Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 09, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | SMSI | |
Entity Registrant Name | SMITH MICRO SOFTWARE INC | |
Entity Central Index Key | 948,708 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 21,407,167 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 3,654 | $ 2,205 |
Accounts receivable, net of allowances for doubtful accounts and other adjustments of $199 (2018) and $221 (2017) | 5,355 | 5,145 |
Prepaid expenses and other current assets | 468 | 576 |
Total current assets | 9,477 | 7,926 |
Equipment and improvements, net | 1,102 | 1,229 |
Deferred tax assets, net | 404 | 404 |
Other assets | 148 | 146 |
Intangible assets, net | 423 | 487 |
Goodwill | 3,685 | 3,685 |
Total assets | 15,239 | 13,877 |
Current liabilities: | ||
Accounts payable | 1,298 | 1,333 |
Accrued payroll and benefits | 2,114 | 1,994 |
Related-party notes payable | 1,000 | |
Other accrued liabilities | 428 | 416 |
Deferred revenue | 183 | 73 |
Total current liabilities | 4,023 | 4,816 |
Non-current liabilities: | ||
Related-party notes payable, net of discount & issuance costs of $0 (2018) and $0 (2017) | 1,200 | 1,200 |
Notes payable, net of discount & issuance costs of $377 (2018) and $442 (2017) | 1,623 | 1,558 |
Warrant liability | 3,047 | |
Deferred rent | 908 | 970 |
Other long term liabilities | 708 | 766 |
Total non-current liabilities | 7,486 | 4,494 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, par value $0.001 per share; 5,000,000 shares authorized; 5,500 shares issued and outstanding at March 31, 2018 and December 31, 2017 | ||
Common stock, par value $0.001 per share; 100,000,000 shares authorized; 18,237,167 and 14,268,765 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 18 | 14 |
Additional paid-in capital | 239,179 | 237,486 |
Accumulated comprehensive deficit | (235,467) | (232,933) |
Total stockholders’ equity | 3,730 | 4,567 |
Total liabilities and stockholders' equity | $ 15,239 | $ 13,877 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Allowances for doubtful accounts receivable | $ 199 | $ 221 |
Related-party notes payable, discount & issuance costs | 0 | 0 |
Notes payable, discount & issuance costs | $ 377 | $ 442 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 5,500 | 5,500 |
Preferred stock, shares outstanding | 5,500 | 5,500 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 18,237,167 | 14,268,765 |
Common stock, shares outstanding | 18,237,167 | 14,268,765 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenues | $ 5,463 | $ 5,576 |
Cost of revenues | 1,309 | 1,283 |
Gross profit | 4,154 | 4,293 |
Operating expenses: | ||
Selling and marketing | 1,730 | 1,793 |
Research and development | 2,255 | 2,497 |
General and administrative | 2,190 | 2,189 |
Restructuring expense | 392 | |
Total operating expenses | 6,175 | 6,871 |
Operating loss | (2,021) | (2,578) |
Other expense: | ||
Interest expense, net | (171) | (284) |
Change in fair value of warrant liability | (139) | |
Other expense | (40) | (10) |
Loss before provision for income taxes | (2,371) | (2,872) |
Provision for income tax expense | 10 | 8 |
Net loss | $ (2,381) | $ (2,880) |
Net loss per share: | ||
Basic and diluted | $ (0.16) | $ (0.24) |
Weighted average shares outstanding: | ||
Basic and diluted | 15,299 | 12,163 |
Preferred dividends per share | $ 25.56 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating activities: | ||
Net loss | $ (2,381) | $ (2,880) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 207 | 234 |
Amortization of debt discounts and financing issuance costs | 65 | 130 |
Provision for doubtful accounts and other adjustments to accounts receivable | 22 | 74 |
Provision for excess and obsolete inventory | (6) | |
Stock based compensation | 164 | 446 |
Change in fair value of warrant liability | 139 | |
Change in operating accounts: | ||
Accounts receivable | (232) | 183 |
Prepaid expenses and other assets | 112 | 208 |
Accounts payable and accrued liabilities | (59) | (695) |
Deferred revenue | 110 | 586 |
Net cash used in operating activities | (1,859) | (1,714) |
Investing activities: | ||
Capital expenditures | (16) | (13) |
Net cash used in investing activities | (16) | (13) |
Financing activities: | ||
Proceeds from stock sale for employee stock purchase plan | 3 | 2 |
Proceeds from common stock offering, net of expenses | 4,462 | |
Proceeds from (repayments of) related-party short-term notes payable | (1,000) | 2,000 |
Dividends paid on preferred stock | (141) | |
Net cash provided by financing activities | 3,324 | 2,002 |
Net increase in cash and cash equivalents | 1,449 | 275 |
Cash and cash equivalents, beginning of period | 2,205 | 2,229 |
Cash and cash equivalents, end of period | 3,654 | 2,504 |
Supplemental disclosures of cash flow information: | ||
Cash paid for income taxes | 5 | 2 |
Cash paid for interest expense | 111 | $ 120 |
Supplemental schedule of non-cash financing activities: | ||
Issuance of common stock warrants in connection with stock offering | $ 2,908 |
The Company
The Company | 3 Months Ended |
Mar. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
The Company | 1. The Company Smith Micro Software, Inc. (“Smith Micro,” “Company,” “we,” “us,” and “our”) develops software to simplify and enhance the mobile experience, providing solutions to leading wireless service providers, device manufacturers, and wireless users around the world. From optimizing wireless networks to uncovering customer experience insights, and from providing visual access to wireless voicemail to ensuring family safety, our solutions enrich connected lifestyles while creating new opportunities to engage consumers via smartphones. We also provide a services platform for the Internet of Things (“IoT”) that enables comprehensive device management and firmware over-the-air (“FOTA”) updates for various types of connected devices. Our portfolio also includes a wide range of products for creating, sharing, and monetizing rich content, such as visual messaging and 2D/3D graphics applications. With this as a focus, it is Smith Micro’s mission to help our customers thrive in a connected world. |
Accounting Policies
Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Accounting Policies | 2. Accounting Policies Basis of Presentation The accompanying interim consolidated balance sheet as of March 31, 2018, and the related consolidated statements of operations and comprehensive loss and cash flows for each of the three months ended March 31, 2018 and 2017, are unaudited. The unaudited consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted. In the opinion of management, the accompanying unaudited consolidated financial statements for the periods presented reflect all adjustments, which are normal and recurring, necessary to fairly state the financial position, results of operations, and cash flows. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on March 30, 2018 and amended April 17, 2018. Intercompany balances and transactions have been eliminated in consolidation. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2018. Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue Recognition We currently report our net revenues under two operating groups: Wireless and Graphics. Generally, we recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed and determinable, and collectability is probable. We recognize revenues from sales of our software (or software that we are licensed to distribute) to our customers or end users as completed products are shipped and title passes or from royalties generated as authorized customers duplicate our software, if the other requirements are met. If the requirements are not met at the date of shipment, revenue is not recognized until these elements are known or resolved. For Wireless, we recognize revenue in several different methods beyond the method previously mentioned. First, we provide our customers a subscription service arrangement (the “Platform”). This Platform is then deployed to their customers, the end users, either directly by user or the customer initiating a download of the Platform. Our service arrangement can include the use of the software application, hosting services, and maintenance and support services for the platform. This type of arrangement is recognized on a point in time basis separately for each billing cycle (i.e. month or quarterly) based on the individual metrics within that period and results in either a fixed fee per end user or a revenue sharing arrangement based on amounts earned by our customers. Second, we provide other related services to our customers specific to hosting services, and maintenance and support services. These arrangements are recognized on a per period basis (i.e. typically month or quarterly) based on the individual arrangements agreed upon with our customers. These arrangements typically include a fixed fee for services offered within the period. Sometimes these types of services include up-front, non-refundable set-up fees. Revenue is recognized for these fees over the term of the agreement. Third, we provide a limited custom software development services for a fixed fee arrangement. This revenue is recognized based on agreed upon deliverables and milestones, when value is provided to the customer a portion of the revenue is recognized. There are no significant judgements required for this revenue. However, we do make some estimates to accrue revenue through the fiscal quarter ends. For Graphics, management reviews available retail channel information and makes a determination of a return provision for sales made to distributors and retailers based on current channel inventory levels and historical return patterns. Certain sales to distributors or retailers are made on a consignment basis. Revenue for consignment sales are not recognized until sell through to the final customer is established. Certain revenues are booked net of revenue sharing payments. Sales directly to end users are recognized upon shipment. End users have a thirty-day right of return, but such returns are reasonably estimable and have historically been minimal. We also provide technical support to our customers. Such costs have historically been insignificant. Deferred revenue represents amounts billed to customers for which revenue has not been recognized. Deferred revenue primarily consists of the unearned portion of monthly, quarterly and annually billed service fees and prepayments made by customers for a future period. Revenues on a disaggregated basis are as follows (in thousands): For the Three Months Ended March 31, 2018 2017 (unaudited) Wireless: Software $ — $ — Platform 4,227 3,601 Services 494 690 Contract 95 68 Total wireless $ 4,816 $ 4,359 Graphics: Software 647 1,217 Total revenues $ 5,463 $ 5,576 Fair Value Measurements The Company measures and discloses fair value measurements as required by FASB Accounting Standards Codification (“ASC”) Topic No. 820, Fair Value Measurements and Disclosures Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, the FASB establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: • Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets • Level 2 - Include other inputs that are directly or indirectly observable in the marketplace • Level 3 - Unobservable inputs which are supported by little or no market activity The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. As required by FASB ASC Topic No. 820, we measure our cash and cash equivalents at fair value. Our cash equivalents are classified within Level 1 by using quoted market prices utilizing market observable inputs. As required by FASB ASC Topic No. 820, we measure our warrant liability at fair value. Our warrant liability is classified within Level 3 as some of the inputs to our valuation model are either not observable quoted prices or are not derived principally from or corroborated by observable market data by correlation or other means. As required by FASB ASC Topic No. 820, we utilize quoted market prices to estimate the fair value of our fixed rate debt, when available. If quoted market prices are not available, we calculate the fair value of our fixed rate debt based on a currently available market rate, assuming the loans are outstanding through maturity and considering the collateral. In determining the current market rate for fixed rate debt, a market spread is added to the quoted yields on federal government treasury securities with similar terms to the debt. |
Going Concern Evaluation
Going Concern Evaluation | 3 Months Ended |
Mar. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Going Concern Evaluation | 3. Going Concern Evaluation In connection with preparing consolidated financial statements for the three months ended March 31, 2018, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to continue as a going concern within one year from the date that the financial statements are issued. The Company considered the following: • Operating losses for twelve consecutive quarters. • Negative cash flow from operating activities for eight consecutive quarters. Ordinarily, conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern relate to the entity’s ability to meet its obligations as they become due. The Company evaluated its ability to meet its obligations as they become due within one year from the date that the financial statements are issued by considering the following: • In May 2017, the Company raised $2.2 million of new capital in a private placement offering of its common stock. • In September 2017, the Company closed on a $5.5 million preferred stock transaction which converted $2.8 million of long and short-term debt, and raised $2.7 million of new capital. • On March 5, 2018, the Company raised $5.0 million of new capital in a private placement offering of its common stock. • On May 3, 2018, the Company raised $7.0 million of new capital in a private placement offering of its common stock. In addition to the recent capital raised, management also believes that the Company will generate enough cash from operations to satisfy its obligations for the next twelve months from the issuance date. The Company will take the following actions, if it starts to trend unfavorably to its internal profitability and cash flow projections, in order to mitigate conditions or events that would raise substantial doubt about its ability to continue as a going concern: • Raise additional funds through short-term loans. • Implement additional restructuring and cost reductions. • Raise additional capital through a private placement. • Secure a commercial bank line of credit. • Dispose of one or more product lines. • Sell or license intellectual property. |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | 4. Goodwill In accordance with FASB ASC Topic No. 350, Intangibles-Goodwill and Other |
Debt and Fair Value of Financia
Debt and Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Debt and Fair Value of Financial Instruments | 5. At March 31, 2018 and December 31, 2017, the carrying value and the aggregate fair value of the Company’s warrant liability and short- and long-term debt were as follows (in thousands): As of March 31, 2018 As of December 31, 2017 Carrying Amount Fair Value Carrying Amount Fair Value Liabilities: Warrant liability $ 3,047 $ 3,047 $ — $ — Short-term debt, related party — — 1,000 1,000 Long-term debt, related party 1,200 1,200 1,200 1,200 Long-term debt 1,623 1,623 1,558 1,558 Total liabilities $ 5,870 $ 5,870 $ 3,758 $ 3,758 The warrants were accounted for as liabilities, with changes in the fair value included in net loss for the respective periods. Because some of the inputs to our valuation model were either not observable nor derived principally from or corroborated by observable market data by correlation or other means, the warrant liability is classified as a Level 3 in the fair value hierarchy. Our stock price can be volatile and there could be material fluctuations in the value of the warrants in future periods. A roll forward of our warrant liability classified as Level 3 and measured at fair value on a recurring basis is as follows (in thousands): Balance at December 31, 2017 (audited) $ — Warrants issued 2,908 Change in fair value of warrant liability 139 Balance at March 31, 2018 (unaudited) $ 3,047 Warrant Liability As further discussed in Note 10, on March 6, 2018, the Company completed a private placement with several investors, wherein a total of 2,857,144 shares of the Company’s common stock was issued at a purchase price of $1.75 per share, with each investor also receiving a warrant to purchase up to a number of shares of Common Stock equal to the number of shares of Common Stock purchased by such investor in the Offering at an exercise price of $2.17 per share, for a total purchase price of $5,000,000. The initial fair value of the warrant liability associated with the Offering was $2.9 million, and the fair value has increased to $ 3.0 million as of March 31, 2018. All changes in the fair value of warrants will be recognized in our consolidated statements of operations until they are either exercised or expire. The warrants are not traded in an active securities market and, as such, the estimated fair value as of March 31, 2018 was determined by using an option pricing model (Black-Scholes) with the following assumptions: As of March 31, 2018 Expected term 5.50 Common stock market price $ 1.75 Risk-free interest rate 2.63 % Expected volatility 72.7 % Resulting fair value (per warrant) $ 1.04 Expected volatility is based on historical volatility. Historical volatility was computed using monthly pricing observations for recent periods that correspond to the expected term of the warrants. We believe this method produces an estimate that is representative of our expectations of future volatility over the expected term of these warrants. We currently have no reason to believe future volatility over the expected remaining life of these warrants is likely to differ materially from historical volatility. The expected life is based on the remaining contractual term of the warrants. The risk-free interest rate is the U.S. Treasury bond rate as of the valuation date. Debt On January 30, 2018, the Company entered into amendments to certain of its existing Secured Promissory Notes (the “Notes”) for the sole purpose of extending the relevant maturity dates. The Note dated August 18, 2017 issued to Steven L. Elfman and Monique P. Elfman was amended to extend the maturity date of the Note to February 11, 2018 and was subsequently repaid in full. The Note dated June 26, 2017 issued to William W. Smith, Jr. and Dieva L. Smith was amended to extend the maturity date to July 25, 2018. The Notes dated August 24, 2017 issued to Next Generation TC FBO Andrew Arno IRA 1663 and Andrew Arno were amended to extend the maturity date of each to July 25, 2018. In connection with the March 6, 2018 private placement discussed in Note 10, as a condition to closing, the following note holders further amended their existing Secured Promissory Notes for the sole purpose of extending the relevant maturity dates to March 25, 2020: (i) Secured Promissory Note dated June 26, 2017, issued to Smith and Dieva L. Smith, as amended; (ii) Secured Promissory Note dated August 24, 2017, issued to Next Generation TC FBO Andrew Arno IRA 1663, as amended; and (iii) Secured Promissory Note, dated August 24, 2017 issued to Andrew Arno, as amended. The Company evaluated the conversion of the debt under FASB ASU Topic No. 470-60, Troubled Debt Restructurings |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 6. Earnings Per Share The Company calculates earnings per share (“EPS”) as required by FASB ASC Topic No. 260, Earnings Per Share The following table sets forth the details of basic and diluted earnings per share: For the Three Months Ended March 31, 2018 2017 (unaudited, in thousands, except per share amounts) Numerator: Net loss $ (2,381 ) $ (2,880 ) Dividends paid to preferred stockholders (141 ) — Net loss available to common stockholders $ (2,522 ) $ (2,880 ) Denominator: Weighted average shares outstanding – basic 15,299 12,163 Potential common shares – options / warrants (treasury stock method) — — Weighted average shares outstanding – diluted 15,299 12,163 Shares excluded (anti-dilutive) — — Shares excluded due to an exercise price greater than weighted average stock price for the period 1,073 1,908 Net loss per common share: Basic $ (0.16 ) $ (0.24 ) Diluted $ (0.16 ) $ (0.24 ) |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 7. Stock-Based Compensation Stock Plans During the three months ended March 31, 2018, the Company granted 1,125,000 shares of restricted stock. As of March 31, 2018, there were 0.3 million shares available for future grants under the 2015 Omnibus Equity Incentive Plan. |
Segment, Customer Concentration
Segment, Customer Concentration and Geographical Information | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment, Customer Concentration and Geographical Information | 8. Segment, Customer Concentration and Geographical Information Segment Information Public companies are required to report financial and descriptive information about their reportable operating segments as required by FASB ASC Topic No. 280, Segment Reporting The Company does not separately allocate operating expenses to these business units, nor does it allocate specific assets. Therefore, business unit information reported includes only revenues. The following table shows the revenues generated by each business unit (in thousands): For the Three Months Ended March 31, 2018 2017 (unaudited) Wireless $ 4,816 $ 4,359 Graphics 647 1,217 Total revenues $ 5,463 $ 5,576 Customer Concentration Information A summary of the Company’s customers that represent 10% or more of the Company’s net revenues is as follows: For the Three Months Ended March 31, 2018 2017 (unaudited) Wireless: Sprint (& affiliates) 75.3 % 61.8 % Graphics: FastSpring 10.0 % 13.9 % The two customers listed above comprised 80% and 75% of our accounts receivable as of March 31, 2018 and 2017, respectively. Geographical Information During the three months ended March 31, 2018 and 2017, the Company operated in three geographic locations; the Americas, EMEA (Europe, the Middle East, and Africa), and Asia Pacific. Revenues, attributed to the geographic location of the customers’ bill-to address, were as follows (in thousands): For the Three Months Ended March 31, 2018 2017 (unaudited) Americas $ 5,374 $ 5,474 EMEA 30 49 Asia Pacific 59 53 Total revenues $ 5,463 $ 5,576 The Company does not separately allocate specific assets to these geographic locations. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Litigation The Company may become involved in various legal proceedings arising from its business activities. While management does not believe the ultimate disposition of these matters will have a material adverse impact on the Company’s consolidated results of operations, cash flows, or financial position, litigation is inherently unpredictable, and depending on the nature and timing of these proceedings, an unfavorable resolution could materially affect the Company’s future consolidated results of operations, cash flows, or financial position in a particular period. Other Contingent Contractual Obligations During its normal course of business, the Company has made certain indemnities, commitments, and guarantees under which it may be required to make payments in relation to certain transactions. These include: intellectual property indemnities to the Company’s customers and licensees in connection with the use, sale, and/or license of Company products; indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease; indemnities to vendors and service providers pertaining to claims based on the negligence or willful misconduct of the Company; indemnities involving the accuracy of representations and warranties in certain contracts; and, indemnities to directors and officers of the Company to the maximum extent permitted under the laws of the State of Delaware. In addition, the Company has made contractual commitments to employees providing for severance payments upon the occurrence of certain prescribed events. The Company may also issue a guarantee in the form of a standby letter of credit as security for contingent liabilities under certain customer contracts. The duration of these indemnities, commitments, and guarantees varies, and in certain cases, may be indefinite. The majority of these indemnities, commitments, and guarantees may not provide for any limitation of the maximum potential for future payments the Company could be obligated to make. The Company has not recorded any liability for these indemnities, commitments, and guarantees in the accompanying consolidated balance sheets. |
Equity Transactions
Equity Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Equity Transactions | 10. Equity Transactions On March 6, 2018, the Company completed a private placement with several investors, wherein a total of 2,857,144 shares of the Company’s common stock was issued at a purchase price of $1.75 per share, with each investor also receiving a warrant to purchase up to a number of shares of Common Stock equal to the number of shares of Common Stock purchased by such investor in the offering at an exercise price of $2.17 per share, for a total purchase price of $5,000,000 (the “Offering”). The Offering raised net cash proceeds of approximately $4,475,000 (after deducting the placement agent fee and expenses of the Offering). The Company intends to use the net cash proceeds from the Offering for working capital purposes, to fund required dividend payments, payment of principal and interest payments under short-term borrowing obligations, and payment of interest (but not principal) under long-term borrowing obligations. The Company engaged Chardan Capital Markets, LLC (“Chardan”) as placement agent for the Offering pursuant to an engagement letter agreement. The Company agreed to pay Chardan a cash placement fee equal to 8.0% of the gross proceeds of the Offering, and has issued to Chardan a warrant to purchase shares of Common Stock equal to 3.0% of the number of shares sold in the Offering (the “Chardan Warrant”). The Chardan Warrant has an exercise price of $2.365 per share, a term of 5.5 years from the closing date of the Offering, and otherwise has identical terms to the warrants issued to the investors in the Offering. In connection with the Offering, on March 5, 2018, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with investors containing customary representations and warranties. Pursuant to the terms of the Purchase Agreement, the Company agreed to use its best efforts to cause the conversion of all shares of the Company’s Series B 10% Convertible Preferred Stock (the “Series B Preferred Stock”) into shares of Common Stock pursuant to the terms of the Company’s Certificate of Designation (the “Certificate of Designation”) with respect to the Series B Preferred Stock. In connection therewith, the Company has entered into letter agreements with each of William W. Smith, Jr. (“Smith”) and Andrew Arno (“Arno”), whereby each of Smith and Arno agree to take certain action to convert the shares of Series B Preferred Stock held by them pursuant to terms outlined in the Purchase Agreement, and further agreed that their shares upon conversion shall not be subject to resale registration rights. Pursuant to the terms of the Purchase Agreement, the Company has entered into voting agreements with each of its directors, executive officers and greater than 10% stockholders, by which each such person has agreed to vote all shares of Company capital stock held by them in favor of waiving any applicable beneficial ownership threshold in the Company’s existing Certificate of Designation for the Series B Preferred Stock. The Company has outstanding warrants pursuant to an agreement entered into on September 6, 2016 with Unterberg Koller Capital Fund L.P. The Offering on March 6, 2018 caused a Triggering Event as defined in the agreement, and the warrants were repriced from an exercise price of $2.14 to $2.07. The Triggering Event charges of $11 thousand were recorded to Stockholders’ Equity during the quarter. In connection with the Company’s September 2017 offering of Series B Preferred Stock, the Company entered into a Registration Rights Agreement with investors (“Series B Stockholders”) under which the Company agreed to prepare and file a registration statement with the SEC within 30 days after closing for the purpose of registering the resale of shares of Common Stock issuable upon conversion of the Series B Preferred Stock (the “Resale Registration Statement”). The Company agreed to use its reasonable best efforts to cause the Resale Registration Statement to be declared effective by the SEC within 90 days after the closing (120 days in the event the registration statement is reviewed by the SEC) and agreed to pay liquidated damages to the Series B Stockholders if the Resale Registration Statement were not to become effective within the applicable time period. The Resale Registration Statement became effective on April 19, 2018, which was later than the specified deadline, resulting in liquidated damage payments of $48 thousand to Series B Stockholders. Certain Series B Stockholders, including without limitation, Smith and Arno, waived their rights to receive liquidated damage payments. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes We account for income taxes as required by FASB ASC Topic No. 740, Income Taxes The Company assesses whether a valuation allowance should be recorded against its deferred tax assets based on the consideration of all available evidence, using a “more likely than not” realization standard. The four sources of taxable income that must be considered in determining whether deferred tax assets will be realized are: (1) future reversals of existing taxable temporary differences (i.e., offset of gross deferred tax liabilities against gross deferred tax assets); (2) taxable income in prior carryback years, if carryback is permitted under the applicable tax law; (3) tax planning strategies; and (4) future taxable income exclusive of reversing temporary differences and carryforwards. In assessing whether a valuation allowance is required, significant weight is to be given to evidence that can be objectively verified. A significant factor in the Company’s assessment is that the Company has been in a five-year historical cumulative loss as of the end of fiscal year 2017. These facts, combined with uncertain near-term market and economic conditions, reduced the Company’s ability to rely on projections of future taxable income in assessing the realizability of its deferred tax assets. After a review of the four sources of taxable income as of December 31, 2017 (as described above), and after consideration of the Company’s continuing cumulative loss position as of December 31, 2017, the Company will continue to reserve its U.S.-based deferred tax amounts, which total $52.9 million, as of March 31, 2018. The Company is subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. Federal income tax returns of the Company are subject to IRS examination for the 2013 – 2016 tax years. State income tax returns are subject to examination for a period of three to four years after filing. The outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, the Company could be required to adjust its provision for income tax in the period such resolution occurs. We may from time to time be assessed interest or penalties by major tax jurisdictions, although any such assessments historically have been minimal and immaterial to our consolidated financial results. It is the Company’s policy to classify any interest and/or penalties in the consolidated financial statements as a component of income tax expense. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events The Company evaluates and discloses subsequent events as required by FASB ASC Topic No. 855, Subsequent Events On May 3, 2018, the Company completed a private placement with several investors, wherein a total of 3,170,000 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”) was issued at a purchase price of $2.21 per share, with each investor also receiving a warrant to purchase up to a number of shares of Common Stock equal to the number of shares of Common Stock purchased by such investor in the offering at an exercise price of $2.11 per share (the “Warrants”), for a total purchase price of approximately $7,000,000 (the “May 2018 Offering”). The May 2018 Offering raised net cash proceeds of approximately $6,300,000 (after deducting the placement agent fee and expenses of the Offering). The Company intends to use the net cash proceeds from the May 2018 Offering for working capital purposes, and to fund required dividend payments, payment of principal and interest payments under short-term borrowing obligations, and payment of interest (but not principal) under long-term borrowing obligations. The Company engaged Chardan as placement agent for the May 2018 Offering pursuant to an engagement letter agreement. The Company agreed to pay Chardan a cash placement fee equal to 7.0% of the gross proceeds of the offering. The Company also engaged Roth Capital Partners, LLC (“Roth”) as its financial advisor for the May 2018 Offering. The Company agreed to pay Roth a cash fee equal to 2.0% of the gross proceeds of the offering. In connection with the May 2018 Offering, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with investors containing customary representations and warranties. The Company and investors also entered into a Registration Rights Agreement under which the Company will prepare and file a registration statement (the “Resale Registration Statement”) with the SEC for the purpose of registering the resale of shares of Common Stock issued in the May 2018 Offering. The Company will use its reasonable best efforts to cause the Resale Registration Statement to be declared effective by the SEC within 30 days after the filing thereof (60 days in the event the registration statement is reviewed by the SEC). If the Company fails to meet the specified filing deadlines or keep the Resale Registration Statement effective, subject to certain permitted exceptions, the terms of the Registration Rights Agreement provide that the Company will be required to pay liquidated damages to the purchasers. The Company also agreed, among other things, to indemnify the selling holders under the Resale Registration Statement from certain liabilities and to pay all fees and expenses incident to the Company’s performance of or compliance with the Registration Rights Agreement. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim consolidated balance sheet as of March 31, 2018, and the related consolidated statements of operations and comprehensive loss and cash flows for each of the three months ended March 31, 2018 and 2017, are unaudited. The unaudited consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted. In the opinion of management, the accompanying unaudited consolidated financial statements for the periods presented reflect all adjustments, which are normal and recurring, necessary to fairly state the financial position, results of operations, and cash flows. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on March 30, 2018 and amended April 17, 2018. Intercompany balances and transactions have been eliminated in consolidation. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2018. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) |
Revenue Recognition | Revenue Recognition We currently report our net revenues under two operating groups: Wireless and Graphics. Generally, we recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed and determinable, and collectability is probable. We recognize revenues from sales of our software (or software that we are licensed to distribute) to our customers or end users as completed products are shipped and title passes or from royalties generated as authorized customers duplicate our software, if the other requirements are met. If the requirements are not met at the date of shipment, revenue is not recognized until these elements are known or resolved. For Wireless, we recognize revenue in several different methods beyond the method previously mentioned. First, we provide our customers a subscription service arrangement (the “Platform”). This Platform is then deployed to their customers, the end users, either directly by user or the customer initiating a download of the Platform. Our service arrangement can include the use of the software application, hosting services, and maintenance and support services for the platform. This type of arrangement is recognized on a point in time basis separately for each billing cycle (i.e. month or quarterly) based on the individual metrics within that period and results in either a fixed fee per end user or a revenue sharing arrangement based on amounts earned by our customers. Second, we provide other related services to our customers specific to hosting services, and maintenance and support services. These arrangements are recognized on a per period basis (i.e. typically month or quarterly) based on the individual arrangements agreed upon with our customers. These arrangements typically include a fixed fee for services offered within the period. Sometimes these types of services include up-front, non-refundable set-up fees. Revenue is recognized for these fees over the term of the agreement. Third, we provide a limited custom software development services for a fixed fee arrangement. This revenue is recognized based on agreed upon deliverables and milestones, when value is provided to the customer a portion of the revenue is recognized. There are no significant judgements required for this revenue. However, we do make some estimates to accrue revenue through the fiscal quarter ends. For Graphics, management reviews available retail channel information and makes a determination of a return provision for sales made to distributors and retailers based on current channel inventory levels and historical return patterns. Certain sales to distributors or retailers are made on a consignment basis. Revenue for consignment sales are not recognized until sell through to the final customer is established. Certain revenues are booked net of revenue sharing payments. Sales directly to end users are recognized upon shipment. End users have a thirty-day right of return, but such returns are reasonably estimable and have historically been minimal. We also provide technical support to our customers. Such costs have historically been insignificant. Deferred revenue represents amounts billed to customers for which revenue has not been recognized. Deferred revenue primarily consists of the unearned portion of monthly, quarterly and annually billed service fees and prepayments made by customers for a future period. Revenues on a disaggregated basis are as follows (in thousands): For the Three Months Ended March 31, 2018 2017 (unaudited) Wireless: Software $ — $ — Platform 4,227 3,601 Services 494 690 Contract 95 68 Total wireless $ 4,816 $ 4,359 Graphics: Software 647 1,217 Total revenues $ 5,463 $ 5,576 |
Fair Value Measurements | Fair Value Measurements The Company measures and discloses fair value measurements as required by FASB Accounting Standards Codification (“ASC”) Topic No. 820, Fair Value Measurements and Disclosures Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, the FASB establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: • Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets • Level 2 - Include other inputs that are directly or indirectly observable in the marketplace • Level 3 - Unobservable inputs which are supported by little or no market activity The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. As required by FASB ASC Topic No. 820, we measure our cash and cash equivalents at fair value. Our cash equivalents are classified within Level 1 by using quoted market prices utilizing market observable inputs. As required by FASB ASC Topic No. 820, we measure our warrant liability at fair value. Our warrant liability is classified within Level 3 as some of the inputs to our valuation model are either not observable quoted prices or are not derived principally from or corroborated by observable market data by correlation or other means. As required by FASB ASC Topic No. 820, we utilize quoted market prices to estimate the fair value of our fixed rate debt, when available. If quoted market prices are not available, we calculate the fair value of our fixed rate debt based on a currently available market rate, assuming the loans are outstanding through maturity and considering the collateral. In determining the current market rate for fixed rate debt, a market spread is added to the quoted yields on federal government treasury securities with similar terms to the debt. |
Going Concern Evaluation | Going Concern Evaluation In connection with preparing consolidated financial statements for the three months ended March 31, 2018, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to continue as a going concern within one year from the date that the financial statements are issued. The Company considered the following: • Operating losses for twelve consecutive quarters. • Negative cash flow from operating activities for eight consecutive quarters. Ordinarily, conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern relate to the entity’s ability to meet its obligations as they become due. The Company evaluated its ability to meet its obligations as they become due within one year from the date that the financial statements are issued by considering the following: • In May 2017, the Company raised $2.2 million of new capital in a private placement offering of its common stock. • In September 2017, the Company closed on a $5.5 million preferred stock transaction which converted $2.8 million of long and short-term debt, and raised $2.7 million of new capital. • On March 5, 2018, the Company raised $5.0 million of new capital in a private placement offering of its common stock. • On May 3, 2018, the Company raised $7.0 million of new capital in a private placement offering of its common stock. In addition to the recent capital raised, management also believes that the Company will generate enough cash from operations to satisfy its obligations for the next twelve months from the issuance date. The Company will take the following actions, if it starts to trend unfavorably to its internal profitability and cash flow projections, in order to mitigate conditions or events that would raise substantial doubt about its ability to continue as a going concern: • Raise additional funds through short-term loans. • Implement additional restructuring and cost reductions. • Raise additional capital through a private placement. • Secure a commercial bank line of credit. • Dispose of one or more product lines. • Sell or license intellectual property. |
Goodwill | Goodwill In accordance with FASB ASC Topic No. 350, Intangibles-Goodwill and Other |
Earnings Per Share | Earnings Per Share The Company calculates earnings per share (“EPS”) as required by FASB ASC Topic No. 260, Earnings Per Share The following table sets forth the details of basic and diluted earnings per share: For the Three Months Ended March 31, 2018 2017 (unaudited, in thousands, except per share amounts) Numerator: Net loss $ (2,381 ) $ (2,880 ) Dividends paid to preferred stockholders (141 ) — Net loss available to common stockholders $ (2,522 ) $ (2,880 ) Denominator: Weighted average shares outstanding – basic 15,299 12,163 Potential common shares – options / warrants (treasury stock method) — — Weighted average shares outstanding – diluted 15,299 12,163 Shares excluded (anti-dilutive) — — Shares excluded due to an exercise price greater than weighted average stock price for the period 1,073 1,908 Net loss per common share: Basic $ (0.16 ) $ (0.24 ) Diluted $ (0.16 ) $ (0.24 ) |
Segment Information | Segment Information Public companies are required to report financial and descriptive information about their reportable operating segments as required by FASB ASC Topic No. 280, Segment Reporting |
Income Taxes | We account for income taxes as required by FASB ASC Topic No. 740, Income Taxes |
Accounting Policies (Tables)
Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Revenues on Disaggregated Basis | Revenues on a disaggregated basis are as follows (in thousands): For the Three Months Ended March 31, 2018 2017 (unaudited) Wireless: Software $ — $ — Platform 4,227 3,601 Services 494 690 Contract 95 68 Total wireless $ 4,816 $ 4,359 Graphics: Software 647 1,217 Total revenues $ 5,463 $ 5,576 |
Debt and Fair Value of Financ20
Debt and Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Aggregate Fair Value and Carrying Value of Warrant Liability and Short and Long-term Debt | At March 31, 2018 and December 31, 2017, the carrying value and the aggregate fair value of the Company’s warrant liability and short- and long-term debt were as follows (in thousands): As of March 31, 2018 As of December 31, 2017 Carrying Amount Fair Value Carrying Amount Fair Value Liabilities: Warrant liability $ 3,047 $ 3,047 $ — $ — Short-term debt, related party — — 1,000 1,000 Long-term debt, related party 1,200 1,200 1,200 1,200 Long-term debt 1,623 1,623 1,558 1,558 Total liabilities $ 5,870 $ 5,870 $ 3,758 $ 3,758 |
Schedule of Roll Forward of Warrant Liability Classified as Level 3 and Measured at Fair Value on a Recurring Basis | A roll forward of our warrant liability classified as Level 3 and measured at fair value on a recurring basis is as follows (in thousands): Balance at December 31, 2017 (audited) $ — Warrants issued 2,908 Change in fair value of warrant liability 139 Balance at March 31, 2018 (unaudited) $ 3,047 |
Fair Value of Warrants Determined by Using Option Pricing Model | The warrants are not traded in an active securities market and, as such, the estimated fair value as of March 31, 2018 was determined by using an option pricing model (Black-Scholes) with the following assumptions: As of March 31, 2018 Expected term 5.50 Common stock market price $ 1.75 Risk-free interest rate 2.63 % Expected volatility 72.7 % Resulting fair value (per warrant) $ 1.04 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Details of Basic and Diluted Earnings Per Share | The following table sets forth the details of basic and diluted earnings per share: For the Three Months Ended March 31, 2018 2017 (unaudited, in thousands, except per share amounts) Numerator: Net loss $ (2,381 ) $ (2,880 ) Dividends paid to preferred stockholders (141 ) — Net loss available to common stockholders $ (2,522 ) $ (2,880 ) Denominator: Weighted average shares outstanding – basic 15,299 12,163 Potential common shares – options / warrants (treasury stock method) — — Weighted average shares outstanding – diluted 15,299 12,163 Shares excluded (anti-dilutive) — — Shares excluded due to an exercise price greater than weighted average stock price for the period 1,073 1,908 Net loss per common share: Basic $ (0.16 ) $ (0.24 ) Diluted $ (0.16 ) $ (0.24 ) |
Segment, Customer Concentrati22
Segment, Customer Concentration and Geographical Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Revenues Generated by Each Business Unit | The following table shows the revenues generated by each business unit (in thousands): For the Three Months Ended March 31, 2018 2017 (unaudited) Wireless $ 4,816 $ 4,359 Graphics 647 1,217 Total revenues $ 5,463 $ 5,576 |
Company's Customers that Represent 10% or More of Company's Net Revenues | A summary of the Company’s customers that represent 10% or more of the Company’s net revenues is as follows: For the Three Months Ended March 31, 2018 2017 (unaudited) Wireless: Sprint (& affiliates) 75.3 % 61.8 % Graphics: FastSpring 10.0 % 13.9 % |
Company Revenue in Different Geographic Locations | Revenues, attributed to the geographic location of the customers’ bill-to address, were as follows (in thousands): For the Three Months Ended March 31, 2018 2017 (unaudited) Americas $ 5,374 $ 5,474 EMEA 30 49 Asia Pacific 59 53 Total revenues $ 5,463 $ 5,576 |
Accounting Policies - Additiona
Accounting Policies - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2018Business_Unit | |
Accounting Policies [Abstract] | |
Number of operating groups | 2 |
Number of days right of return | 30 days |
Accounting Policies - Schedule
Accounting Policies - Schedule of Revenues on Disaggregated Basis (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 5,463 | $ 5,576 |
Wireless [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 4,816 | 4,359 |
Wireless [Member] | Platform [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 4,227 | 3,601 |
Wireless [Member] | Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 494 | 690 |
Wireless [Member] | Contract [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 95 | 68 |
Graphics [Member] | Software [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 647 | $ 1,217 |
Going Concern Evaluation - Addi
Going Concern Evaluation - Additional Information (Detail) - USD ($) $ in Millions | May 03, 2018 | Mar. 05, 2018 | Sep. 30, 2017 | May 31, 2017 | Mar. 31, 2018 |
Going Concern Evaluation [Line Items] | |||||
Substantial doubt about going concern, management's evaluation | In connection with preparing consolidated financial statements for the three months ended March 31, 2018, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to continue as a going concern within one year from the date that the financial statements are issued. The Company considered the following: Operating losses for twelve consecutive quarters. Negative cash flow from operating activities for eight consecutive quarters. Ordinarily, conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern relate to the entity’s ability to meet its obligations as they become due. The Company evaluated its ability to meet its obligations as they become due within one year from the date that the financial statements are issued by considering the following: In May 2017, the Company raised $2.2 million of new capital in a private placement offering of its common stock. In September 2017, the Company closed on a $5.5 million preferred stock transaction which converted $2.8 million of long and short-term debt, and raised $2.7 million of new capital. On March 5, 2018, the Company raised $5.0 million of new capital in a private placement offering of its common stock. On May 3, 2018, the Company raised $7.0 million of new capital in a private placement offering of its common stock. In addition to the recent capital raised, management also believes that the Company will generate enough cash from operations to satisfy its obligations for the next twelve months from the issuance date. | ||||
Number of consecutive period of operating losses | 36 months | ||||
Number of consecutive period of negative cash flows from operating activities | 24 months | ||||
Preferred stock transaction | $ 5.5 | ||||
Debt instrument, principal amount | 2.8 | ||||
New equity capital raised | $ 2.7 | ||||
Substantial doubt about going concern, management's plans, substantial doubt not alleviated | The Company will take the following actions, if it starts to trend unfavorably to its internal profitability and cash flow projections, in order to mitigate conditions or events that would raise substantial doubt about its ability to continue as a going concern: Raise additional funds through short-term loans. Implement additional restructuring and cost reductions. Raise additional capital through a private placement. Secure a commercial bank line of credit. Dispose of one or more product lines. Sell or license intellectual property. | ||||
Private Placement [Member] | |||||
Going Concern Evaluation [Line Items] | |||||
Common stock raised of new capital, value | $ 5 | $ 2.2 | |||
Private Placement [Member] | Subsequent Event [Member] | |||||
Going Concern Evaluation [Line Items] | |||||
Common stock raised of new capital, value | $ 7 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Goodwill impairment | $ 0 | $ 0 |
Debt and Fair Value of Financ27
Debt and Fair Value of Financial Instruments - Aggregate Fair Value and Carrying Value of Warrant Liability and Short and Long-term Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Mar. 06, 2018 | Dec. 31, 2017 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Warrant liability | $ 3,000 | $ 2,900 | |
Carrying Amount [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Warrant liability | 3,047 | ||
Short-term debt, related party | $ 1,000 | ||
Long-term debt, related party | 1,200 | 1,200 | |
Long-term debt | 1,623 | 1,558 | |
Total liabilities | 5,870 | 3,758 | |
Fair Value [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Warrant liability | 3,047 | ||
Short-term debt, related party | 1,000 | ||
Long-term debt, related party | 1,200 | 1,200 | |
Long-term debt | 1,623 | 1,558 | |
Total liabilities | $ 5,870 | $ 3,758 |
Debt and Fair Value of Financ28
Debt and Fair Value of Financial Instruments - Schedule of Roll Forward of Warrant Liability Classified as Level 3 and Measured at Fair Value on a Recurring Basis (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Change in fair value of warrant liability | $ 139 |
Ending balance | 3,047 |
Fair Value, Measurements, Recurring [Member] | Basis of Fair Value Measurements, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants issued | 2,908 |
Change in fair value of warrant liability | 139 |
Ending balance | $ 3,047 |
Debt and Fair Value of Financ29
Debt and Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) | Mar. 06, 2018 | Jan. 30, 2018 | Jan. 29, 2018 | Mar. 31, 2018 |
Debt And Fair Value Of Financial Instruments [Line Items] | ||||
Warrant liability | $ 2,900,000 | $ 3,000,000 | ||
Secured Promissory Note [Member] | Steven L. and Monique P. Elfman [Member] | ||||
Debt And Fair Value Of Financial Instruments [Line Items] | ||||
Notes due date | Feb. 11, 2018 | Aug. 18, 2017 | ||
Secured Promissory Note [Member] | William W. Smith, Jr. and Dieva L. Smith [Member] | ||||
Debt And Fair Value Of Financial Instruments [Line Items] | ||||
Notes due date | Jul. 25, 2018 | Jun. 26, 2017 | ||
Debt instrument extended maturity date | Mar. 25, 2020 | |||
Secured Promissory Note [Member] | Next Generation TC FBO Andrew Arno IRA 1663 [Member] | ||||
Debt And Fair Value Of Financial Instruments [Line Items] | ||||
Notes due date | Jul. 25, 2018 | Aug. 24, 2017 | ||
Debt instrument extended maturity date | Mar. 25, 2020 | |||
Secured Promissory Note [Member] | Andrew Arno [Member] | ||||
Debt And Fair Value Of Financial Instruments [Line Items] | ||||
Notes due date | Jul. 25, 2018 | Aug. 24, 2017 | ||
Debt instrument extended maturity date | Mar. 25, 2020 | |||
Private Placement [Member] | Common Stock [Member] | ||||
Debt And Fair Value Of Financial Instruments [Line Items] | ||||
Common shares issued in stock offering, net offering costs, shares | 2,857,144 | |||
Common stock, price per share | $ 1.75 | |||
Offering [Member] | ||||
Debt And Fair Value Of Financial Instruments [Line Items] | ||||
Gross proceeds before deducting placement agent fee and offering expenses | $ 5,000,000 | |||
Offering [Member] | Common Stock [Member] | ||||
Debt And Fair Value Of Financial Instruments [Line Items] | ||||
Common stock exercise price | $ 2.17 |
Debt and Fair Value of Financ30
Debt and Fair Value of Financial Instruments - Fair Value of Warrants Determined by Using Option Pricing Model (Detail) - Warrant Liability [Member] | 3 Months Ended |
Mar. 31, 2018$ / shares | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Expected term | 5 years 6 months |
Common stock market price | $ 1.75 |
Risk-free interest rate | 2.63% |
Expected volatility | 72.70% |
Resulting fair value (per warrant) | $ 1.04 |
Earnings Per Share - Details of
Earnings Per Share - Details of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Numerator: | ||
Net loss | $ (2,381) | $ (2,880) |
Dividends paid to preferred stockholders | (141) | |
Net loss available to common stockholders | $ (2,522) | $ (2,880) |
Denominator: | ||
Weighted average shares outstanding – basic | 15,299 | 12,163 |
Weighted average shares outstanding – diluted | 15,299 | 12,163 |
Shares excluded due to an exercise price greater than weighted average stock price for the period | 1,073 | 1,908 |
Net loss per common share: | ||
Basic | $ (0.16) | $ (0.24) |
Diluted | $ (0.16) | $ (0.24) |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2018shares | |
2015 Omnibus Equity Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares available for future grants | 300,000 |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock, granted | 1,125,000 |
Segment, Customer Concentrati33
Segment, Customer Concentration and Geographical Information - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2018Business_UnitLocation | Mar. 31, 2017Location | |
Revenue, Major Customer [Line Items] | ||
Number of primary business units | Business_Unit | 2 | |
Number of geographic locations | Location | 3 | 3 |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Sprint and Fast Spring [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration percentage | 80.00% | 75.00% |
Segment, Customer Concentrati34
Segment, Customer Concentration and Geographical Information - Revenues Generated by Each Business Unit (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue from External Customer [Line Items] | ||
Total revenues | $ 5,463 | $ 5,576 |
Wireless [Member] | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 4,816 | 4,359 |
Graphics [Member] | ||
Revenue from External Customer [Line Items] | ||
Total revenues | $ 647 | $ 1,217 |
Segment, Customer Concentrati35
Segment, Customer Concentration and Geographical Information - Company's Customers that Represent 10% or More of Company's Net Revenues (Detail) - Revenues [Member] - Customer Concentration Risk [Member] | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Wireless [Member] | Sprint and Affiliates [Member] | ||
Revenue, Major Customer [Line Items] | ||
Customer concentrating on 10% or more of net revenue | 75.30% | 61.80% |
Graphics [Member] | FastSpring [Member] | ||
Revenue, Major Customer [Line Items] | ||
Customer concentrating on 10% or more of net revenue | 10.00% | 13.90% |
Segment, Customer Concentrati36
Segment, Customer Concentration and Geographical Information - Company Revenue in Different Geographic Locations (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue from External Customer [Line Items] | ||
Total revenues | $ 5,463 | $ 5,576 |
Americas [Member] | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 5,374 | 5,474 |
EMEA [Member] | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 30 | 49 |
Asia Pacific [Member] | ||
Revenue from External Customer [Line Items] | ||
Total revenues | $ 59 | $ 53 |
Equity Transactions - Additiona
Equity Transactions - Additional Information (Detail) - USD ($) | May 03, 2018 | Apr. 19, 2018 | Mar. 06, 2018 | Mar. 05, 2018 | Mar. 31, 2018 |
Class Of Stock [Line Items] | |||||
Cash proceeds from issuance of common stock, net of offering costs | $ 4,462,000 | ||||
Preferred stock, dividend rate | 10.00% | ||||
Subsequent Event [Member] | |||||
Class Of Stock [Line Items] | |||||
Preferred stock liquidation damage payments | $ 48,000 | ||||
Warrants [Member] | |||||
Class Of Stock [Line Items] | |||||
Triggering event charges | $ 11,000 | ||||
Private Placement [Member] | Common Stock [Member] | |||||
Class Of Stock [Line Items] | |||||
Common stock, issued and sold to investors | 2,857,144 | ||||
Common stock, price per share | $ 1.75 | ||||
Private Placement [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||
Class Of Stock [Line Items] | |||||
Common stock, issued and sold to investors | 3,170,000 | ||||
Common stock, price per share | $ 2.21 | ||||
Offering [Member] | |||||
Class Of Stock [Line Items] | |||||
Gross proceeds before deducting placement agent fee and offering expenses | $ 5,000,000 | ||||
Cash proceeds from issuance of common stock, net of offering costs | $ 4,475,000 | ||||
Offering [Member] | Unterberg Koller Capital Fund L.P. [Member] | Maximum [Member] | |||||
Class Of Stock [Line Items] | |||||
Common stock exercise price | $ 2.14 | ||||
Offering [Member] | Unterberg Koller Capital Fund L.P. [Member] | Minimum [Member] | |||||
Class Of Stock [Line Items] | |||||
Common stock exercise price | 2.07 | ||||
Offering [Member] | Common Stock [Member] | |||||
Class Of Stock [Line Items] | |||||
Common stock exercise price | 2.17 | ||||
Chardan Capital Markets, LLC [Member] | |||||
Class Of Stock [Line Items] | |||||
Common stock exercise price | $ 2.365 | ||||
Percentage of gross proceeds of offering | 8.00% | ||||
Percentage of warrants to purchase shares of common stock on number of shares sold | 3.00% | ||||
Warrants term | 5 years 6 months | ||||
Chardan Capital Markets, LLC [Member] | Subsequent Event [Member] | |||||
Class Of Stock [Line Items] | |||||
Percentage of gross proceeds of offering | 7.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Millions | Mar. 31, 2018USD ($) |
Income Tax Disclosure [Abstract] | |
Reserve on US-based deferred tax amounts | $ 52.9 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | May 03, 2018 | Mar. 06, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | ||||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Cash proceeds from issuance of common stock, net of offering costs | $ 4,462,000 | |||
Chardan Capital Markets, LLC [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock exercise price | $ 2.365 | |||
Percentage of gross proceeds of offering | 8.00% | |||
Common Stock [Member] | Private Placement [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, issued and sold to investors | 2,857,144 | |||
Common stock, price per share | $ 1.75 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Resale registration statement declared description | The Company will use its reasonable best efforts to cause the Resale Registration Statement to be declared effective by the SEC within 30 days after the filing thereof (60 days in the event the registration statement is reviewed by the SEC). | |||
Subsequent Event [Member] | Private Placement [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value | $ 0.001 | |||
Subsequent Event [Member] | May 2018 Offering [Member] | ||||
Subsequent Event [Line Items] | ||||
Gross proceeds before deducting placement agent fee and offering expenses | $ 7,000,000 | |||
Cash proceeds from issuance of common stock, net of offering costs | $ 6,300,000 | |||
Subsequent Event [Member] | May 2018 Offering [Member] | Roth Capital Partners L L C | ||||
Subsequent Event [Line Items] | ||||
Percentage of gross proceeds of offering | 2.00% | |||
Subsequent Event [Member] | Chardan Capital Markets, LLC [Member] | ||||
Subsequent Event [Line Items] | ||||
Percentage of gross proceeds of offering | 7.00% | |||
Subsequent Event [Member] | Common Stock [Member] | Private Placement [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, issued and sold to investors | 3,170,000 | |||
Common stock, price per share | $ 2.21 | |||
Subsequent Event [Member] | Common Stock [Member] | May 2018 Offering [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock exercise price | $ 2.11 |