Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Mar. 31, 2025 |
Mar. 31, 2024 |
Mar. 31, 2023 |
Mar. 31, 2022 |
Mar. 31, 2021 |
| Pay vs Performance Disclosure [Table] |
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| Pay vs Performance Disclosure, Table |
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Pay vs. Performance
Our executive compensation program is designed to reflect
a strong focus on pay-for-performance to align our named executive officers’ interests with those of our shareholders. As
required by Item 402(v) of Regulation
S-K, we are providing information about the relationship between executive compensation actually
paid computed in accordance with Item 402(v) of Regulation S-K and certain financial performance metrics of the Company.
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Summary
Compensation
Table Total for
PEO ($) |
Compensation
Actually Paid
to PEO2 ($) |
Average
Summary
Compensation
Table Total for
Non-PEO NEOs
($) |
Average
Compensation
Actually Paid to
Non-PEO NEOs3
($) |
Value of Initial Fixed
$100 Investment Based
on: |
Net Income
($) (in
thousands) |
Stock Price6
($) |
Fiscal
Year1 |
Company
TSR4 ($) |
Peer
Group
TSR5 ($) |
| 2025 |
1,496,653 |
2,199,487 |
1,018,051 |
1,533,120 |
23 |
332 |
(115,091) |
14.38 |
| 2024 |
890,261 |
605,312 |
527,429 |
355,588 |
19 |
264 |
(41,286) |
12.00 |
| 2023 |
1,635,508 |
613,584 |
698,916 |
469,781 |
37 |
252 |
(18,368) |
23.00 |
| 2022 |
2,526,902 |
(2,063,248) |
1,437,464 |
467,884 |
73 |
269 |
38,355 |
45.40 |
| 2021 |
2,989,619 |
9,101,583 |
919,011 |
2,232,959 |
266 |
191 |
(35,459) |
166.60 |
1Mr. Lerner served as our
Chief Executive Officer and our principal executive officer (PEO) through the entire reporting period. The named executive officers
included in the non-PEO named executive officer (NEO) average for each year are as follows:
• Fiscal
2025: Kenneth P. Gianella and Brian E. Cabrera
• Fiscal
2024: Kenneth P. Gianella, Brian E. Cabrera, Laura A. Nash, Henk Jan Spanjaard, and John Hurley
• Fiscal
year 2023: Kenneth P. Gianella, Brian E. Cabrera, John Hurley, Lewis W. Moorehead, and J. Michael Dodson
• Fiscal
year 2022: J. Michael Dodson, Brian E. Cabrera, John Hurley, and Lewis W. Moorehead
• Fiscal year 2021: J. Michael Dodson, Regan J. MacPherson,
Elizabeth P. King, and Lewis W. Moorehead
2See Table A for the explanation of adjustments to the Summary Compensation Table totals to derive CAP for Mr. Lerner as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Lerner during the applicable year. 3See Table B for the explanation of adjustments to the Summary Compensation Table totals to derive the average CAP for our non-PEO NEOs as computed in accordance with Item 402(v) of Regulation S-K. 4Represents the Company’s common stock cumulative total shareholder return (TSR) on a fixed investment of $100 over the fiscal year starting from the market close on the last trading day of fiscal year 2020 (March 31, 2020) through the end of each applicable fiscal year in the table.5Represents the cumulative TSR of the S&P 500 Technology Hardware & Peripherals Index on a fixed investment of $100 over the fiscal year starting from the market close on the last trading day of fiscal year 2020 through the end of each applicable fiscal year in the table.6In Fiscal 2025 the Committee determined that the Company’s common stock price continues to be viewed as a key metric of our business performance and aligned with long term shareholder value creation. Values listed reflect the Company’s common stock price at market close on March 31 of each fiscal year, or the last day immediately before March 31 that was an open trading day. The stock price shown for Fiscal years 2021-2024 has been adjusted to reflect the 1-share-for-20-shares reverse stock split approved by shareholders in Fiscal 2025.
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| Named Executive Officers, Footnote |
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1Mr. Lerner served as our
Chief Executive Officer and our principal executive officer (PEO) through the entire reporting period. The named executive officers
included in the non-PEO named executive officer (NEO) average for each year are as follows:
• Fiscal
2025: Kenneth P. Gianella and Brian E. Cabrera
• Fiscal
2024: Kenneth P. Gianella, Brian E. Cabrera, Laura A. Nash, Henk Jan Spanjaard, and John Hurley
• Fiscal
year 2023: Kenneth P. Gianella, Brian E. Cabrera, John Hurley, Lewis W. Moorehead, and J. Michael Dodson
• Fiscal
year 2022: J. Michael Dodson, Brian E. Cabrera, John Hurley, and Lewis W. Moorehead
• Fiscal year 2021: J. Michael Dodson, Regan J. MacPherson,
Elizabeth P. King, and Lewis W. Moorehead
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| PEO Total Compensation Amount |
[1] |
$ 1,496,653
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$ 890,261
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$ 1,635,508
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$ 2,526,902
|
$ 2,989,619
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| PEO Actually Paid Compensation Amount |
[2] |
$ 2,199,487
|
605,312
|
613,584
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(2,063,248)
|
9,101,583
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| Adjustment To PEO Compensation, Footnote |
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| PEO |
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Fiscal 2025 |
Fiscal Year 2024 |
Fiscal Year 2023 |
Fiscal Year 2022 |
Fiscal Year 2021 |
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Summary Compensation Table – Total Compensation |
(a) |
$1,496,653 |
$890,261 |
$1,635,508 |
$2,526,902 |
$2,989,619 |
| - |
(Minus) Grant Date Fair Value of Equity Awards Granted in Fiscal year |
(b) |
$(211,875) |
$(186,000) |
$(953,194) |
$(1,939,820) |
$(2,013,600) |
| + |
Plus Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in Fiscal Year |
(c) |
$539,250 |
$124,000 |
$768,870 |
$718,000 |
$4,652,000 |
| +/- |
Plus (Minus) Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years |
(d) |
$288,794 |
$(222,949) |
$(584,266) |
$(2,100,796) |
$2,418,732 |
| +/- |
Plus (Minus) Change in Fair Value as of Vesting Date for Which Application Vesting Conditions Were Satisfied During Fiscal year |
(e) |
$86,666 |
- |
$(253,333) |
$(1,267,534) |
$1,054,832 |
| - |
(Minus) Fair Value as of Prior Fiscal Year End That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
(f) |
- |
- |
- |
- |
- |
| = |
Compensation Actually Paid |
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$2,199,487 |
$605,312 |
$613,584 |
$(2,063,248) |
$9,101,583 |
| (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. |
| (b) Represents the aggregate grant date fair value of the stock awards and option awards granted to the PEO during the indicated fiscal year, computed in accordance with FASB ASC 718. |
| (c) Represents the aggregate fair value as of the indicated fiscal year-end of the PEO's outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with FASB ASC 718. |
| (d) Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by the PEO as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |
| (e) Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by the PEO that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. |
| (f) Represents the aggregate fair value as of the last day of the prior fiscal year of the PEO's stock awards and option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718. |
| (a) |
Represents
Total Compensation as reported in the Summary Compensation Table for the indicated fiscal
year. |
| (b) |
Represents
the aggregate grant date fair value of the stock awards and option awards granted to the
PEO during the indicated fiscal year, computed in accordance with FASB ASC 718. |
| (c) |
Represents
the aggregate fair value as of the indicated fiscal year-end of the PEO's outstanding and
unvested stock awards and option awards granted during such fiscal year, computed in accordance
with FASB ASC 718. |
| (d) |
Represents
the aggregate change in fair value during the indicated fiscal year of the outstanding and
unvested stock awards and option awards held by the PEO as of the last day of the indicated
fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based
vesting conditions, based on the probable outcome of such performance-based vesting conditions
as of the last day of the fiscal year. |
| (e) |
Represents
the aggregate change in fair value, measured from the prior fiscal year-end to the vesting
date, of each stock award and option award held by the PEO that was granted in a prior fiscal
year and which vested during the indicated fiscal year, computed in accordance with FASB
ASC 718. |
| (f) |
Represents
the aggregate fair value as of the last day of the prior fiscal year of the PEO's stock awards
and option awards that were granted in a prior fiscal year and which failed to meet the applicable
vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718. |
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| Non-PEO NEO Average Total Compensation Amount |
[3] |
$ 1,018,051
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527,429
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698,916
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1,437,464
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919,011
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| Non-PEO NEO Average Compensation Actually Paid Amount |
[4] |
$ 1,533,120
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355,588
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469,781
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467,884
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2,232,959
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| Adjustment to Non-PEO NEO Compensation Footnote |
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| NEO Average |
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Fiscal 2025 |
Fiscal Year 2024 |
Fiscal Year 2023 |
Fiscal Year 2022 |
Fiscal Year 2021 |
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Summary Compensation Table – Total Compensation |
(a) |
$1,018,051 |
$527,419 |
$698,916 |
$1,437,464 |
$919,011 |
| - |
(Minus) Grant Date Fair Value of Equity Awards Granted in Fiscal year |
(b) |
$(183,095) |
$(110,213) |
$(310,778) |
$(684,225) |
$(420,535) |
| + |
Plus Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in Fiscal Year |
(c) |
$452,970 |
$19,807 |
$238,218 |
$332,569 |
$966,038 |
| +/- |
Plus (Minus) Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years |
(d) |
$136,288 |
$(81,425) |
$(100,083) |
$(475,494) |
$526,285 |
| +/- |
Plus (Minus) Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal years for Which Application Vesting Conditions Were Satisfied During Fiscal year |
(e) |
$108,906 |
- |
$(56,493) |
$(142,429) |
$242,161 |
| - |
(Minus) Fair Value as of Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
(f) |
- |
- |
- |
- |
- |
| = |
Compensation Actually Paid |
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$1,533,120 |
$355,588 |
$469,781 |
$467,884 |
$2,232,959 |
| (a) Represents the average Total Compensation as reported in the Summary Compensation Table for the reported NEOs in the indicated fiscal year. |
| (b) Represents the average aggregate grant date fair value of the stock awards and option awards granted to the reported NEOs during the indicated fiscal year, computed in accordance with FASB ASC 718. |
| (c) Represents the average aggregate fair value as of the indicated fiscal year-end of the reported NEOs’ outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with FASB ASC 718. |
| (d) Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by the reported NEOs as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |
| (e) Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by the reported NEOs that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. |
| (f) Represents the average aggregate fair value as of the last day of the prior fiscal year of the reported NEOs’ stock awards and option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718. |
| (a) |
Represents
the average Total Compensation as reported in the Summary Compensation Table for the reported
NEOs in the indicated fiscal year. |
| (b) |
Represents
the average aggregate grant date fair value of the stock awards and option awards granted
to the reported NEOs during the indicated fiscal year, computed in accordance with FASB ASC
718. |
| (c) |
Represents
the average aggregate fair value as of the indicated fiscal year-end of the reported NEOs’
outstanding and unvested stock awards and option awards granted during such fiscal year,
computed in accordance with FASB ASC 718. |
| (d) |
Represents
the average aggregate change in fair value during the indicated fiscal year of the outstanding
and unvested stock awards and option awards held by the reported NEOs as of the last day
of the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject
to performance-based vesting conditions, based on the probable outcome of such performance-based
vesting conditions as of the last day of the fiscal year. |
| (e) |
Represents
the average aggregate change in fair value, measured from the prior fiscal year-end to the
vesting date, of each stock award and option award held by the reported NEOs that was granted
in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance
with FASB ASC 718. |
| (f) |
Represents
the average aggregate fair value as of the last day of the prior fiscal year of the reported
NEOs’ stock awards and option awards that were granted in a prior fiscal year and which
failed to meet the applicable vesting conditions in the indicated fiscal year, computed in
accordance with FASB ASC 718. |
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| Compensation Actually Paid vs. Total Shareholder Return |
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Compensation Actually
Paid vs. Total Shareholder Return
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| Compensation Actually Paid vs. Net Income |
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Compensation
Actually Paid vs. Net Income
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| Compensation Actually Paid vs. Company Selected Measure |
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Compensation Actually
Paid vs. Stock Price
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| Tabular List, Table |
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Tabular List of Performance Measures
While we utilize several performance measures to align executive
compensation with our performance, not all of these measures are presented in the Pay Versus Performance table shown below. We
consider achievements related to the following metrics to be the most important links between performance and the compensation
paid to our named executive officers for the most recently completed fiscal year:
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Revenue |
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Operating Expenses |
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Gross Margin |
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Adjusted EBITDA |
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Stock Price |
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| Total Shareholder Return Amount |
[5] |
$ 23
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19
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37
|
73
|
266
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| Peer Group Total Shareholder Return Amount |
[6] |
332
|
264
|
252
|
269
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191
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| Net Income (Loss) Attributable to Parent |
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$ (115,091,000)
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$ (41,286,000)
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$ (18,368,000)
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$ 38,355,000
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$ (35,459,000)
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| Company Selected Measure Amount |
[7] |
14.38
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12.00
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23.00
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45.40
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166.60
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| PEO Name |
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Mr. Lerner
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Mr. Lerner
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Mr. Lerner
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Mr. Lerner
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Mr. Lerner
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| Additional 402(v) Disclosure |
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Our executive compensation program is designed to reflect
a strong focus on pay-for-performance to align our named executive officers’ interests with those of our shareholders. As
required by Item 402(v) of Regulation
S-K, we are providing information about the relationship between executive compensation actually
paid computed in accordance with Item 402(v) of Regulation S-K and certain financial performance metrics of the Company.
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| PEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
[8] |
$ (211,875)
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$ (186,000)
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$ (953,194)
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$ (1,939,820)
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$ (2,013,600)
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| PEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
[9] |
539,250
|
124,000
|
768,870
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718,000
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4,652,000
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| PEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
[10] |
288,794
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(222,949)
|
(584,266)
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(2,100,796)
|
2,418,732
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| PEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
[11] |
86,666
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(0)
|
(253,333)
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(1,267,534)
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1,054,832
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| PEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
[12] |
(0)
|
(0)
|
(0)
|
(0)
|
(0)
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| Non-PEO NEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
[13] |
(183,095)
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(110,213)
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(310,778)
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(684,225)
|
(420,535)
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| Non-PEO NEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
[14] |
452,970
|
19,807
|
238,218
|
332,569
|
966,038
|
| Non-PEO NEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
[15] |
136,288
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(81,425)
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(100,083)
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(475,494)
|
526,285
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| Non-PEO NEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
[16] |
108,906
|
(0)
|
(56,493)
|
(142,429)
|
242,161
|
| Non-PEO NEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
[17] |
$ (0)
|
$ (0)
|
$ (0)
|
$ (0)
|
$ (0)
|
| Measure [Axis]: 1 |
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| Pay vs Performance Disclosure [Table] |
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| Measure Name |
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Revenue
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| Measure [Axis]: 2 |
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| Pay vs Performance Disclosure [Table] |
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| Measure Name |
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Operating Expenses
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| Measure [Axis]: 3 |
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| Pay vs Performance Disclosure [Table] |
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| Measure Name |
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Gross Margin
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| Measure [Axis]: 4 |
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| Pay vs Performance Disclosure [Table] |
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| Measure Name |
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Adjusted EBITDA
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| Measure [Axis]: 5 |
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| Pay vs Performance Disclosure [Table] |
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| Measure Name |
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Stock Price
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