $ 6.46 | $ 6.16 | $ 8.13 |
Vested (in dollars per share) | 11.64 | ||
Cancelled (in dollars per share) | $ 5.75 | $ 5.30 |
Stock-Based Compensation - Rang
Stock-Based Compensation - Ranges of Outstanding and Exercisable Options (Details) - Options shares in Thousands | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Options Outstanding | |
Vested and expected to vest, Number Outstanding | shares | 323 |
Vested and expected to vest, Weighted Average Remaining Contractual Life (in Years) | 5 years 9 months 22 days |
Vested and expected to vest, Weighted Average Exercise Price | $ 16.38 |
Exercisable, Number Outstanding | shares | 209 |
Exercisable, Weighted Average Remaining Contractual Life | 4 years 4 months 6 days |
Exercisable, Weighted Average Exercise Price | $ 20.95 |
$2.36 - $7.19 | |
Exercise price range | |
Lower range limit (in dollars per share) | 2.36 |
Upper range limit (in dollars per share) | $ 7.19 |
Options Outstanding | |
Number Outstanding (in shares) | shares | 29 |
Weighted Average Remaining Contractual Life | 6 years 10 months 10 days |
Weighted Average Exercise Price (in dollars per share) | $ 5.15 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 12 |
Weighted Average Exercise Price (in dollars per share) | $ 5.30 |
$7.20 - $16.99 | |
Exercise price range | |
Lower range limit (in dollars per share) | 7.20 |
Upper range limit (in dollars per share) | $ 16.99 |
Options Outstanding | |
Number Outstanding (in shares) | shares | 174 |
Weighted Average Remaining Contractual Life | 7 years 4 months 6 days |
Weighted Average Exercise Price (in dollars per share) | $ 7.20 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 73 |
Weighted Average Exercise Price (in dollars per share) | $ 7.20 |
$17.00 - $20.49 | |
Exercise price range | |
Lower range limit (in dollars per share) | 17 |
Upper range limit (in dollars per share) | $ 20.49 |
Options Outstanding | |
Number Outstanding (in shares) | shares | 6 |
Weighted Average Remaining Contractual Life | 2 years 8 months 9 days |
Weighted Average Exercise Price (in dollars per share) | $ 17 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 6 |
Weighted Average Exercise Price (in dollars per share) | $ 17 |
$20.50 - $30.89 | |
Exercise price range | |
Lower range limit (in dollars per share) | 20.50 |
Upper range limit (in dollars per share) | $ 30.89 |
Options Outstanding | |
Number Outstanding (in shares) | shares | 54 |
Weighted Average Remaining Contractual Life | 6 years 11 months 9 days |
Weighted Average Exercise Price (in dollars per share) | $ 20.50 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 45 |
Weighted Average Exercise Price (in dollars per share) | $ 20.50 |
$30.90 - $46.19 | |
Exercise price range | |
Lower range limit (in dollars per share) | 30.90 |
Upper range limit (in dollars per share) | $ 46.19 |
Options Outstanding | |
Number Outstanding (in shares) | shares | 67 |
Weighted Average Remaining Contractual Life | 1 year 11 months 9 days |
Weighted Average Exercise Price (in dollars per share) | $ 36.44 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 67 |
Weighted Average Exercise Price (in dollars per share) | $ 36.44 |
$46.20 - $54.30 | |
Exercise price range | |
Lower range limit (in dollars per share) | 46.20 |
Upper range limit (in dollars per share) | $ 54.30 |
Options Outstanding | |
Number Outstanding (in shares) | shares | 6 |
Weighted Average Remaining Contractual Life | 5 months 19 days |
Weighted Average Exercise Price (in dollars per share) | $ 51.45 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 6 |
Weighted Average Exercise Price (in dollars per share) | $ 51.50 |
$2.36 - $54.30 | |
Exercise price range | |
Lower range limit (in dollars per share) | 2.36 |
Upper range limit (in dollars per share) | $ 54.30 |
Options Outstanding | |
Number Outstanding (in shares) | shares | 336 |
Weighted Average Remaining Contractual Life | 6 years 1 month 13 days |
Weighted Average Exercise Price (in dollars per share) | $ 16.04 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 209 |
Weighted Average Exercise Price (in dollars per share) | $ 20.95 |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | Mar. 14, 2016 | Feb. 28, 2017 | Mar. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Aug. 31, 2016 |
Convertible Notes | ||||||||
Interest Expense | $ 223,000 | $ 213,000 | $ 447,000 | $ 247,000 | ||||
Remaining unamortized debt discount | 54,000 | 54,000 | ||||||
Maximum | ||||||||
Convertible Notes | ||||||||
Period for outstanding balance of accounts receivable has not recorded an allowance for doubtful accounts (in days) | 90 days | |||||||
Senior Secured Convertible Notes due August 15 2018 | ||||||||
Convertible Notes | ||||||||
Stated interest rate (as a percent) | 10.00% | 10.00% | ||||||
Principal amount | $ 8,000,000 | $ 8,000,000 | ||||||
Conversion price (in dollars per share) | $ 9 | |||||||
Minimum ownership percentage triggering event for redemption of notes | 40.00% | |||||||
Redemption price (as a percent) | 120.00% | |||||||
Minimum amount of shares issuable if prior to maturity date of debt instrument for resetting conversion price | $ 1,000,000 | |||||||
Maximum amount of indebtedness subordinated by security interest and cash payment rights under debt instruments | $ 5,000,000 | $ 5,000,000 | ||||||
Debt issuance costs | 100,000 | 100,000 | ||||||
Interest Expense | 11,000 | 22,000 | ||||||
Remaining unamortized debt discount | $ 54,000 | $ 54,000 | ||||||
Senior Secured Convertible Notes due August 15 2018 | Minimum | ||||||||
Convertible Notes | ||||||||
Percentage of beneficial ownership if effective upon conversion date of debt instrument | 9.90% | |||||||
Interest Note | ||||||||
Convertible Notes | ||||||||
Principal amount | $ 336,000 | |||||||
Conversion price (in dollars per share) | $ 8.50 | $ 8.50 | ||||||
Number of shares issuable if notes converted to shares of common stock | 420,000 | 1,030,085 | ||||||
Interest Note | Minimum | ||||||||
Convertible Notes | ||||||||
Conversion price (in dollars per share) | $ 8.50 | $ 8.50 |
Convertible Notes (Future Repay
Convertible Notes (Future Repayments on Convertbile Notes Payable) (Details) $ in Millions | Jun. 30, 2017USD ($) |
Convertible Notes | |
2,018 | $ 8.8 |
Restructuring Charge (Details)
Restructuring Charge (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2017 | |
Reduction in workforce, as a percent | 60.00% | |||
Restructuring charges | ||||
Restructuring charge | $ 1,002 | $ 1,002 | $ 676 | |
Cash payments | (418) | |||
Balance at the end of the period | 584 | 584 | ||
Minimum | Scenario, Forecast | ||||
Expected Cost Remaining | $ 100 | |||
Maximum | Scenario, Forecast | ||||
Expected Cost Remaining | $ 300 | |||
Workforce reduction | ||||
Restructuring charges | ||||
Restructuring charge | 408 | |||
Cash payments | (408) | |||
Contractual obligations and other termination costs | ||||
Restructuring charges | ||||
Restructuring charge | 594 | |||
Cash payments | (10) | |||
Balance at the end of the period | $ 584 | $ 584 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | |||
Jul. 31, 2017 | Jun. 30, 2017 | Feb. 16, 2017 | Dec. 31, 2016 | |
Subsequent Event | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Subsequent Event | Private placement | ||||
Subsequent Event | ||||
Warrants to purchase shares of common stock | 662,500 | |||
Warrants exercisable term | 6 months | |||
Exercise price of warrants | $ 2.35 | |||
Warrants expiration term | 5 years | |||
Subsequent Event | Securities Purchase Agreement | ||||
Subsequent Event | ||||
Number of shares issued | 1,325,000 | |||
Common stock, par value (in dollars per share) | $ 0.001 | |||
Negotiated purchase price | $ 1.70 | |||
Aggregate gross proceeds, before deducting fees to the placement agent and other estimated offering expenses | $ 2,252,500 |