Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 13, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | EDGW | ||
Entity Registrant Name | EDGEWATER TECHNOLOGY INC/DE/ | ||
Entity Central Index Key | 1,017,968 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 13,334,719 | ||
Entity Public Float | $ 106.1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 19,693 | $ 11,981 |
Accounts receivable, net of allowance of $150 | 25,661 | 27,753 |
Prepaid expenses and other current assets | 1,208 | 704 |
Total current assets | 46,562 | 40,438 |
Property and equipment, net | 623 | 824 |
Intangible assets, net | 8,378 | 11,990 |
Goodwill | 29,983 | 29,910 |
Deferred tax assets, net | 19,031 | 24,032 |
Other assets | 228 | 230 |
Total assets | 104,805 | 107,424 |
Current liabilities: | ||
Accounts payable | 634 | 586 |
Accrued liabilities | 13,497 | 15,486 |
Short-term portion of contingent earnout consideration | 8,089 | 7,072 |
Deferred revenue | 1,811 | 2,428 |
Total current liabilities | 24,031 | 25,572 |
Revolving credit facility | 5,000 | 5,000 |
Long-term portion of contingent earnout consideration | 3,468 | |
Total liabilities | 29,031 | 34,040 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value; 2,000 shares authorized, no shares issued or outstanding | ||
Common stock, $0.01 par value; 48,000 shares authorized, 29,736 shares issued and 12,878 and 11,862 shares outstanding as of December 31, 2016 and 2015, respectively | 297 | 297 |
Paid-in capital | 207,445 | 210,324 |
Treasury stock, at cost, 16,858 and 17,874 shares at December 31, 2016 and 2015, respectively | (108,335) | (116,464) |
Accumulated other comprehensive loss | (580) | (554) |
Accumulated deficit | (23,053) | (20,219) |
Total stockholders' equity | 75,774 | 73,384 |
Total liabilities and stockholders' equity | $ 104,805 | $ 107,424 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 150 | $ 150 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 48,000,000 | 48,000,000 |
Common stock, shares issued | 29,736,000 | 29,736,000 |
Common stock, shares outstanding | 12,878,000 | 11,862,000 |
Treasury stock, shares | 16,858,000 | 17,874,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | |||
Service revenue | $ 109,459,000 | $ 98,827,000 | $ 96,604,000 |
Software revenue | 10,476,000 | 10,859,000 | 8,118,000 |
Reimbursable expenses | 6,587,000 | 7,018,000 | 8,267,000 |
Total revenue | 126,522,000 | 116,704,000 | 112,989,000 |
Cost of revenue: | |||
Project and personnel costs | 67,580,000 | 64,258,000 | 58,912,000 |
Software costs | 6,173,000 | 5,838,000 | 4,444,000 |
Reimbursable expenses | 6,587,000 | 7,018,000 | 8,267,000 |
Total cost of revenue | 80,340,000 | 77,114,000 | 71,623,000 |
Gross profit | 46,182,000 | 39,590,000 | 41,366,000 |
Operating expenses: | |||
Selling, general and administrative | 37,747,000 | 34,592,000 | 34,145,000 |
Change in fair value of contingent earnout consideration | (725,000) | ||
Direct acquisition costs | 430,000 | 1,754,000 | |
Consent solicitation expenses | 187,000 | 495,000 | 0 |
Lease abandonment charge | 400,000 | ||
Fullscope embezzlement loss recovery | (250,000) | (1,529,000) | |
Depreciation and amortization | 4,020,000 | 1,517,000 | 928,000 |
Total operating expenses | 41,659,000 | 38,108,000 | 33,944,000 |
Operating income | 4,523,000 | 1,482,000 | 7,422,000 |
Other expense, net | 2,327,000 | 2,013,000 | 181,000 |
Income (loss) before income taxes | 2,196,000 | (531,000) | 7,241,000 |
Tax provision | 5,030,000 | 3,529,000 | 3,177,000 |
Net (loss) income | (2,834,000) | (4,060,000) | 4,064,000 |
Comprehensive (loss) income: | |||
Currency translation adjustment | (26,000) | (334,000) | (66,000) |
Total comprehensive (loss) income | $ (2,860,000) | $ (4,394,000) | $ 3,998,000 |
Income (loss) per share: | |||
Basic net (loss) income per share of common stock | $ (0.23) | $ (0.35) | $ 0.37 |
Diluted net (loss) income per share of common stock | $ (0.23) | $ (0.35) | $ 0.31 |
Shares used in computing basic net (loss) income per share of common stock | 12,150 | 11,505 | 11,131 |
Shares used in computing diluted net (loss) income per share of common stock | 12,150 | 11,505 | 13,090 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Loss [Member] | Retained (Deficit) [Member] |
BALANCE at Dec. 31, 2013 | $ 68,586 | $ 297 | $ 211,852 | $ (123,186) | $ (154) | $ (20,223) |
BALANCE, Shares at Dec. 31, 2013 | 29,736,000 | (18,687,000) | ||||
Issuance of common stock related to employee stock plans | 1,900 | (2,375) | $ 4,275 | |||
Issuance of common stock related to employee stock plans, Shares | 534,000 | |||||
Repurchases of common stock | (967) | $ (967) | ||||
Repurchases of common stock, Shares | (143,000) | |||||
Share-based compensation expense | 1,512 | 1,512 | ||||
Currency translation adjustment | (66) | (66) | ||||
Net (loss) income | 4,064 | 4,064 | ||||
BALANCE at Dec. 31, 2014 | 75,029 | $ 297 | 210,989 | $ (119,878) | (220) | (16,159) |
BALANCE, Shares at Dec. 31, 2014 | 29,736,000 | (18,296,000) | ||||
Issuance of common stock related to employee stock plans | 1,488 | (2,258) | $ 3,746 | |||
Issuance of common stock related to employee stock plans, Shares | 468,000 | |||||
Repurchases of common stock | $ (332) | $ (332) | ||||
Repurchases of common stock, Shares | (46,000) | (46,000) | ||||
Share-based compensation expense | $ 1,593 | 1,593 | ||||
Currency translation adjustment | (334) | (334) | ||||
Net (loss) income | (4,060) | (4,060) | ||||
BALANCE at Dec. 31, 2015 | 73,384 | $ 297 | 210,324 | $ (116,464) | (554) | (20,219) |
BALANCE, Shares at Dec. 31, 2015 | 29,736,000 | (17,874,000) | ||||
Issuance of common stock related to employee stock plans | $ 3,964 | (4,165) | $ 8,129 | |||
Issuance of common stock related to employee stock plans, Shares | 1,016,000 | |||||
Repurchases of common stock, Shares | 0 | |||||
Share-based compensation expense | $ 1,286 | 1,286 | ||||
Currency translation adjustment | (26) | (26) | ||||
Net (loss) income | (2,834) | (2,834) | ||||
BALANCE at Dec. 31, 2016 | $ 75,774 | $ 297 | $ 207,445 | $ (108,335) | $ (580) | $ (23,053) |
BALANCE, Shares at Dec. 31, 2016 | 29,736,000 | (16,858,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net (loss) income | $ (2,834,000) | $ (4,060,000) | $ 4,064,000 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 4,202,000 | 1,708,000 | 1,142,000 |
Provision for doubtful accounts | 104,000 | 67,000 | |
Deferred income taxes | 5,001,000 | 3,137,000 | 3,102,000 |
Share-based compensation | 1,286,000 | 1,593,000 | 1,512,000 |
Excess tax benefits from stock options | (732,000) | (295,000) | (43,000) |
Lease abandonment | (400,000) | ||
(Gain) loss on disposal of fixed assets | (13,000) | (10,000) | 0 |
Accretion of contingent earnout consideration | 2,182,000 | 1,710,000 | |
Change in fair value of contingent earnout consideration | (725,000) | ||
Changes in operating accounts, net of acquisitions: | |||
Accounts receivable | 1,960,000 | 1,548,000 | (4,839,000) |
Prepaid expenses and other current assets | (504,000) | (286,000) | (119,000) |
Other assets | 3,000 | (8,000) | 44,000 |
Accounts payable | 48,000 | 100,000 | (364,000) |
Accrued liabilities | (2,647,000) | (1,697,000) | 1,867,000 |
Deferred revenue | (617,000) | (246,000) | (198,000) |
Net cash provided by operating activities | 6,714,000 | 3,261,000 | 5,768,000 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capitalization of product development costs | (40,000) | ||
Purchases of property and equipment | (377,000) | (333,000) | (220,000) |
Net cash used in investing activities | (470,000) | (24,467,000) | (260,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from employee stock purchase plans and stock option exercises | 3,964,000 | 1,488,000 | 1,900,000 |
Payment of contingent earnout consideration | (3,226,000) | ||
Borrowings under revolving credit facility | 5,000,000 | ||
Excess tax benefits from stock options | 732,000 | 295,000 | 43,000 |
Purchases of treasury stock | (332,000) | (967,000) | |
Net cash provided by financing activities | 1,470,000 | 6,451,000 | 976,000 |
Effects of exchange rates on cash | (2,000) | (32,000) | (37,000) |
Net increase (decrease) in cash and cash equivalents | 7,712,000 | (14,787,000) | 6,447,000 |
CASH AND CASH EQUIVALENTS, beginning of period | 11,981,000 | 26,768,000 | 20,321,000 |
CASH AND CASH EQUIVALENTS, end of period | 19,693,000 | 11,981,000 | 26,768,000 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||
Cash paid for interest | 102,000 | 18,000 | 16,000 |
Cash paid for income taxes | 220,000 | 208,000 | 606,000 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Issuance of restricted stock awards | 728,000 | $ 678,000 | |
Zero2Ten [Member] | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Net cash used to acquire Zero2Ten/Branchbird/M2 Dynamics | (4,643,000) | ||
Branchbird [Member] | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Net cash used to acquire Zero2Ten/Branchbird/M2 Dynamics | (2,755,000) | ||
M2 Dynamics [Member] | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Net cash used to acquire Zero2Ten/Branchbird/M2 Dynamics | $ (93,000) | $ (16,736,000) |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Nature of Business and Basis of Presentation | 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION: Edgewater Technology, Inc. helps the C-suite Classic consulting disciplines (such as business advisory, process improvement, organizational change management, M&A due diligence, and domain expertise) are blended with technical services (such as digital transformation, technical roadmaps, data and analytics services, custom development and system integration) to help organizations leverage investments in legacy IT assets to create new digital business models. The Company delivers product based consulting in both the Enterprise Performance Management (“EPM”) and Enterprise Resource Planning (“ERP”) areas both on premise and in the cloud. Within the EPM offering, our Oracle channel, Edgewater Ranzal provides Business Analytics solutions leveraging Oracle EPM, BI and Big Data technologies. Within the ERP offering, our Microsoft channel, Edgewater Fullscope delivers Dynamics AX ERP, Business Intelligence and CRM solutions primarily in the manufacturing space. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes. Basis of Presentation – The consolidated financial statements include the accounts of Edgewater and its wholly-owned subsidiaries. All intercompany transactions have been eliminated in consolidation. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company did not identify any recognizable events during this period. Use of Estimates – Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. These accounting principles require management to make certain estimates, judgments and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. These estimates, judgments and assumptions used in preparing the accompanying consolidated financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the date of the consolidated financial statements. Although the Company regularly assesses these estimates, judgments and assumptions used in preparing these consolidated financial statements, actual results could differ from those estimates. Changes in estimates are recorded in the period in which they become known. Property and Equipment – Property and equipment are stated at cost, net of accumulated depreciation and amortization. Property and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets, which range from three to ten years. Additions that extend the lives of the assets are capitalized, while repairs and maintenance costs are expensed as incurred. Product Development Costs – The Company periodically develops software modules to be used within the Microsoft Dynamics AX environment. Capitalization of qualified software development costs begins upon the establishment of technological feasibility. Amortization of capitalized software development costs, which is recorded as a component of cost of revenue, is provided on a product-by-product Impairment of Long-Lived Assets – The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Impairment is generally assessed by a comparison of cash flows expected to be generated by an asset to its carrying value. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Goodwill and Intangible Assets – Goodwill has an indefinite useful life and is not amortized but is evaluated for impairment annually (the “Annual Impairment Test”) or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Intangible assets consist primarily of non-compete The Company engages in business activities in three operating segments which also represent reporting units. The Company determined that it has three operating segments (Enterprise Performance Management (“EPM”), Enterprise Resource Planning (“ERP”) and Classic Consulting. The Company has further determined that these operating segments constitute three reporting units. The Company has three reporting units (which also constitute our operating segments) for purposes of its allocation of goodwill and performance of its impairment evaluation. Goodwill is tested for impairment annually at the reporting unit level utilizing the “fair value” methodology. The annual measurement date is December 2. Factors the Company considers important that could trigger an interim review for impairment include, but are not limited to, the following: ◾ Significant under-performance relative to historical or projected future operating results; ◾ Significant changes in the manner of its use of acquired assets or the strategy for its overall business; ◾ Significant negative industry or economic trends; ◾ Significant decline in its stock price for a sustained period; and ◾ Its market capitalization relative to net book value. Goodwill is evaluated for impairment using a two-step Revenue Recognition – Our Company recognizes revenue primarily through the provision of consulting services and the resale of third-party, off-the-shelf We recognize revenue by providing consulting services under written service contracts with our customers. The service contracts we enter into generally fall into three specific categories: time and materials, fixed-price and retainer. We consider amounts to be earned once evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable and collectability is reasonably assured. We establish billing terms at the time at which the project deliverables and milestones are agreed. Our standard payment terms are 30 days from invoice date. Out-of-pocket When a customer enters into a time and materials, fixed-price or a periodic retainer-based contract, the Company recognizes revenue in accordance with its evaluation of the deliverables in each contract. If the deliverables represent separate units of accounting, the Company then measures and allocates the consideration from the arrangement to the separate units, based on vendor specific objective evidence (“VSOE”) of the value for each deliverable. The revenue under time and materials contracts is recognized as services are rendered and performed at contractually agreed upon rates. Revenue pursuant to fixed-price contracts is recognized under the proportional performance method of accounting. We routinely evaluate whether revenue and profitability should be recognized in the current period. We estimate the proportional performance on our fixed-price contracts on a monthly basis utilizing hours incurred to date as a percentage of total estimated hours to complete the project. This method is used because reasonably dependable estimates of costs and revenue earned can be made, based on historical experience and milestones identified in any particular contract. If we do not have a sufficient basis to measure progress toward completion, revenue is recognized upon completion of performance, subject to any warranty provisions or other project management assessments as to the status of work performed. Estimates of total project costs are continually monitored during the term of an engagement. There are situations where the number of hours to complete projects may exceed our original estimate, as a result of an increase in project scope, unforeseen events that arise, or the inability of the client or the delivery team to fulfill their responsibilities. Accordingly, recorded revenues and costs are subject to revision throughout the life of a project based on current information and historical trends. Such revisions may result in increases or decreases to revenue and income and are reflected in the consolidated financial statements in the periods in which they are first identified. If our initial estimates of the resources required or the scope of work to be performed on a contract are inaccurate, or we do not manage the project properly within the planned time period, a provision for estimated losses on incomplete projects is made. Any known or probable losses on projects are charged to operations in the period in which such losses are determined. A formal project review process takes place quarterly, although projects are evaluated on an ongoing basis. Management reviews the estimated total direct costs on each contract to determine if the estimated amounts are accurate, and estimates are adjusted as needed in the period identified. No material losses were recognized on contracts during the years ended December 31, 2016, 2015 or 2014. We also perform services on a monthly retainer basis under infrastructure service contracts, which include monthly hosting and support services. Revenue under periodic retainer-based contracts is recognized ratably over the contract period, as outlined within the respective contract. In the event additional services are required, above the minimum retained or contracted amount, then such services are billed on a time and materials basis. Typically, the Company provides warranty services on its fixed-price contracts related to providing customers with the ability to have any “design flaws” remedied and/or have our Company “fix” routine defects. The warranty services, as outlined in the respective contracts, are provided for a specific period of time after a project is complete. The Company values the warranty services based upon historical labor hours incurred for similar services at standard billing rates. Revenue related to the warranty provisions within our fixed-price contracts is recognized as the services are performed or the revenue is earned. The warranty period is typically for a 30-60 Customer prepayments, even if nonrefundable, are deferred (classified as deferred revenue) and recognized over future periods as services are performed. Software revenue represents the resale of certain third-party off-the-shelf Prior to the second quarter of 2013, we recorded substantially all of our software resale revenue on a gross basis (reporting the revenue and cost from the transaction in our consolidated statement of comprehensive income (loss)). However, beginning in the second quarter of 2013, due to changes in the nature of the terms of certain of our Microsoft Dynamics AX software resale arrangements, we began to recognize a portion of our software resale revenue on a net basis (reporting only the net profit from the transaction as revenue in our consolidated statement of comprehensive income (loss)). It is expected that the mix of software revenue we report on a gross verses net basis will continue to fluctuate in future periods. The majority of the software sold by the Company is delivered electronically. For software that is delivered electronically, we consider delivery to have occurred when the customer either (a) takes possession of the software via a download (that is, when the customer takes possession of the electronic data on its hardware), or (b) has been provided with access codes that allow the customer to take immediate possession of the software on its hardware pursuant to an agreement or purchase order for the software. The Company enters into multiple element arrangements which typically include software, post-contract support (or maintenance), and consulting services. Consistent with the software described above, maintenance that is in the form of a pass through transaction is recognized upon delivery of the software, as all related warranty and maintenance is performed by the primary software vendor and not the Company. Maintenance fee revenue for the Company’s software products, which is inconsequential in all years presented, is recognized ratably over the term of the arrangements, which are generally for a one-year Allowance for Doubtful Accounts – The Company maintains an allowance for doubtful accounts related to its accounts receivable that have been deemed to have a high risk of uncollectability. Management reviews its accounts receivable balances on a monthly basis to determine if any receivables are potentially uncollectible. Management further analyzes historical collection trends and changes in its customer payment patterns, customer concentration and credit worthiness when evaluating the adequacy of its allowance for doubtful accounts. The Company includes any accounts receivable balances that are deemed to be potentially uncollectible, along with a general reserve, in its overall allowance for doubtful accounts. Billed and unbilled receivables that are specifically identified as being at risk are provided for with a charge to revenue or bad debts as appropriate in the period the risk is identified. Based on the information available, management believes the allowance for doubtful accounts is adequate; however, future write-offs could exceed the recorded allowance. Cost of Services – Our cost of services is composed primarily of project personnel costs, including direct salaries, payroll taxes, employee benefits, contractor costs and travel expenses for personnel dedicated to customer projects. These costs represent the most significant expense we incur in providing our services. Consent Solicitation Expense – During the years ended December 31, 2016 and 2015, the Company incurred $187 thousand and $495 thousand, respectively, of legal and advisory expenses in connection with its defense against consent solicitations. No such expenses were incurred in the year ended December 31, 2014. Other Expense, Net – The following table represents the components of other expense, net: Year Ended December 31, 2016 2015 2014 (In Thousands) Interest expense, net $ 100 $ 18 $ 15 Accretion of contingent earnout consideration $ 2,182 $ 1,710 $ - Loss on foreign exchange transactions $ 45 $ 285 $ 166 Other expense, net $ 2,327 $ 2,013 $ 181 Provision for Taxes – In determining our current income tax provision, we assess temporary differences resulting from different treatments of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are recorded in our consolidated balance sheets. We evaluate the realizability of our deferred tax assets and assess the need for a valuation allowance on an ongoing basis. In evaluating our deferred tax assets, we consider whether it is more likely than not that the deferred income tax assets will be realized. The ultimate realization of our deferred tax assets depends upon generating sufficient future taxable income during the periods in which our temporary differences either become deductible or expire. This assessment requires significant judgment. Any future changes in the valuation allowance could result in additional income tax expense (benefit) and reduce or increase stockholders’ equity, and such changes could have a significant impact upon our earnings in the future. Income tax reserves are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not realized based on the technical merits of the position. Potential interest and penalties associated with such uncertain tax position is recorded as a component of the income tax provision. Earnings Per Share – A reconciliation of net income (loss) and weighted average shares used in computing basic and diluted net income per share is as follows: Year Ended December 31, 2016 2015 2014 (In Thousands, Except Per Share Data) Basic net (loss) income per share: Net (loss) income applicable to common shares $ (2,834 ) $ (4,060 ) $ 4,064 Weighted average common shares outstanding 12,150 11,505 11,131 Basic net (loss) income per share of common stock $ (0.23 ) $ (0.35 ) $ 0.37 Diluted net (loss) income per share: Net (loss) income applicable to common shares $ (2,834 ) $ (4,060 ) $ 4,064 Weighted average common shares outstanding 12,150 11,505 11,131 Dilutive effects of stock options and restricted stock awards - - 1,959 Weighted average common shares, assuming dilutive effect of stock options 12,150 11,505 13,090 Diluted net (loss) income per share of common stock $ (0.23 ) $ (0.35 ) $ 0.31 Share-based awards, inclusive of all grants made under the Company’s equity plans, for which either the stock option exercise price, or the fair value of the restricted share award, exceeds the average market price over the period, have an anti-dilutive effect on earnings per share, and accordingly, are excluded from the diluted computations for all periods presented. Had such shares been included, shares for the diluted computation would have increased by approximately 63 thousand and 47 thousand in the years ended December 31, 2015 and 2014, respectively. No such shares were excluded in the year ended December 31, 2016. As of December 31, 2016 and 2015, there were approximately 2.9 million and 3.9 million share-based awards outstanding under the Company’s equity plans, respectively. The Company excluded 2.0 million and 1.9 million shares from the dilutive calculations during the years ended December 31, 2016 and 2015, respectively, as a result of the net loss position. Concentrations of Credit Risk – Financial instruments that potentially subject the Company to significant concentration of market or credit risk consist principally of cash equivalent instruments and accounts receivable. The Company places its cash balances with reputable financial institutions. Trade receivables potentially subject the Company to credit risk. The Company extends credit to its customers based upon an evaluation of the customer’s financial condition and credit history and generally does not require collateral. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. We have never experienced any losses related to these balances. The Company has historically incurred minimal credit losses. No customer balances were in excess of 10% of the Company’s total receivables balance as of December 31, 2016 or 2015. For the years ended December 31, 2016, 2015 and 2014, no customer represented 10% or more of the Company’s total revenue or total service revenue. For the years ended December 31, 2016, 2015 and 2014, our five largest customers represented 15.2%, 11.8% and 17.8% of our service revenue in the aggregate, respectively. Comprehensive Income (Loss) – Other comprehensive income (loss) consists of periodic currency translation adjustments. Share-Based Compensation – The Company recognizes the total fair value of share-based awards as compensation expense, over the requisite employee service period (generally the vesting period of the grant). The Company has used the Black-Scholes option-pricing model to compute the estimated fair value of stock option grants on the date of the award. The Black-Scholes option-pricing model includes assumptions regarding dividend yields, expected volatility, expected option term and risk-free interest rates. The Company estimates expected volatility based upon historical volatility. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Restricted stock awards are valued at the price of our common stock on the date of the award. The assumptions used in computing the fair value of share-based awards reflect management’s best estimates but involve uncertainties relating to market and other conditions, many of which are outside of the Company’s control. As a result, if other assumptions or estimates had been used, the share-based compensation expense that was recorded for the years ended December 31, 2016, 2015, and 2014 could have been materially different. Furthermore, if different assumptions are used in future periods, share-based compensation expense could be materially impacted in the future. Foreign Currency Translation – The financial statements for Edgewater’s non-U.S. year-end Recent Accounting Pronouncements – In May 2014, the Financial Accounting Standards Board issued ASU No. 2014-9, Revenue from Contracts with Customers (Topic 606), (the “New Revenue Standard”) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. Additional disclosures will also be required to enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The New Revenue Standard will replace most existing revenue recognition guidance in GAAP when it becomes effective and permits the use of either the retrospective or modified retrospective method upon adoption. Adoption of the New Revenue Standard is permitted as early as the first quarter of 2017 and is required by the first quarter of 2018. The Company currently expects to adopt the standard on January 1, 2018 using the modified retrospective method and will apply the guidance only to the most current period presented in the financial statements and only on contracts that are not completed as of the date of initial application. The cumulative effect of initially applying the standard will be recognized as an adjustment to the opening balance of retained earnings within stockholders’ equity. The Company has begun to evaluate the effect that ASU No. 2014-09 and its related amendments will have on its consolidated financial statements and related disclosures. In particular, we are currently evaluating the potential impact of the new standard as it relates to distinguishing performance obligations, client acceptance and cancellation provisions, variable consideration, principal vs. agent consideration, warranties and post-contract support services among others. Due to the complexity of the new standard and the nature of our contracts, the actual revenue recognition treatment required under the new standard may vary and will be dependent on contract-specific terms. The Company expects to complete its assessment of the impact of adoption during 2017. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit No. 2015-03 No. 2015-15 In September 2015, the FASB issued ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments No. 2015-16 In February 2016, the FASB issued ASU No. 2016-02, Leases Leases, Leases No. 2016-02 Commitments and Contingencies In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. No. 2016-19 In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. 2017-04 2017-04 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combinations | 3. BUSINESS COMBINATIONS: M2 Dynamics Inc. (“M2 Dynamics”): The Company initially estimated total fair value of the purchase price consideration to be $19.8 million. The initial cash consideration paid at close consisted of the $16.1 million base purchase price plus $596 thousand attributable to a net working capital adjustment. The initial cash consideration paid by the Company was increased by $3.0 million, representing the adjusted fair value estimate of additional contingent earnout consideration that may be earned by M2 Dynamics, which is described in more detail below. During the quarter ended March 31, 2016, the Company increased total purchase price consideration of the M2 Dynamics Acquisition, resulting in an increase to the carrying value of goodwill, by $93 thousand. The increase is attributable to the final true-up An earnout agreement was entered into in connection with the M2 Dynamics Acquisition under which M2 Dynamics is eligible to receive additional contingent consideration. Contingent earnout consideration to be paid, if any, to M2 Dynamics will be based upon the achievement of certain performance measures (and is not impacted by continued employment status of M2 Dynamics owners) over a one-year In addition to the above payments, the Company incurred approximately $430 thousand and $801 thousand in direct transaction costs, which were expensed (within direct acquisition costs on the consolidated statement of comprehensive income (loss)) in the years ended December 31, 2016 and 2015, respectively. In connection with the M2 Dynamics Acquisition, the Company made certain preliminary estimates related to the fair value of assets acquired, liabilities assumed, contingent earnout consideration, identified intangibles and goodwill. The Company performed a fair value allocation of the purchase price among assets, liabilities and identified intangible assets. The final allocation of the purchase price was as follows: Total Life (In Years) (In Thousands) Accounts receivable $ 2,878 Other assets 21 Accounts payable and accrued expenses (866 ) Customer relationships 7,700 6 Years Goodwill (deductible for tax purposes) 10,038 Total purchase price $ 19,771 The M2 Dynamics Acquisition was accounted for as a purchase transaction, and accordingly, the results of comprehensive income (loss), commencing December 21, 2015, are included in the Company’s accompanying consolidated statement of comprehensive income (loss). The Company recorded total revenues of $247 thousand and a net loss of $(118) thousand in its statement of comprehensive income (loss) for the year ended December 31, 2015 related to the M2 Dynamics business. The following table sets forth supplemental pro forma financial information that assumes the acquisition of M2 Dynamics was completed at the beginning of 2015. The information for the year ended December 31, 2015 includes the historical results of Edgewater and M2 Dynamics. The pro forma results include estimates and assumptions regarding the amortization of intangible assets recognized as part of the acquisition and income taxes. The pro forma results, as presented, are not necessarily indicative of the results that would have occurred if the acquisition had occurred on the date indicated, or that may result in the future. Unaudited 2015 2014 (In Thousands) Pro forma revenue $ 129,522 $ 122,956 Pro forma net (loss) income (2,679 ) 3,565 Pro forma basic net (loss) income per share $ (0.23 ) $ 0.32 Pro forma diluted net (loss) income per share $ (0.23 ) $ 0.27 Acquisition of Branchbird LLC (“Branchbird”): The Company determined the total allocable purchase price consideration to be $4.2 million. The initial cash consideration paid at closing was $2.7 million, net of $19 thousand attributable to a net working capital adjustment. The initial consideration paid by the Company was increased by $1.4 million, representing our initial estimate of the fair value of additional contingent earnout consideration that may be earned by Branchbird, which is described in more detail below. In addition to the above payments, the Company incurred approximately $340 thousand in direct transaction costs, which were expensed (within direct acquisition costs on the consolidated statement of comprehensive income (loss)) during the year ended December 31, 2015. An earnout agreement was entered into in connection with the Branchbird Acquisition under which Branchbird is eligible to receive additional contingent consideration. Contingent earnout consideration to be paid, if any, to Branchbird will be based upon the achievement of certain performance measures (and is not impacted by continued employment status of Branchbird owners) over two consecutive one-year In connection with the Branchbird Acquisition, the Company made certain estimates related to the fair value of assets acquired, liabilities assumed, contingent earnout consideration, identified intangibles and goodwill. The Company performed a fair value allocation of the purchase price among assets, liabilities and identified intangible assets. The final allocation of the purchase price was as follows: Total Life (In Years) (In Thousands) Accounts receivable $ 540 Other assets 16 Accounts payable and accrued expenses (86 ) Customer relationships 2,100 5 Goodwill (deductible for tax purposes) 1,613 Total purchase price $ 4,183 The Branchbird Acquisition was accounted for as a purchase transaction, and accordingly, the results of operations, commencing August 17, 2015, are included in the Company’s accompanying consolidated statement of comprehensive income (loss). Pro forma financial information related to the Branchbird Acquisition is not presented as the effect of this acquisition was not material to the Company. Acquisition of Zero2Ten, Inc. (“Zero2Ten”): The Company determined the total allocable purchase price consideration to be $9.0 million. The initial cash consideration paid at closing was $4.5 million. The cash paid at closing consisted of the $5.0 million purchase price less $457 thousand attributable to a net working capital adjustment. The initial consideration paid by the Company was increased by $4.4 million, representing its initial estimate of the fair value estimate of additional contingent earnout consideration that may be earned by Zero2Ten, which is described in more detail below. In addition to the above payments, the Company incurred approximately $613 thousand in direct transaction costs, which were expensed (within direct acquisition costs on the consolidated statement of comprehensive income (loss)) during the year ended December 31, 2015. An earnout agreement was entered into in connection with the Zero2Ten Acquisition under which Zero2Ten is eligible to receive additional contingent consideration. Contingent earnout consideration to be paid, if any, to Zero2Ten will be based upon the achievement of certain performance measures (and is not impacted by continued employment status of Zero2Ten shareholders) over two consecutive one-year In March 2016, Zero2Ten completed its first twelve-month earnout period, during which the required performance measurements were achieved. Accordingly, Zero2Ten received additional contingent consideration related to the first earnout period in the amount of $3.9 million. The Company continually examines actual results in comparison to financial metrics utilized in the earnout calculation and assesses the carrying value of the contingent earnout consideration. During the three-month periods ended December 31, 2016 and June 30, 2016, we reversed $238 thousand and $130 thousand, respectively, of accrued contingent earnout consideration (reported as a part of change in fair value of contingent earnout consideration in our condensed consolidated statements of comprehensive income) associated with the completion of the first earnout period and the projected completion of the second earnout period, as it was determined that current forecasts are slightly below those originally utilized in determining the fair value of the contingent earnout consideration. The Company, as of December 31, 2016, had accrued $2.9 million in potential future contingent earnout consideration payable to Zero2Ten in connection with the second twelve-month earnout period. The maximum amount of contingent earnout consideration that can be earned by Zero2Ten during the remaining earnout period is capped at $4.3 million. In connection with the Zero2Ten Acquisition, the Company made certain estimates related to the fair value of assets acquired, liabilities assumed, contingent earnout consideration, identified intangibles and goodwill. The Company performed a fair value allocation of the purchase price among assets, liabilities and identified intangible assets. The final allocation of the purchase price was as follows: Total Life (In Years) (In Thousands) Accounts receivable $ 1,596 Other assets 142 Deferred revenue (1,158 ) Accounts payable and accrued expenses (580 ) Customer relationships 2,800 5 Goodwill (deductible for tax purposes) 6,210 Total purchase price $ 9,010 The Zero2Ten Acquisition was accounted for as a purchase transaction, and accordingly, the results of operations, commencing March 13, 2015, are included in the Company’s accompanying consolidated statement of comprehensive income (loss). Pro forma financial information related to the Zero2Ten Acquisition is not presented as the effect of this acquisition was not material to the Company. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. FAIR VALUE MEASUREMENTS: The following valuation hierarchy is used for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: ◾ Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. ◾ Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. ◾ Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. As of December 31, 2016 and 2015, the Company’s only financial assets and liabilities required to be measured on a recurring basis were its contingent earnout obligations. The following table represents the Company’s fair value hierarchy for its financial assets and liabilities required to be measured on a recurring basis: Basis of Fair Value Measurements Balance Quoted Prices Significant Significant (In Thousands) Balance at December 31, 2015: Financial liabilities: Contingent earnout consideration $ 8,089 $ - $ - $ 8,089 Total financial liabilities $ 8,089 $ - $ - $ 8,089 Balance at December 31, 2015: Financial liabilities: Contingent earnout consideration $ 10,540 $ - $ - $ 10,540 Total financial liabilities $ 10,540 $ - $ - $ 10,540 No financial instruments were transferred into or out of Level 3 classification during the year ended December 31, 2016. The Company has classified its net liability for contingent earnout considerations relating to its Zero2Ten, Branchbird and M2 Dynamics Acquisitions within Level 3 of the fair value hierarchy because the fair value is determined using significant unobservable inputs, which included probability weighted cash flows. A description of these acquisitions is included within Note 3. The contingent earnout payments for each acquisition are based on the achievement of certain revenue and earnings before interest, taxes, depreciation and amortization targets. A reconciliation of the beginning and ending Level 3 net liabilities for the years ended December 31, 2016 and 2015 is as follows: Fair Value (In Thousands) Balance at January 1, 2015 $ - Initial estimate of fair value related to Zero2Ten contingent earnout consideration 4,367 Initial estimate of fair value related to Branchbird contingent earnout consideration 1,428 Initial estimate of fair value related to M2 Dynamics contingent earnout consideration 3,035 Accretion of contingent earnout consideration (included within other expense, net) 1,710 Balance at December 31, 2015 10,540 Payment of contingent earnout consideration (3,906 ) Adjustment to estimated fair value of contingent earnout consideration (included within Selling, general and administrative expense) (725 ) Accretion of contingent earnout consideration (included within other expense, net) 2,182 Ending balance at December 31, 2016 $ 8,089 As of December 31, 2016 and December 31, 2015, the fair values of our other financial instruments, which include cash and cash equivalents, accounts receivable and accounts payable, approximate the carrying amounts of the respective asset and/or liability due to the short-term nature of these financial instruments. Borrowings under the Company’s revolving credit facility approximate fair value due to their market rate of interest. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Accounts Receivable | 5. ACCOUNTS RECEIVABLE: Included in accounts receivable are unbilled amounts totaling approximately $2.7 million and $4.8 million at December 31, 2016 and 2015, respectively, which relate to services performed during the year and billed in the subsequent year. The Company maintains allowances for potential losses which management believes are adequate to absorb any probable losses to be incurred in realizing the accounts receivable amounts recorded in the accompanying consolidated financial statements. The following are the changes in the allowance for doubtful accounts: Year Ended December 31, 2016 2015 2014 (In Thousands) Balance at beginning of year $ 150 $ 150 $ 150 Provisions for doubtful accounts 104 67 — Charge-offs, net of recoveries (104 ) (67 ) — Balance at end of year $ 150 $ 150 $ 150 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. PROPERTY AND EQUIPMENT: Components of property and equipment consisted of the following: December 31, 2016 2015 (In Thousands) Furniture, fixtures and equipment $ 1,000 $ 1,683 Computer equipment and software 1,411 1,365 Leasehold improvements 3,014 3,024 5,425 6,072 Less accumulated depreciation and amortization (4,802 ) (5,248 ) Total $ 623 $ 824 Depreciation expense related to property and equipment for the years ended December 31, 2016, 2015 and 2014 totaled approximately $590 thousand, $618 thousand and $626 thousand, respectively. The Company disposed of $1.0 million, $238 thousand and $378 thousand of equipment that was no longer in use during 2016, 2015 and 2014, respectively. A gain on disposal of property and equipment of $13 and $10 thousand was recognized in the years ended December 31, 2016 and 2015. No gain or loss on disposal was recognized during the year ended December 31, 2014. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. GOODWILL AND INTANGIBLE ASSETS: The changes in the carrying amount of goodwill are as follows: Classic EPM ERP Consolidated (In Thousands) Balance at January 1, 2015 $ 140 $ 2,079 $ 9,830 $ 12,049 Increase to goodwill related to Zero2Ten, Branchbird, and M2 Dynamics Acquisitions — 11,651 6,210 17,861 Balance at December 31, 2015 140 13,730 16,040 29,910 Increase to goodwill in 2016 related to the M2 Dynamics Acquisition — 73 — 73 Balance at December 31, 2016 $ 140 $ 13,803 $ 16,040 $ 29,983 Cumulative goodwill impairment charges of $54.6 million (related to impairments recognized in 2002 and 2008 within the Classic Consulting operating segment) are reflected in the ending goodwill balance at December 31, 2016. As of December 31, 2016, the net carrying amount of intangible assets consists of amounts related to business combination transactions consummated by the Company in 2015 and capitalized internally developed software costs. Other net intangibles amounted to $8.4 million and $12.0 million as of December 31, 2016 and 2015, respectively. Below is a summary of the Company’s identifiable intangible assets that are subject to amortization: December 31, 2016 Gross Impairment Accumulated Net (In Thousands) Identifiable intangibles: Non-compete $ 3,860 $ - $ 3,860 $ - Customer relationships 22,978 - 14,611 8,367 Capitalized product development costs 1,139 - 1,128 11 $ 27,977 $ - $ 19,599 $ 8,378 December 31, 2015 Gross Impairment Accumulated Net (In Thousands) Identifiable intangibles: Non-compete $ 3,860 $ - $ 3,860 $ - Customer relationships 22,978 - 11,187 11,791 Capitalized product development costs 1,139 - 940 199 $ 27,977 $ - $ 15,987 $ 11,990 The intangible assets were identified and valued by the Company. The original estimated useful lives of the acquired identifiable intangible assets are as follows: Non-compete 4 to 5 years Customer relationships 4 to 6 years Capitalized product development costs 3 years Intangible assets are amortized assuming no expected residual value over the periods in which the economic benefit of these assets is consumed. Customer relationships are amortized on an accelerated method based on the proportional relationship of projected future discounted cash flows. The weighted average amortization period for all intangible assets subject to amortization was 4.4 years, 5.4 years and 0.5 years as of December 31, 2016, 2015 and 2014, respectively. Amortization expense related to all intangible assets was $3.4 million, $899 thousand and $302 thousand in 2016, 2015 and 2014, respectively. Amortization of $188 thousand, $191 thousand and $214 thousand related to capitalized software development costs were included within cost of revenue (specifically within software expense) on the consolidated statements of comprehensive income (loss) for the years ended December 31, 2016, 2015 and 2014, respectively. Estimated annual amortization expense for the next five years ending December 31, which encompasses the remaining useful life of the intangible assets, is as follows: Amortization (In Thousands) 2017 $ 2,804 2018 2,240 2019 1,712 2020 1,057 2021 and thereafter 565 Total $ 8,378 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | 8. ACCRUED EXPENSES AND OTHER LIABILITIES: Components of accrued expenses consisted of the following: December 31, 2016 2015 (In Thousands) Accrued bonuses 3,053 2,939 Accrued payroll related liabilities 2,614 2,423 Accrued vacation 2,243 2,272 Accrued commissions 2,537 1,496 Accrued software expense 844 1,284 Accrued contractor fees 455 1,132 Accrued professional service fees 344 1,016 Short-term portion of lease abandonment accrual - 437 Deferred rent 74 220 Income tax related accruals 166 318 Other accrued expenses 1,167 1,949 Total $ 13,497 $ 15,486 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. INCOME TAXES: General overview: The Company is subject to U.S. federal tax as well as income tax in multiple states and local and foreign jurisdictions. The Company’s 2004 through 2015 tax years are open and may be subject to examination by these taxing authorities. Such examinations, if any, could result in challenges to tax positions taken and, accordingly, we may record adjustments to our tax provision based on the outcome of such matters. The Company has elected to recognize interest and penalties related to income tax matters as a part of the income tax provision. For the year ended December 31, 2016, we recorded an income tax provision of $5.0 million compared to an income tax provision of $3.5 million and $3.2 million in the years ended December 31, 2015 and 2014, respectively. The income tax provision recorded during 2016 includes a non-cash non-cash Deferred tax asset valuation allowance: As of December 31, 2016, we had gross deferred tax assets of $27.2 million. Our deferred tax assets have arisen as a result of timing differences (primarily generated in connection with historical goodwill and intangible asset impairment charges), net operating loss carryforwards and tax credits. These assets represent amounts that we are able to use to reduce our future taxable income. We maintained a valuation allowance of $8.2 million and $4.5 million against the carrying value of our gross deferred tax attributes as of December 31, 2016 and 2015, respectively. We assess the realizability of our deferred tax assets and assess the need for a valuation allowance on an ongoing basis. The periodic assessment of the net carrying value of our deferred tax assets under the applicable accounting rules is judgmental. We are required to consider all available positive and negative evidence in evaluating the likelihood that we will be able to realize the benefit of our deferred tax assets in the future. Such evidence includes scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and the results of recent operations. Since this evaluation requires consideration of events that may occur some years into the future, there is significant judgment involved, and our conclusion could be materially different should certain of our expectations not transpire. During our 2016 periodic assessment of the need for a valuation allowance against the carrying value of our deferred tax assets, we noted a continued shift in objectively verifiable trends which lessened the strength of our previously identified positive evidence. Specifically, during our assessment, we noted the following positive and negative evidence: Positive Evidence: ◾ We had generated U.S.-based pre-tax ◾ Our forecasts of future taxable income indicated that our pre-tax Negative Evidence: ◾ While we generated U.S.-based profit before income taxes during 2016, we did not utilize a significant amount of our federal and state net operating loss carryforwards in 2016 as originally expected. ◾ Foreign operations are generating a larger portion of our consolidated profit before income taxes. ◾ The majority of our federal net operating loss carryforwards expire in 2020, reducing the time period over which the Company has to generate sufficient income to realize future benefit from the loss carryforward amounts. ◾ The Company did not achieve 100% of its plans and/or projections in 2016. ◾ Our forecasts have increased risk associated with operations due to current disruption in our sales pipeline attributable to our channel partners pushing customers toward cloud-based service offerings and away from on-premise The Company, in connection with its determination of the future utilization of deferred tax assets, considered various future profitability scenarios. This analysis noted that there existed risk and uncertainty that the Company would be able to fully realize future economic benefit from all of the gross carrying value of its deferred tax attributes based upon the forecasted profitability. Accordingly, the Company recorded an increase of $3.7 million in the valuation allowance applied against the carrying value of its deferred tax assets, reducing the net carrying value to the more likely than not anticipated future economic benefit to be realized from the assets. During our 2015 periodic assessment of the need for a valuation allowance against the carrying value of our deferred tax assets, we noted a shift in objectively verifiable trends which lessened the strength of our previously identified positive evidence. Specifically, during our assessment, we noted the following positive and negative evidence: Positive Evidence: ◾ We had generated U.S.-based pre-tax ◾ Our forecasts of future taxable income indicated that our pre-tax Negative Evidence: ◾ We are reporting a loss in U.S.-based profit before income taxes during 2015 as a result we did not utilize a significant amount of our federal and state net operating loss carryforwards in 2015 as originally expected. ◾ The majority of our federal net operating loss carryforwards expire in 2020, reducing the time period over which the Company has to generate sufficient income to realize future benefit from the loss carryforward amounts. ◾ The Company did not achieve 100% of its plans and/or projections in 2015. ◾ Our forecasts have increased risk associated with operations of newly acquired businesses. The Company, in connection with its determination of the future utilization of deferred tax assets, considered various future profitability scenarios. This analysis noted that there existed risk and uncertainty that the Company would be able to fully realize future economic benefit from all of the gross carrying value of its deferred tax attributes based upon the forecasted profitability. Accordingly, the Company recorded an increase of $3.0 million in the valuation allowance applied against the carrying value of its deferred tax assets, reducing the net carrying value to the more likely than not anticipated future economic benefit to be realized from the assets. Realization of our deferred tax assets is dependent on our generating sufficient taxable income in future periods. Although we believe it is more likely than not that future taxable income would be sufficient to allow us to recover substantially all of the value of our deferred tax assets, realization is not assured and future events could cause us to change our judgment. In the event that actual results differ from our estimates, or we adjust these estimates in the future periods, further adjustments to our valuation allowance may be recorded, which could materially impact our financial position and net income (loss) in the period of the adjustment. Income tax provision: Significant components of the Company’s income tax provision (benefit) consisted of the following: Year Ended December 31, 2016 2015 2014 (In Thousands) Current tax expense: Federal $ - $ - $ - State 185 161 377 Foreign (9) 264 68 176 425 445 Deferred tax expense (benefit): Federal 801 (544 ) 2,092 State 344 476 709 Foreign 9 205 301 Change in valuation allowance 3,700 3,000 - 4,854 3,137 3,102 Unrecognized tax benefit - (33 ) (370 ) Income tax provision $ 5,030 $ 3,529 $ 3,177 The components of income (loss) before income taxes are as follows: Year Ended December 31, 2016 2015 2014 Domestic $ 1,568 $ (1,875 ) $ 6,259 Foreign 628 1,344 982 Income (loss) before income taxes $ 2,196 $ (531 ) $ 7,241 In general, it is the practice and intention of the Company to reinvest the earnings of its foreign subsidiary in those operations. However, as of December 31, 2016 the Company’s foreign subsidiary is in a cumulative loss position which results in the tax basis of the subsidiary exceeding its book basis. As a result, no deferred tax asset is necessary to record in the financial statements as this temporary difference is not expected to reverse in the foreseeable future. The differences in income taxes determined by applying the statutory federal tax rate of 34% to income from continuing operations before income taxes and the amounts recorded in the accompanying consolidated statements of comprehensive income (loss) result from the following: Year Ended December 31, 2016 2015 2014 Amount Rate Amount Rate Amount Rate (Dollar Amounts In Thousands) Income tax at statutory rate $ 747 34.0 % $ (195 ) 34.0 % $ 2,468 34.0 % Add (deduct): State income taxes, net of federal tax benefit 429 19.6 484 (84.4 ) 556 7.7 Tax rate difference on foreign income taxes 17 0.8 (36 ) 6.2 26 0.4 Tax effect of rate change on deferred tax assets - - - 0.0 252 3.5 Non-deductible 126 5.7 155 (27.1 ) 112 1.6 Net decrease in deferred tax attributes - - - - 183 2.5 Increase in valuation allowance against certain deferred tax assets 3,700 168.5 3,000 (523.8 ) - - Unrecognized tax benefits - - (33 ) 5.8 (370 ) (5.1 ) Other, net 11 0.5 154 (27.0 ) (50 ) (0.7 ) $5,030 229.1 % $ 3,529 (616.3 )% $ 3,177 43.9 % Deferred income taxes: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2016 and 2015 are as follows: December 31, 2016 2015 (In Thousands) Deferred income tax assets: Net operating loss carryforwards and credits $ 16,090 $ 16,753 Acquired intangible assets 6,561 6,517 Reserves and accruals 2,209 2,115 Share-based compensation 2,837 3,092 Depreciation 395 397 Total deferred income tax assets 28,092 28,874 Deferred income tax liabilities: Acquired intangible assets (549 ) (180 ) Other (312 ) (162 ) Total deferred income tax liabilities (861 ) (342 ) Valuation allowance (8,200 ) (4,500 ) Deferred income tax asset, net $ 19,031 $ 24,032 As of December 31, 2015, the Company elected to early adopt the provisions of FASB Accounting Standards Update No. 2015-17, Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes 2015-17). 2015-17 Significant deferred tax attributes and current activity within the Company’s deferred tax accounts included the following: Net Operating Loss Carryforwards and Credits Not included in the federal net operating loss carryforwards are $4.0 million of excess tax deductions from stock option exercises during fiscal 2016, 2015 and 2014. Pursuant to the guidance on accounting for stock-based compensation, the deferred tax asset relating to excess tax benefits from these exercises was not recognized for financial statement purposes. The future benefit from these deductions will be recorded as a credit to additional paid-in Additionally, the Internal Revenue Code contains provisions that limit the amount of net operating loss and tax credit carryforwards available to be used in any given year in the event of certain circumstances, including significant changes in ownership interests. These limitations may result in the expiration of our historical net operating loss carryforwards and tax credits prior to their utilization. The Company has various tax-effected Annual changes to the deferred tax valuation allowance are as follows: Year Ended December 31, 2016 2015 2014 (In Thousands) Balance, beginning of year $ 4,500 $ 1,500 $ 1,500 Additions 3,700 3,000 - Balance, end of year $ 8,200 $ 4,500 $ 1,500 Unrecognized tax benefits: In accordance with our evaluation of unrecognized tax benefits, we have established a liability representing our estimated amount of unrecognized tax benefits, plus an additional provision for penalties and interest. A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows: Year Ended December 31, 2016 2015 2014 (In Thousands) Gross unrecognized tax benefits, beginning of year $ - $ 9 $ 108 Increase in tax position in current year - - - Settlement/Expiration of statute - - - De-recognition - (9 ) (99 ) Gross unrecognized tax benefits, end of year $ - $ - $ 9 The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits and income tax liabilities, when applicable, as part of income tax expense in its consolidated statements of comprehensive income (loss). There was no accrual for interest and penalties as of December 31, 2016 and 2015. Accrued interest and penalties totaled $49 thousand as of December 31, 2014. As of December 31, 2015, we no longer maintain an accrual associated with unrecognized tax benefits. We do not expect our unrecognized tax benefits to change significantly over the next twelve months. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plans | 10. EMPLOYEE BENEFIT PLANS: The Company has a 401(k) tax deferred savings plan that is available to all employees who satisfy certain minimum hour requirements each year (the “Plan”). The Company matches 30% of each participant’s annual contribution under the Plan, up to 6% of each participant’s annual base salary. Contributions by the Company to the Plan were approximately $776 thousand, $684 thousand and $592 thousand for the years ended December 31, 2016, 2015 and 2014, respectively. |
Employee Share-Based Compensati
Employee Share-Based Compensation Plans | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Employee Share-Based Compensation Plans | 11. EMPLOYEE SHARE-BASED COMPENSATION PLANS: Overview The total fair value of share-based awards is recognized as a compensation expense, over the requisite employee service period (generally the vesting period of the grant). The Company has used the Black-Scholes option-pricing model to compute the estimated fair value of share-based awards on the date of grant. The Black-Scholes option pricing model includes assumptions regarding dividend yields, expected volatility, expected option term and risk-free interest rates. Expected volatility is estimated based upon a combination of historical and implied volatility. The risk-free interest rate is based on the U.S. treasury yield curve in effect at the time of grant. Share-Based Compensation Plans The Company has five share-based compensation plans which are described below: the Amended and Restated 1996 Stock Option Plan (“1996 Plan”), the Amended and Restated 2000 Stock Option Plan (“2000 Plan”), the 2003 Equity Incentive Plan (“2003 Plan”), the 2008 Omnibus Incentive Plan (“2008 Plan”), and the 2012 Omnibus Incentive Plan (“2012 Plan”), collectively the “Equity Plans.” Specifics related to each plan are as follows: 1996 Plan non-qualified 2000 Plan non-qualified 2003 Plan non-qualified 2008 Plan 2012 Plan As of December 31, 2016, there are 80,293; 51,702; and 28,197 shares available for future grant under the 2000 Plan, 2008 Plan, and 2012 Plan, respectively. No shares were available for issuance under the 1996 Plan, as it expired on June 30, 2006 or the 2003 Plan, as it expired on May 22, 2013. The Equity Plans provide that the exercise price of the stock options will be determined based upon the fair market value of the Company’s common stock on the NASDAQ Global Market System as of the date of grant. Options granted to officers and employees generally vest in three-, four- or five-year periods, dependent upon the plan or award, and expire on the seventh anniversary of the grant date. Annual options granted to non-employee one-third During the years ended December 31, 2016 and 2015, the Company granted options to purchase 45,000 and 304,000 shares of common stock, respectively, principally as part of a long-term incentive program and in connection with the Company’s Board of Directors compensation program. The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model utilizing the assumptions noted in the following table. Expected volatility is based upon historical volatility of the Company’s common stock. The expected life (period of time the award will be outstanding) was estimated using the historical exercise behavior of the Company’s employees. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The Company applied an estimated forfeiture rate of 22.5% (in all periods presented) to the calculated fair value of each option. The applied forfeiture rate utilized by the Company was based upon the historical forfeiture experience of the Equity Plans. The share-based compensation expense and its classification in the statements of comprehensive income (loss) were as follows: Year Ended December 31, 2016 2015 2014 (In Thousands) Project and personnel costs $ 202 $ 191 $ 242 Selling, general and administrative 1,084 1,402 1,270 Total share-based compensation expense $ 1,286 $ 1,593 $ 1,512 The fair value of each option award granted during 2016, 2015 and 2014, was based upon the following weighted-average assumptions: Year Ending December 31, 2016 2015 2014 Expected volatility 40.8 % 46.6 % 48.0 % Expected dividend yield - % - % - % Expected life (in years) 3.57 3.63 3.69 Risk-free interest rate 1.1 % 1.1 % 0.8 % The weighted-average grant-date fair value of all options granted (excluding restricted share awards) during the years ended December 31, 2016, 2015 and 2014 was $2.38, $2.50 and $2.53 per share, respectively. A summary of stock option activity under the Equity Plans (excluding restricted share awards) is presented below: Stock Options: Shares Weighted Weighted Aggregate (In Thousands) Outstanding at January 1, 2015 3,735,233 $ 3.85 Granted 304,000 7.05 Exercised (259,549 ) 3.21 Forfeited or expired (29,901 ) 3.80 Outstanding at December 31, 2015 3,749,783 $ 4.15 2.93 $ 14,456 Granted 45,000 7.61 Exercised (883,085 ) 3.64 Forfeited or expired (61,368 ) 4.64 Outstanding at December 31, 2016 2,850,330 $ 4.36 2.63 $ 8,961 Vested and expected to vest at December 31, 2016 2,778,665 $ 4.29 2.57 $ 8,041 Exercisable at December 31, 2016 2,531,819 $ 4.02 2.35 $ 8,810 The total intrinsic value of stock options exercised during 2016, 2015 and 2014 was approximately $3.1 million, $1.0 million and $1.2 million, respectively. 2003 Equity Incentive Plan, 2008 Omnibus Incentive Plan, and 2012 Omnibus Incentive Plan — Restricted Share Awards The 2003 Plan, the 2008 Plan, and 2012 Plan also authorize the granting of restricted share awards to officers, employees and certain non-employee 5-year During the years ended December 31, 2015 and 2014, the Company issued 91,000 and 84,800 restricted share awards, respectively, to employees at a purchase price of $0.01 per share. The Company did not issue any restricted share awards during the year ended December 31, 2016. Additionally, the Company recognized share-based compensation expense of $420 thousand, $557 thousand, and $386 thousand during the years ended December 31, 2016, 2015 and 2014, respectively related to restricted share awards. A summary of non-vested Restricted Share Awards: Non-vested Weighted Non-vested 153,718 $ 5.57 Granted 91,000 7.00 Vested (76,601 ) (5.54 ) Non-vested 168,117 $ 6.36 Granted — — Vested (92,683 ) (5.88 ) Non-vested 75,434 $ 6.95 Expected to vest at December 31, 2016 75,434 $ 6.95 The total fair value of stock awards vested during the years ended December 31, 2016, 2015 and 2014 was $545 thousand, $422 thousand and $797 thousand, respectively. Employee Stock Purchase Plan In June 2008, in connection with the Company’s Annual Meeting of Stockholders, the stockholders of the Company approved, and the Company adopted, the Edgewater Technology, Inc. 2008 Employee Stock Purchase Plan (the “2008 ESPP”). The 2008 ESPP became effective on October 1, 2008. The 2008 ESPP, which was amended in June 2011 and June 2015, allows a maximum of 1,700,000 shares of the Company’s common stock to be purchased by Edgewater employees. The 2008 ESPP offers eligible employees the option to purchase the Company’s common stock at 85% of the lower of the closing price, as quoted on NASDAQ, on either the first trading day or the last trading day of the quarterly purchase period. Enrollment periods occur on January 1 and July 1. Purchases occur every three months. The 2008 ESPP is designed to qualify for certain tax benefits for employees under section 423 of the Internal Revenue Code. During the years ended December 31, 2016, 2015 and 2014, the Company issued 132,849, 117,431 and 103,401 shares, respectively, to employees under the 2008 ESPP. The fair value of each 2008 ESPP offering was estimated on the date of grant using the Black-Scholes option pricing model that uses the weighted-average assumptions noted in the following table. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Expected volatility was based on historical volatility. Year Ended December 31, 2016 2015 2014 Expected volatility 30.5 % 32.0 % 47.2 % Expected dividend yield - % - % - % Expected life (in years) 0.25 0.25 0.25 Risk-free interest rate 0.3 % 0.0 % 0.0 % The weighted-average fair value of the shares issued under the 2008 ESPP in 2016, 2015 and 2014, based upon the assumptions in the preceding table, was $1.73, $1.54 and $1.75, respectively. Compensation Expense As of December 31, 2016, unrecognized compensation expense, net of estimated forfeitures, related to the unvested portion of all share-based compensation arrangements was approximately $743 thousand and is expected to be recognized over a weighted average period of 0.8 years. The Company is using previously purchased treasury shares for all shares issued for options, restricted share awards and 2008 ESPP issuances. Shares may also be issued from authorized but unissued shares. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Capital Stock | 12. CAPITAL STOCK: Common and Preferred Stock- The Company’s stockholders had authorized 48.0 million shares of common stock available for issuance as of December 31, 2016 and 2015, and had 2.0 million shares of preferred stock available for issuance as of December 31, 2016 and 2015. Stock Repurchase Program- In December 2007, our Board of Directors (the “Board”) authorized a stock repurchase program for up to $5.0 million of common stock on the open market or through privately negotiated transactions from time-to-time “Purchase Authorization”) and was set to expire on September 23, 2016 (the “Repurchase Period”). On September 23, 2016, we announced that the Board had approved an extension of the Repurchase Period to September 22, 2017. The timing and amount of the purchases will be based upon market conditions, securities law considerations and other factors. The Stock Repurchase Program does not obligate the Company to acquire a specific number of shares in any period and may be modified, suspended, extended or discontinued at any time, without prior notice. The Company did not repurchase any shares of common stock during the year ended December 31, 2016. The Company repurchased a total of 46 thousand shares of common stock during the year ended December 31, 2015, at an aggregate purchase price of $332 thousand. As of December 31, 2016 the Company had $8.7 million of purchase authorization remaining under the plan. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. COMMITMENTS AND CONTINGENCIES: Commitments. non-cancelable Year Ending December 31, Operating 2017 $ 835 2018 363 2019 338 2020 84 Thereafter - $ 1,620 Rent payments under operating leases were $1.8 million, $2.1 million and $1.8 million for the years ended December 31, 2016, 2015 and 2014, respectively. Contingencies. co-insurance The Company had no unrecognized tax benefits, penalties or interest expense related to uncertain tax positions as of December 31, 2016 or 2015. |
Revolving Credit Facility
Revolving Credit Facility | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facility | 14. REVOLVING CREDIT FACILITY In September 2013, the Company entered into a secured revolving credit facility (the “Credit Facility”). The Credit Facility was modified through an amendment in December 2015, which increased the borrowing base to $15 million (from the previous $10 million) with an additional accordion feature that allows the Company to request an additional $5.0 million as needed, extending the total credit facility borrowing capacity to $20 million over its three-year term. The Credit Facility is collateralized by substantially all assets of the Company and its domestic subsidiaries, and is subject to normal financial covenants. The Company was in compliance with all covenants as of December 31, 2016. Under the terms of the Credit Facility, any advances will accrue interest at a variable per annum rate of interest equal to the LIBOR Rate plus 1.5%. Interest is due and payable, in arrears, on a monthly basis. The Company will be obligated to pay an annual commitment fee of 0.15% on the daily undrawn balance of the facility. Any amounts outstanding under the Credit Facility will be due on December 21, 2018. The Company has drawn down $5.0 million of this balance as of December 31, 2016. |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2016 | |
Text Block [Abstract] | |
Geographic Information | 15. GEOGRAPHIC INFORMATION Net sales to unaffiliated customers by geographic area were as follows: For the Years Ending December 31, 2016 2015 2014 United States $ 108,200 $ 100,730 $ 103,446 Canada 12,288 11,377 6,572 Other International 6,034 4,598 2,971 Total Revenue $ 126,522 $ 116,704 $ 112,989 Substantially all of the Company’s long-lived assets are located within the United States. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | 16. SEGMENT INFORMATION In accordance with the provisions of Topic 280, Segment Reporting to the FASB ASC (“ASC 280”), the Company determined that it has three operating segments (Enterprise Performance Management (“EPM”), Enterprise Resource Planning (“ERP”) and Classic Consulting). The Company has further determined that these operating segments no longer meet the aggregation criteria and therefore constitute three reportable segments. The EPM segment provides Business Analytics solutions leveraging Oracle EPM, BI and Big Data technologies. The ERP segment delivers Dynamics AX ERP, Business Intelligence and CRM solutions primarily in the manufacturing space. The Classic Consulting segment provides business advisory services that are blended with technical services to help organizations leverage investments in legacy IT assets to create new digital business models. The Company’s chief operating decision maker evaluates performance using several factors, of which the primary financial measures are revenue and operating segment operating income. The accounting policies of the operating segments are the same as those described in Note 2 “Summary of Significant Accounting Policies”. Segment information for the years ended December 31, 2016, 2015 and 2014 is as follows (in thousands): EPM ERP Classic Corporate Consolidated (In Thousands) 2016 Total revenue $ 64,703 $ 45,692 $ 16,127 $ - $ 126,522 Operating income (loss) $ 8,820 $ 4,292 $ 1,991 $ (10,580 ) $ 4,523 Depreciation and amortization expense $ 2,872 $ 971 $ 169 $ 190 $ 4,202 2015 Total revenue $ 53,907 $ 47,180 $ 15,617 $ - $ 116,704 Operating income (loss) $ 7,219 $ 4,864 $ 1,128 $ (11,729 ) $ 1,482 Depreciation and amortization expense $ 495 $ 814 $ 211 $ 188 $ 1,708 2014 Total revenue $ 57,508 $ 41,901 $ 13,580 $ - $ 112,989 Operating income (loss) $ 10,645 $ 6,439 $ 619 $ (10,281 ) $ 7,422 Depreciation and amortization expense $ 196 $ 509 $ 245 $ 192 $ 1,142 The Company is not disclosing total assets for each of its reportable segments, as total assets by reportable segment is not a key metric provided to the Company’s chief operating decision maker. |
Unaudited Supplementary Quarter
Unaudited Supplementary Quarterly Financial Information | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Supplementary Quarterly Financial Information | 17. UNAUDITED SUPPLEMENTARY QUARTERLY FINANCIAL INFORMATION: The following tables set forth certain unaudited supplementary quarterly financial information for the years ended December 31, 2016 and 2015. The quarterly operating results are not necessarily indicative of future results of operations. 2016 1 st 2 nd 3 rd 4 th Total (In Thousands, Except Per Share Data) Total revenue $ 31,898 $ 34,024 $ 30,826 $ 29,774 $ 126,522 Gross profit $ 10,750 $ 12,814 $ 10,640 $ 11,978 $ 46,182 Net (loss) income $ (763 ) $ 1,313 $ 43 $ (3,427 )(1) $ (2,834 ) Basic (loss) income per share $ (0.06 ) $ 0.11 $ 0.00 $ (0.28 ) $ (0.23 ) Diluted (loss) income per share $ (0.06 ) $ 0.09 $ 0.00 $ (0.28 ) $ (0.23 ) 2015 1 st 2 nd 3 rd 4 th Total (In Thousands, Except Per Share Data) Total revenue $ 26,578 $ 30,527 $ 31,184 $ 28,415 $ 116,704 Gross profit $ 7,645 $ 10,413 $ 11,756 $ 9,776 $ 39,590 Net (loss) income $ (940 ) $ 494 $ 1,027 $ (4,641 )(1) $ (4,060 ) Basic (loss) income per share $ (0.08 ) $ 0.04 $ 0.09 $ (0.40 ) $ (0.35 ) Diluted (loss) income per share $ (0.08 ) $ 0.04 $ 0.08 $ (0.40 ) $ (0.35 ) (1) The Company’s fourth quarter 2016 and 2015 net loss includes $3.7 million and $3.6 million, respectively, of expense associated with the increase to the valuation allowance applied against the carrying value of its deferred tax attributes and the impairment of certain state net operating loss carryforwards. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. SUBSEQUENT EVENTS: On March 8, 2017, the Board of Directors of the Company, voted to remove without cause Shirley Singleton as the Company’s President and Chief Executive Officer, effective immediately. The Board of Directors also voted to remove Ms. Singleton as Chairman of the Board. Ms. Singleton continues to serve as a member of the Board. The Employment Agreement, dated as of June 12, 2007, as amended, with Ms. Singleton provides that, if Ms. Singleton is terminated without cause, then the Company is required to pay Ms. Singleton a lump-sum On March 8, 2017, the Board appointed Jeffrey L. Rutherford, age 56, as Interim President and Interim Chief Executive Officer, effective immediately. The Board also elected Mr. Rutherford as Chairman of the Board, effective immediately. Mr. Rutherford joined the Board on February 16, 2017. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation – The consolidated financial statements include the accounts of Edgewater and its wholly-owned subsidiaries. All intercompany transactions have been eliminated in consolidation. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company did not identify any recognizable events during this period. |
Use of Estimates | Use of Estimates – Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. These accounting principles require management to make certain estimates, judgments and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. These estimates, judgments and assumptions used in preparing the accompanying consolidated financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the date of the consolidated financial statements. Although the Company regularly assesses these estimates, judgments and assumptions used in preparing these consolidated financial statements, actual results could differ from those estimates. Changes in estimates are recorded in the period in which they become known. |
Property and Equipment | Property and Equipment – Property and equipment are stated at cost, net of accumulated depreciation and amortization. Property and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets, which range from three to ten years. Additions that extend the lives of the assets are capitalized, while repairs and maintenance costs are expensed as incurred. |
Product Development Costs | Product Development Costs – The Company periodically develops software modules to be used within the Microsoft Dynamics AX environment. Capitalization of qualified software development costs begins upon the establishment of technological feasibility. Amortization of capitalized software development costs, which is recorded as a component of cost of revenue, is provided on a product-by-product |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets – The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Impairment is generally assessed by a comparison of cash flows expected to be generated by an asset to its carrying value. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets – Goodwill has an indefinite useful life and is not amortized but is evaluated for impairment annually (the “Annual Impairment Test”) or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Intangible assets consist primarily of non-compete The Company engages in business activities in three operating segments which also represent reporting units. The Company determined that it has three operating segments (Enterprise Performance Management (“EPM”), Enterprise Resource Planning (“ERP”) and Classic Consulting. The Company has further determined that these operating segments constitute three reporting units. The Company has three reporting units (which also constitute our operating segments) for purposes of its allocation of goodwill and performance of its impairment evaluation. Goodwill is tested for impairment annually at the reporting unit level utilizing the “fair value” methodology. The annual measurement date is December 2. Factors the Company considers important that could trigger an interim review for impairment include, but are not limited to, the following: ◾ Significant under-performance relative to historical or projected future operating results; ◾ Significant changes in the manner of its use of acquired assets or the strategy for its overall business; ◾ Significant negative industry or economic trends; ◾ Significant decline in its stock price for a sustained period; and ◾ Its market capitalization relative to net book value. Goodwill is evaluated for impairment using a two-step |
Revenue Recognition | Revenue Recognition – Our Company recognizes revenue primarily through the provision of consulting services and the resale of third-party, off-the-shelf We recognize revenue by providing consulting services under written service contracts with our customers. The service contracts we enter into generally fall into three specific categories: time and materials, fixed-price and retainer. We consider amounts to be earned once evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable and collectability is reasonably assured. We establish billing terms at the time at which the project deliverables and milestones are agreed. Our standard payment terms are 30 days from invoice date. Out-of-pocket When a customer enters into a time and materials, fixed-price or a periodic retainer-based contract, the Company recognizes revenue in accordance with its evaluation of the deliverables in each contract. If the deliverables represent separate units of accounting, the Company then measures and allocates the consideration from the arrangement to the separate units, based on vendor specific objective evidence (“VSOE”) of the value for each deliverable. The revenue under time and materials contracts is recognized as services are rendered and performed at contractually agreed upon rates. Revenue pursuant to fixed-price contracts is recognized under the proportional performance method of accounting. We routinely evaluate whether revenue and profitability should be recognized in the current period. We estimate the proportional performance on our fixed-price contracts on a monthly basis utilizing hours incurred to date as a percentage of total estimated hours to complete the project. This method is used because reasonably dependable estimates of costs and revenue earned can be made, based on historical experience and milestones identified in any particular contract. If we do not have a sufficient basis to measure progress toward completion, revenue is recognized upon completion of performance, subject to any warranty provisions or other project management assessments as to the status of work performed. Estimates of total project costs are continually monitored during the term of an engagement. There are situations where the number of hours to complete projects may exceed our original estimate, as a result of an increase in project scope, unforeseen events that arise, or the inability of the client or the delivery team to fulfill their responsibilities. Accordingly, recorded revenues and costs are subject to revision throughout the life of a project based on current information and historical trends. Such revisions may result in increases or decreases to revenue and income and are reflected in the consolidated financial statements in the periods in which they are first identified. If our initial estimates of the resources required or the scope of work to be performed on a contract are inaccurate, or we do not manage the project properly within the planned time period, a provision for estimated losses on incomplete projects is made. Any known or probable losses on projects are charged to operations in the period in which such losses are determined. A formal project review process takes place quarterly, although projects are evaluated on an ongoing basis. Management reviews the estimated total direct costs on each contract to determine if the estimated amounts are accurate, and estimates are adjusted as needed in the period identified. No material losses were recognized on contracts during the years ended December 31, 2016, 2015 or 2014. We also perform services on a monthly retainer basis under infrastructure service contracts, which include monthly hosting and support services. Revenue under periodic retainer-based contracts is recognized ratably over the contract period, as outlined within the respective contract. In the event additional services are required, above the minimum retained or contracted amount, then such services are billed on a time and materials basis. Typically, the Company provides warranty services on its fixed-price contracts related to providing customers with the ability to have any “design flaws” remedied and/or have our Company “fix” routine defects. The warranty services, as outlined in the respective contracts, are provided for a specific period of time after a project is complete. The Company values the warranty services based upon historical labor hours incurred for similar services at standard billing rates. Revenue related to the warranty provisions within our fixed-price contracts is recognized as the services are performed or the revenue is earned. The warranty period is typically for a 30-60 Customer prepayments, even if nonrefundable, are deferred (classified as deferred revenue) and recognized over future periods as services are performed. Software revenue represents the resale of certain third-party off-the-shelf Prior to the second quarter of 2013, we recorded substantially all of our software resale revenue on a gross basis (reporting the revenue and cost from the transaction in our consolidated statement of comprehensive income (loss)). However, beginning in the second quarter of 2013, due to changes in the nature of the terms of certain of our Microsoft Dynamics AX software resale arrangements, we began to recognize a portion of our software resale revenue on a net basis (reporting only the net profit from the transaction as revenue in our consolidated statement of comprehensive income (loss)). It is expected that the mix of software revenue we report on a gross verses net basis will continue to fluctuate in future periods. The majority of the software sold by the Company is delivered electronically. For software that is delivered electronically, we consider delivery to have occurred when the customer either (a) takes possession of the software via a download (that is, when the customer takes possession of the electronic data on its hardware), or (b) has been provided with access codes that allow the customer to take immediate possession of the software on its hardware pursuant to an agreement or purchase order for the software. The Company enters into multiple element arrangements which typically include software, post-contract support (or maintenance), and consulting services. Consistent with the software described above, maintenance that is in the form of a pass through transaction is recognized upon delivery of the software, as all related warranty and maintenance is performed by the primary software vendor and not the Company. Maintenance fee revenue for the Company’s software products, which is inconsequential in all years presented, is recognized ratably over the term of the arrangements, which are generally for a one-year |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts – The Company maintains an allowance for doubtful accounts related to its accounts receivable that have been deemed to have a high risk of uncollectability. Management reviews its accounts receivable balances on a monthly basis to determine if any receivables are potentially uncollectible. Management further analyzes historical collection trends and changes in its customer payment patterns, customer concentration and credit worthiness when evaluating the adequacy of its allowance for doubtful accounts. The Company includes any accounts receivable balances that are deemed to be potentially uncollectible, along with a general reserve, in its overall allowance for doubtful accounts. Billed and unbilled receivables that are specifically identified as being at risk are provided for with a charge to revenue or bad debts as appropriate in the period the risk is identified. Based on the information available, management believes the allowance for doubtful accounts is adequate; however, future write-offs could exceed the recorded allowance. |
Cost of Services | Cost of Services – Our cost of services is composed primarily of project personnel costs, including direct salaries, payroll taxes, employee benefits, contractor costs and travel expenses for personnel dedicated to customer projects. These costs represent the most significant expense we incur in providing our services. |
Consent Solicitation Expense | Consent Solicitation Expense – During the years ended December 31, 2016 and 2015, the Company incurred $187 thousand and $495 thousand, respectively, of legal and advisory expenses in connection with its defense against consent solicitations. No such expenses were incurred in the year ended December 31, 2014. |
Other Expense, Net | Other Expense, Net – The following table represents the components of other expense, net: Year Ended December 31, 2016 2015 2014 (In Thousands) Interest expense, net $ 100 $ 18 $ 15 Accretion of contingent earnout consideration $ 2,182 $ 1,710 $ - Loss on foreign exchange transactions $ 45 $ 285 $ 166 Other expense, net $ 2,327 $ 2,013 $ 181 |
Provision for Taxes | Provision for Taxes – In determining our current income tax provision, we assess temporary differences resulting from different treatments of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are recorded in our consolidated balance sheets. We evaluate the realizability of our deferred tax assets and assess the need for a valuation allowance on an ongoing basis. In evaluating our deferred tax assets, we consider whether it is more likely than not that the deferred income tax assets will be realized. The ultimate realization of our deferred tax assets depends upon generating sufficient future taxable income during the periods in which our temporary differences either become deductible or expire. This assessment requires significant judgment. Any future changes in the valuation allowance could result in additional income tax expense (benefit) and reduce or increase stockholders’ equity, and such changes could have a significant impact upon our earnings in the future. Income tax reserves are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not realized based on the technical merits of the position. Potential interest and penalties associated with such uncertain tax position is recorded as a component of the income tax provision. |
Earnings Per Share | Earnings Per Share – A reconciliation of net income (loss) and weighted average shares used in computing basic and diluted net income per share is as follows: Year Ended December 31, 2016 2015 2014 (In Thousands, Except Per Share Data) Basic net (loss) income per share: Net (loss) income applicable to common shares $ (2,834 ) $ (4,060 ) $ 4,064 Weighted average common shares outstanding 12,150 11,505 11,131 Basic net (loss) income per share of common stock $ (0.23 ) $ (0.35 ) $ 0.37 Diluted net (loss) income per share: Net (loss) income applicable to common shares $ (2,834 ) $ (4,060 ) $ 4,064 Weighted average common shares outstanding 12,150 11,505 11,131 Dilutive effects of stock options and restricted stock awards - - 1,959 Weighted average common shares, assuming dilutive effect of stock options 12,150 11,505 13,090 Diluted net (loss) income per share of common stock $ (0.23 ) $ (0.35 ) $ 0.31 Share-based awards, inclusive of all grants made under the Company’s equity plans, for which either the stock option exercise price, or the fair value of the restricted share award, exceeds the average market price over the period, have an anti-dilutive effect on earnings per share, and accordingly, are excluded from the diluted computations for all periods presented. Had such shares been included, shares for the diluted computation would have increased by approximately 63 thousand and 47 thousand in the years ended December 31, 2015 and 2014, respectively. No such shares were excluded in the year ended December 31, 2016. As of December 31, 2016 and 2015, there were approximately 2.9 million and 3.9 million share-based awards outstanding under the Company’s equity plans, respectively. The Company excluded 2.0 million and 1.9 million shares from the dilutive calculations during the years ended December 31, 2016 and 2015, respectively, as a result of the net loss position. |
Concentrations of Credit Risk | Concentrations of Credit Risk – Financial instruments that potentially subject the Company to significant concentration of market or credit risk consist principally of cash equivalent instruments and accounts receivable. The Company places its cash balances with reputable financial institutions. Trade receivables potentially subject the Company to credit risk. The Company extends credit to its customers based upon an evaluation of the customer’s financial condition and credit history and generally does not require collateral. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. We have never experienced any losses related to these balances. The Company has historically incurred minimal credit losses. No customer balances were in excess of 10% of the Company’s total receivables balance as of December 31, 2016 or 2015. For the years ended December 31, 2016, 2015 and 2014, no customer represented 10% or more of the Company’s total revenue or total service revenue. For the years ended December 31, 2016, 2015 and 2014, our five largest customers represented 15.2%, 11.8% and 17.8% of our service revenue in the aggregate, respectively. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) – Other comprehensive income (loss) consists of periodic currency translation adjustments. |
Share-Based Compensation | Share-Based Compensation – The Company recognizes the total fair value of share-based awards as compensation expense, over the requisite employee service period (generally the vesting period of the grant). The Company has used the Black-Scholes option-pricing model to compute the estimated fair value of stock option grants on the date of the award. The Black-Scholes option-pricing model includes assumptions regarding dividend yields, expected volatility, expected option term and risk-free interest rates. The Company estimates expected volatility based upon historical volatility. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Restricted stock awards are valued at the price of our common stock on the date of the award. The assumptions used in computing the fair value of share-based awards reflect management’s best estimates but involve uncertainties relating to market and other conditions, many of which are outside of the Company’s control. As a result, if other assumptions or estimates had been used, the share-based compensation expense that was recorded for the years ended December 31, 2016, 2015, and 2014 could have been materially different. Furthermore, if different assumptions are used in future periods, share-based compensation expense could be materially impacted in the future. |
Foreign Currency Translation | Foreign Currency Translation – The financial statements for Edgewater’s non-U.S. year-end |
Recent Accounting Pronouncements | Recent Accounting Pronouncements – In May 2014, the Financial Accounting Standards Board issued ASU No. 2014-9, Revenue from Contracts with Customers (Topic 606), (the “New Revenue Standard”) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. Additional disclosures will also be required to enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The New Revenue Standard will replace most existing revenue recognition guidance in GAAP when it becomes effective and permits the use of either the retrospective or modified retrospective method upon adoption. Adoption of the New Revenue Standard is permitted as early as the first quarter of 2017 and is required by the first quarter of 2018. The Company currently expects to adopt the standard on January 1, 2018 using the modified retrospective method and will apply the guidance only to the most current period presented in the financial statements and only on contracts that are not completed as of the date of initial application. The cumulative effect of initially applying the standard will be recognized as an adjustment to the opening balance of retained earnings within stockholders’ equity. The Company has begun to evaluate the effect that ASU No. 2014-09 and its related amendments will have on its consolidated financial statements and related disclosures. In particular, we are currently evaluating the potential impact of the new standard as it relates to distinguishing performance obligations, client acceptance and cancellation provisions, variable consideration, principal vs. agent consideration, warranties and post-contract support services among others. Due to the complexity of the new standard and the nature of our contracts, the actual revenue recognition treatment required under the new standard may vary and will be dependent on contract-specific terms. The Company expects to complete its assessment of the impact of adoption during 2017. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit No. 2015-03 No. 2015-15 In September 2015, the FASB issued ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments No. 2015-16 In February 2016, the FASB issued ASU No. 2016-02, Leases Leases, Leases No. 2016-02 Commitments and Contingencies In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. No. 2016-19 In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. 2017-04 2017-04 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Components of Other Expense, Net | The following table represents the components of other expense, net: Year Ended December 31, 2016 2015 2014 (In Thousands) Interest expense, net $ 100 $ 18 $ 15 Accretion of contingent earnout consideration $ 2,182 $ 1,710 $ - Loss on foreign exchange transactions $ 45 $ 285 $ 166 Other expense, net $ 2,327 $ 2,013 $ 181 |
Reconciliation of Net Income (Loss) and Weighted Average Shares used in Computing Basic and Diluted Net Income (Loss) Per Share | A reconciliation of net income (loss) and weighted average shares used in computing basic and diluted net income per share is as follows: Year Ended December 31, 2016 2015 2014 (In Thousands, Except Per Share Data) Basic net (loss) income per share: Net (loss) income applicable to common shares $ (2,834 ) $ (4,060 ) $ 4,064 Weighted average common shares outstanding 12,150 11,505 11,131 Basic net (loss) income per share of common stock $ (0.23 ) $ (0.35 ) $ 0.37 Diluted net (loss) income per share: Net (loss) income applicable to common shares $ (2,834 ) $ (4,060 ) $ 4,064 Weighted average common shares outstanding 12,150 11,505 11,131 Dilutive effects of stock options and restricted stock awards - - 1,959 Weighted average common shares, assuming dilutive effect of stock options 12,150 11,505 13,090 Diluted net (loss) income per share of common stock $ (0.23 ) $ (0.35 ) $ 0.31 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
M2 Dynamics [Member] | |
Summary of Preliminary Purchase Price Allocation | The Company performed a fair value allocation of the purchase price among assets, liabilities and identified intangible assets. The final allocation of the purchase price was as follows: Total Life (In Years) (In Thousands) Accounts receivable $ 2,878 Other assets 21 Accounts payable and accrued expenses (866 ) Customer relationships 7,700 6 Years Goodwill (deductible for tax purposes) 10,038 Total purchase price $ 19,771 |
Summary of Supplemental Pro Forma Financial Information | The following table sets forth supplemental pro forma financial information that assumes the acquisition of M2 Dynamics was completed at the beginning of 2015. The information for the year ended December 31, 2015 includes the historical results of Edgewater and M2 Dynamics. The pro forma results include estimates and assumptions regarding the amortization of intangible assets recognized as part of the acquisition and income taxes. The pro forma results, as presented, are not necessarily indicative of the results that would have occurred if the acquisition had occurred on the date indicated, or that may result in the future. Unaudited 2015 2014 (In Thousands) Pro forma revenue $ 129,522 $ 122,956 Pro forma net (loss) income (2,679 ) 3,565 Pro forma basic net (loss) income per share $ (0.23 ) $ 0.32 Pro forma diluted net (loss) income per share $ (0.23 ) $ 0.27 |
Branchbird [Member] | |
Summary of Preliminary Purchase Price Allocation | The Company performed a fair value allocation of the purchase price among assets, liabilities and identified intangible assets. The final allocation of the purchase price was as follows: Total Life (In Years) (In Thousands) Accounts receivable $ 540 Other assets 16 Accounts payable and accrued expenses (86 ) Customer relationships 2,100 5 Goodwill (deductible for tax purposes) 1,613 Total purchase price $ 4,183 |
Zero2Ten [Member] | |
Summary of Preliminary Purchase Price Allocation | The Company performed a fair value allocation of the purchase price among assets, liabilities and identified intangible assets. The final allocation of the purchase price was as follows: Total Life (In Years) (In Thousands) Accounts receivable $ 1,596 Other assets 142 Deferred revenue (1,158 ) Accounts payable and accrued expenses (580 ) Customer relationships 2,800 5 Goodwill (deductible for tax purposes) 6,210 Total purchase price $ 9,010 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Company's Fair Value Hierarchy for its Financial Assets and Liabilities | The following table represents the Company’s fair value hierarchy for its financial assets and liabilities required to be measured on a recurring basis: Basis of Fair Value Measurements Balance Quoted Prices Significant Significant (In Thousands) Balance at December 31, 2015: Financial liabilities: Contingent earnout consideration $ 8,089 $ - $ - $ 8,089 Total financial liabilities $ 8,089 $ - $ - $ 8,089 Balance at December 31, 2015: Financial liabilities: Contingent earnout consideration $ 10,540 $ - $ - $ 10,540 Total financial liabilities $ 10,540 $ - $ - $ 10,540 |
Reconciliation of the Beginning and Ending Level 3 Net Liabilities | A reconciliation of the beginning and ending Level 3 net liabilities for the years ended December 31, 2016 and 2015 is as follows: Fair Value (In Thousands) Balance at January 1, 2015 $ - Initial estimate of fair value related to Zero2Ten contingent earnout consideration 4,367 Initial estimate of fair value related to Branchbird contingent earnout consideration 1,428 Initial estimate of fair value related to M2 Dynamics contingent earnout consideration 3,035 Accretion of contingent earnout consideration (included within other expense, net) 1,710 Balance at December 31, 2015 10,540 Payment of contingent earnout consideration (3,906 ) Adjustment to estimated fair value of contingent earnout consideration (included within Selling, general and administrative expense) (725 ) Accretion of contingent earnout consideration (included within other expense, net) 2,182 Ending balance at December 31, 2016 $ 8,089 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Changes in Allowance for Doubtful Accounts | The following are the changes in the allowance for doubtful accounts: Year Ended December 31, 2016 2015 2014 (In Thousands) Balance at beginning of year $ 150 $ 150 $ 150 Provisions for doubtful accounts 104 67 — Charge-offs, net of recoveries (104 ) (67 ) — Balance at end of year $ 150 $ 150 $ 150 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment | Components of property and equipment consisted of the following: December 31, 2016 2015 (In Thousands) Furniture, fixtures and equipment $ 1,000 $ 1,683 Computer equipment and software 1,411 1,365 Leasehold improvements 3,014 3,024 5,425 6,072 Less accumulated depreciation and amortization (4,802 ) (5,248 ) Total $ 623 $ 824 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in the Carrying Amount of Goodwill | The changes in the carrying amount of goodwill are as follows: Classic EPM ERP Consolidated (In Thousands) Balance at January 1, 2015 $ 140 $ 2,079 $ 9,830 $ 12,049 Increase to goodwill related to Zero2Ten, Branchbird, and M2 Dynamics Acquisitions — 11,651 6,210 17,861 Balance at December 31, 2015 140 13,730 16,040 29,910 Increase to goodwill in 2016 related to the M2 Dynamics Acquisition — 73 — 73 Balance at December 31, 2016 $ 140 $ 13,803 $ 16,040 $ 29,983 |
Summary of the Identifiable Intangible Assets Subject for Amortization | Below is a summary of the Company’s identifiable intangible assets that are subject to amortization: December 31, 2016 Gross Impairment Accumulated Net (In Thousands) Identifiable intangibles: Non-compete $ 3,860 $ - $ 3,860 $ - Customer relationships 22,978 - 14,611 8,367 Capitalized product development costs 1,139 - 1,128 11 $ 27,977 $ - $ 19,599 $ 8,378 December 31, 2015 Gross Impairment Accumulated Net (In Thousands) Identifiable intangibles: Non-compete $ 3,860 $ - $ 3,860 $ - Customer relationships 22,978 - 11,187 11,791 Capitalized product development costs 1,139 - 940 199 $ 27,977 $ - $ 15,987 $ 11,990 |
Estimated Useful Lives of the Acquired Identifiable Intangible Assets | The intangible assets were identified and valued by the Company. The original estimated useful lives of the acquired identifiable intangible assets are as follows: Non-compete 4 to 5 years Customer relationships 4 to 6 years Capitalized product development costs 3 years |
Estimated Annual Amortization Expense | Estimated annual amortization expense for the next five years ending December 31, which encompasses the remaining useful life of the intangible assets, is as follows: Amortization (In Thousands) 2017 $ 2,804 2018 2,240 2019 1,712 2020 1,057 2021 and thereafter 565 Total $ 8,378 |
Accrued Expenses and Other Li32
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Components of Accrued Expenses | Components of accrued expenses consisted of the following: December 31, 2016 2015 (In Thousands) Accrued bonuses 3,053 2,939 Accrued payroll related liabilities 2,614 2,423 Accrued vacation 2,243 2,272 Accrued commissions 2,537 1,496 Accrued software expense 844 1,284 Accrued contractor fees 455 1,132 Accrued professional service fees 344 1,016 Short-term portion of lease abandonment accrual - 437 Deferred rent 74 220 Income tax related accruals 166 318 Other accrued expenses 1,167 1,949 Total $ 13,497 $ 15,486 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Components of Company's Income Tax Provision (Benefit) | Significant components of the Company’s income tax provision (benefit) consisted of the following: Year Ended December 31, 2016 2015 2014 (In Thousands) Current tax expense: Federal $ - $ - $ - State 185 161 377 Foreign (9) 264 68 176 425 445 Deferred tax expense (benefit): Federal 801 (544 ) 2,092 State 344 476 709 Foreign 9 205 301 Change in valuation allowance 3,700 3,000 - 4,854 3,137 3,102 Unrecognized tax benefit - (33 ) (370 ) Income tax provision $ 5,030 $ 3,529 $ 3,177 |
Schedule of Domestic and Foreign Components of Income (Loss) Before Income Taxes | The components of income (loss) before income taxes are as follows: Year Ended December 31, 2016 2015 2014 Domestic $ 1,568 $ (1,875 ) $ 6,259 Foreign 628 1,344 982 Income (loss) before income taxes $ 2,196 $ (531 ) $ 7,241 |
Statutory Federal Tax Rate of Income from Continuing Operations | The differences in income taxes determined by applying the statutory federal tax rate of 34% to income from continuing operations before income taxes and the amounts recorded in the accompanying consolidated statements of comprehensive income (loss) result from the following: Year Ended December 31, 2016 2015 2014 Amount Rate Amount Rate Amount Rate (Dollar Amounts In Thousands) Income tax at statutory rate $ 747 34.0 % $ (195 ) 34.0 % $ 2,468 34.0 % Add (deduct): State income taxes, net of federal tax benefit 429 19.6 484 (84.4 ) 556 7.7 Tax rate difference on foreign income taxes 17 0.8 (36 ) 6.2 26 0.4 Tax effect of rate change on deferred tax assets - - - 0.0 252 3.5 Non-deductible 126 5.7 155 (27.1 ) 112 1.6 Net decrease in deferred tax attributes - - - - 183 2.5 Increase in valuation allowance against certain deferred tax assets 3,700 168.5 3,000 (523.8 ) - - Unrecognized tax benefits - - (33 ) 5.8 (370 ) (5.1 ) Other, net 11 0.5 154 (27.0 ) (50 ) (0.7 ) $5,030 229.1 % $ 3,529 (616.3 )% $ 3,177 43.9 % |
Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2016 and 2015 are as follows: December 31, 2016 2015 (In Thousands) Deferred income tax assets: Net operating loss carryforwards and credits $ 16,090 $ 16,753 Acquired intangible assets 6,561 6,517 Reserves and accruals 2,209 2,115 Share-based compensation 2,837 3,092 Depreciation 395 397 Total deferred income tax assets 28,092 28,874 Deferred income tax liabilities: Acquired intangible assets (549 ) (180 ) Other (312 ) (162 ) Total deferred income tax liabilities (861 ) (342 ) Valuation allowance (8,200 ) (4,500 ) Deferred income tax asset, net $ 19,031 $ 24,032 |
Deferred Tax Valuation Allowance | Annual changes to the deferred tax valuation allowance are as follows: Year Ended December 31, 2016 2015 2014 (In Thousands) Balance, beginning of year $ 4,500 $ 1,500 $ 1,500 Additions 3,700 3,000 - Balance, end of year $ 8,200 $ 4,500 $ 1,500 |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows: Year Ended December 31, 2016 2015 2014 (In Thousands) Gross unrecognized tax benefits, beginning of year $ - $ 9 $ 108 Increase in tax position in current year - - - Settlement/Expiration of statute - - - De-recognition - (9 ) (99 ) Gross unrecognized tax benefits, end of year $ - $ - $ 9 |
Employee Share-Based Compensa34
Employee Share-Based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Share-Based Compensation Expense | The share-based compensation expense and its classification in the statements of comprehensive income (loss) were as follows: Year Ended December 31, 2016 2015 2014 (In Thousands) Project and personnel costs $ 202 $ 191 $ 242 Selling, general and administrative 1,084 1,402 1,270 Total share-based compensation expense $ 1,286 $ 1,593 $ 1,512 |
Schedule of Fair Value of Option Award Granted Based Upon Weighted-Average Assumptions | The fair value of each option award granted during 2016, 2015 and 2014, was based upon the following weighted-average assumptions: Year Ending December 31, 2016 2015 2014 Expected volatility 40.8 % 46.6 % 48.0 % Expected dividend yield - % - % - % Expected life (in years) 3.57 3.63 3.69 Risk-free interest rate 1.1 % 1.1 % 0.8 % |
Summary of Stock Option Activity Under the Equity Plans | A summary of stock option activity under the Equity Plans (excluding restricted share awards) is presented below: Stock Options: Shares Weighted Weighted Aggregate (In Thousands) Outstanding at January 1, 2015 3,735,233 $ 3.85 Granted 304,000 7.05 Exercised (259,549 ) 3.21 Forfeited or expired (29,901 ) 3.80 Outstanding at December 31, 2015 3,749,783 $ 4.15 2.93 $ 14,456 Granted 45,000 7.61 Exercised (883,085 ) 3.64 Forfeited or expired (61,368 ) 4.64 Outstanding at December 31, 2016 2,850,330 $ 4.36 2.63 $ 8,961 Vested and expected to vest at December 31, 2016 2,778,665 $ 4.29 2.57 $ 8,041 Exercisable at December 31, 2016 2,531,819 $ 4.02 2.35 $ 8,810 |
Summary of Non-vested Restricted Share Activity Under the Restricted Share Plans | A summary of non-vested Restricted Share Awards: Non-vested Weighted Non-vested 153,718 $ 5.57 Granted 91,000 7.00 Vested (76,601 ) (5.54 ) Non-vested 168,117 $ 6.36 Granted — — Vested (92,683 ) (5.88 ) Non-vested 75,434 $ 6.95 Expected to vest at December 31, 2016 75,434 $ 6.95 |
Summary Weighted-average Fair Value of the Shares Issued Under the ESPP Plans | Expected volatility was based on historical volatility. Year Ended December 31, 2016 2015 2014 Expected volatility 30.5 % 32.0 % 47.2 % Expected dividend yield - % - % - % Expected life (in years) 0.25 0.25 0.25 Risk-free interest rate 0.3 % 0.0 % 0.0 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Non-cancellable Lease Terms | Commitments. non-cancelable Year Ending December 31, Operating 2017 $ 835 2018 363 2019 338 2020 84 Thereafter - $ 1,620 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Text Block [Abstract] | |
Schedule of Geographic Information | Net sales to unaffiliated customers by geographic area were as follows: For the Years Ending December 31, 2016 2015 2014 United States $ 108,200 $ 100,730 $ 103,446 Canada 12,288 11,377 6,572 Other International 6,034 4,598 2,971 Total Revenue $ 126,522 $ 116,704 $ 112,989 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Segment information for the years ended December 31, 2016, 2015 and 2014 is as follows (in thousands): EPM ERP Classic Corporate Consolidated (In Thousands) 2016 Total revenue $ 64,703 $ 45,692 $ 16,127 $ - $ 126,522 Operating income (loss) $ 8,820 $ 4,292 $ 1,991 $ (10,580 ) $ 4,523 Depreciation and amortization expense $ 2,872 $ 971 $ 169 $ 190 $ 4,202 2015 Total revenue $ 53,907 $ 47,180 $ 15,617 $ - $ 116,704 Operating income (loss) $ 7,219 $ 4,864 $ 1,128 $ (11,729 ) $ 1,482 Depreciation and amortization expense $ 495 $ 814 $ 211 $ 188 $ 1,708 2014 Total revenue $ 57,508 $ 41,901 $ 13,580 $ - $ 112,989 Operating income (loss) $ 10,645 $ 6,439 $ 619 $ (10,281 ) $ 7,422 Depreciation and amortization expense $ 196 $ 509 $ 245 $ 192 $ 1,142 |
Unaudited Supplementary Quart38
Unaudited Supplementary Quarterly Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Supplementary Quarterly Financial Information | The following tables set forth certain unaudited supplementary quarterly financial information for the years ended December 31, 2016 and 2015. The quarterly operating results are not necessarily indicative of future results of operations. 2016 1 st 2 nd 3 rd 4 th Total (In Thousands, Except Per Share Data) Total revenue $ 31,898 $ 34,024 $ 30,826 $ 29,774 $ 126,522 Gross profit $ 10,750 $ 12,814 $ 10,640 $ 11,978 $ 46,182 Net (loss) income $ (763 ) $ 1,313 $ 43 $ (3,427 )(1) $ (2,834 ) Basic (loss) income per share $ (0.06 ) $ 0.11 $ 0.00 $ (0.28 ) $ (0.23 ) Diluted (loss) income per share $ (0.06 ) $ 0.09 $ 0.00 $ (0.28 ) $ (0.23 ) 2015 1 st 2 nd 3 rd 4 th Total (In Thousands, Except Per Share Data) Total revenue $ 26,578 $ 30,527 $ 31,184 $ 28,415 $ 116,704 Gross profit $ 7,645 $ 10,413 $ 11,756 $ 9,776 $ 39,590 Net (loss) income $ (940 ) $ 494 $ 1,027 $ (4,641 )(1) $ (4,060 ) Basic (loss) income per share $ (0.08 ) $ 0.04 $ 0.09 $ (0.40 ) $ (0.35 ) Diluted (loss) income per share $ (0.08 ) $ 0.04 $ 0.08 $ (0.40 ) $ (0.35 ) (1) The Company’s fourth quarter 2016 and 2015 net loss includes $3.7 million and $3.6 million, respectively, of expense associated with the increase to the valuation allowance applied against the carrying value of its deferred tax attributes and the impairment of certain state net operating loss carryforwards. |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2016USD ($)SegmentCustomerUnitshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | |
Summary Of Significant Accounting Policies [Line Items] | |||
Capitalized amount in product development cost | $ 0 | $ 0 | |
Amortization from capitalized software development costs | $ 188,000 | 191,000 | $ 214,000 |
Number of reportable segments for business activities | Segment | 3 | ||
Number of reporting units for goodwill allocation | Unit | 3 | ||
Standard payment terms to customers | 30 days | ||
Losses recognized on fixed-price contracts | $ 0 | 0 | 0 |
Maintenance fee revenue recognition period | 1 year | ||
Consent solicitation expense | $ 187,000 | $ 495,000 | $ 0 |
Diluted computation increased | shares | 0 | 63,000 | 47,000 |
Share-based awards outstanding under equity plans | shares | 2,850,330 | 3,749,783 | 3,735,233 |
Excess customer balance from receivables | $ 0 | $ 0 | |
Customer balances excess percentage of total receivables balance | 10.00% | 10.00% | |
Customer threshold percentage of total receivables or total service revenue | 10.00% | 10.00% | 10.00% |
Number of largest customers | Customer | 5 | ||
Revenue from Rights Concentration Risk [Member] | Sales Revenue, Net [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Aggregate service revenue | 15.20% | 11.80% | 17.80% |
Option Plans [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Diluted computation increased | shares | 2,000,000 | 1,900,000 | |
Minimum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment estimated useful lives | 3 years | ||
Acquired intangible assets useful lives | 3 years | ||
Warranty period on fixed-price contracts | 30 days | ||
Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment estimated useful lives | 10 years | ||
Estimated economic life of product | 3 years | ||
Acquired intangible assets useful lives | 6 years | ||
Warranty period on fixed-price contracts | 60 days |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Components of Other Expense, Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Regulatory Assets [Abstract] | |||
Interest expense, net | $ 100 | $ 18 | $ 15 |
Accretion of contingent earnout consideration | 2,182 | 1,710 | |
Loss on foreign exchange transactions | 45 | 285 | 166 |
Other expense, net | $ 2,327 | $ 2,013 | $ 181 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Reconciliation of Net Income (Loss) and Weighted Average Shares used in Computing Basic and Diluted Net Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Basic net (loss) income per share | |||||||||||
Net (loss) income applicable to common shares | $ (2,834) | $ (4,060) | $ 4,064 | ||||||||
Weighted average common shares outstanding | 12,150 | 11,505 | 11,131 | ||||||||
Basic net (loss) income per share of common stock | $ (0.28) | $ 0 | $ 0.11 | $ (0.06) | $ (0.40) | $ 0.09 | $ 0.04 | $ (0.08) | $ (0.23) | $ (0.35) | $ 0.37 |
Diluted net (loss) income per share: | |||||||||||
Net (loss) income applicable to common shares | $ (2,834) | $ (4,060) | $ 4,064 | ||||||||
Weighted average common shares outstanding | 12,150 | 11,505 | 11,131 | ||||||||
Dilutive effects of stock options and restricted stock awards | 1,959 | ||||||||||
Weighted average common shares, assuming dilutive effect of stock options | 12,150 | 11,505 | 13,090 | ||||||||
Diluted net (loss) income per share of common stock | $ (0.28) | $ 0 | $ 0.09 | $ (0.06) | $ (0.40) | $ 0.08 | $ 0.04 | $ (0.08) | $ (0.23) | $ (0.35) | $ 0.31 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) | Dec. 21, 2015USD ($) | Aug. 17, 2015USD ($) | Mar. 13, 2015USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($)Earnout_Period | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | |||||||||
Business combination, contingent earnout considerations accrual | $ 3,468,000 | ||||||||
Increase in total purchase price | $ (725,000) | ||||||||
Direct acquisition costs | 430,000 | 1,754,000 | |||||||
Payment of contingent earnout consideration | $ 3,226,000 | ||||||||
M2 Dynamics [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition date | Dec. 21, 2015 | ||||||||
Purchase price consideration | $ 19,800,000 | ||||||||
Initial cash consideration | 16,100,000 | $ 93,000 | 16,736,000 | ||||||
Working capital adjustment | 596,000 | ||||||||
Initial cash consideration increased | 3,000,000 | ||||||||
Increase in carrying value of goodwill | $ 93,000 | $ 73,000 | |||||||
Earnout period | 1 year | ||||||||
Earnout consideration | $ 6,600,000 | ||||||||
Business combination, contingent earnout considerations accrual | $ 4,500,000 | 4,500,000 | |||||||
Direct transaction costs | 430,000 | $ 430,000 | 801,000 | ||||||
Business combination revenue recorded | 247,000 | ||||||||
Business combination net loss recorded | (118,000) | ||||||||
Purchase price consideration | $ 19,771,000 | ||||||||
M2 Dynamics [Member] | Restatement Adjustment [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Increase in total purchase price | 662,000 | ||||||||
Branchbird [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition date | Aug. 17, 2015 | ||||||||
Purchase price consideration | $ 4,200,000 | ||||||||
Initial cash consideration | 2,700,000 | 2,755,000 | |||||||
Working capital adjustment | 19,000 | ||||||||
Initial cash consideration increased | 1,400,000 | ||||||||
Earnout period | 1 year | ||||||||
Earnout consideration | 2,400,000 | ||||||||
Business combination, contingent earnout considerations accrual | 757,000 | $ 757,000 | |||||||
Direct acquisition costs | 340,000 | ||||||||
Number of consecutive earnout period | Earnout_Period | 2 | ||||||||
Purchase price consideration | $ 4,183,000 | ||||||||
Branchbird [Member] | Restatement Adjustment [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Increase in total purchase price | 221,000 | $ 798,000 | |||||||
Zero2Ten [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition date | Mar. 13, 2015 | ||||||||
Initial cash consideration | $ 4,500,000 | 4,643,000 | |||||||
Working capital adjustment | 457,000 | ||||||||
Initial cash consideration increased | 4,400,000 | ||||||||
Earnout period | 1 year | ||||||||
Direct acquisition costs | $ 613,000 | ||||||||
Number of consecutive earnout period | Earnout_Period | 2 | ||||||||
Purchase price consideration | 9,010,000 | ||||||||
Gross cash consideration | $ 5,000,000 | ||||||||
Business combination, accrued contingent earnout considerations reversed | 238,000 | $ 130,000 | $ 238,000 | ||||||
Remaining earnout consideration | 4,300,000 | $ 4,300,000 | |||||||
Zero2Ten [Member] | First Earnout Period [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Earnout period completed | 12 months | ||||||||
Payment of contingent earnout consideration | $ 3,900,000 | ||||||||
Zero2Ten [Member] | Second Earnout Period [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Earnout period completed | 12 months | ||||||||
Business combination, contingent earnout considerations accrual | $ 2,900,000 | $ 2,900,000 |
Business Combinations - Summary
Business Combinations - Summary of Preliminary Purchase Price Allocation (Detail) - USD ($) $ in Thousands | Dec. 21, 2015 | Aug. 17, 2015 | Mar. 13, 2015 |
Branchbird [Member] | |||
Business Acquisition [Line Items] | |||
Acquired intangible assets useful lives | 5 years | ||
Accounts receivable | $ 540 | ||
Other assets | 16 | ||
Accounts payable and accrued expenses | (86) | ||
Customer relationships | 2,100 | ||
Goodwill (deductible for tax purposes) | 1,613 | ||
Total purchase price | $ 4,183 | ||
Zero2Ten [Member] | |||
Business Acquisition [Line Items] | |||
Acquired intangible assets useful lives | 5 years | ||
Accounts receivable | $ 1,596 | ||
Other assets | 142 | ||
Deferred revenue | (1,158) | ||
Accounts payable and accrued expenses | (580) | ||
Customer relationships | 2,800 | ||
Goodwill (deductible for tax purposes) | 6,210 | ||
Total purchase price | $ 9,010 | ||
M2 Dynamics [Member] | |||
Business Acquisition [Line Items] | |||
Acquired intangible assets useful lives | 6 years | ||
Accounts receivable | $ 2,878 | ||
Other assets | 21 | ||
Accounts payable and accrued expenses | (866) | ||
Customer relationships | 7,700 | ||
Goodwill (deductible for tax purposes) | 10,038 | ||
Total purchase price | $ 19,771 |
Business Combinations - Summa44
Business Combinations - Summary of Supplemental Pro Forma Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Pro forma revenue | $ 129,522 | $ 122,956 |
Pro forma net (loss) income | $ (2,679) | $ 3,565 |
Pro forma basic net (loss) income per share | $ (0.23) | $ 0.32 |
Pro forma diluted net (loss) income per share | $ (0.23) | $ 0.27 |
Fair Value Measurements - Compa
Fair Value Measurements - Company's Fair Value Hierarchy for its Financial Assets and Liabilities (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Financial liabilities: | ||
Total financial liabilities | $ 8,089 | $ 10,540 |
Zero2Ten and Branchbird Contingent Earnout Consideration [Member] | ||
Financial liabilities: | ||
Total financial liabilities | 8,089 | 10,540 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Financial liabilities: | ||
Total financial liabilities | 8,089 | 10,540 |
Significant Unobservable Inputs (Level 3) [Member] | Zero2Ten and Branchbird Contingent Earnout Consideration [Member] | ||
Financial liabilities: | ||
Total financial liabilities | $ 8,089 | $ 10,540 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Fair Value Disclosures [Abstract] | |
Financial instruments transferred into or out of Level 3 classification | $ 0 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of the Beginning and Ending Level 3 Net Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Payment of contingent earnout consideration | $ (3,226) | |
Adjustment to estimated fair value of contingent earnout consideration (included within Selling, general and administrative expense) | 725 | |
Accretion of contingent earnout consideration (included within other expense, net) | (2,182) | $ (1,710) |
Significant Unobservable Inputs (Level 3) [Member] | Zero2Ten and Branchbird Contingent Earnout Consideration [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 10,540 | |
Payment of contingent earnout consideration | (3,906) | |
Adjustment to estimated fair value of contingent earnout consideration (included within Selling, general and administrative expense) | (725) | |
Accretion of contingent earnout consideration (included within other expense, net) | 2,182 | 1,710 |
Ending balance | $ 8,089 | 10,540 |
Significant Unobservable Inputs (Level 3) [Member] | Zero2Ten and Branchbird Contingent Earnout Consideration [Member] | Branchbird [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Initial estimate of fair value related to Branchbird/Zero2Ten/M2 Dynamics contingent earnout consideration | 1,428 | |
Significant Unobservable Inputs (Level 3) [Member] | Zero2Ten and Branchbird Contingent Earnout Consideration [Member] | Zero2Ten [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Initial estimate of fair value related to Branchbird/Zero2Ten/M2 Dynamics contingent earnout consideration | 4,367 | |
Significant Unobservable Inputs (Level 3) [Member] | Zero2Ten and Branchbird Contingent Earnout Consideration [Member] | M2 Dynamics [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Initial estimate of fair value related to Branchbird/Zero2Ten/M2 Dynamics contingent earnout consideration | $ 3,035 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts Receivable Textual [Abstract] | ||
Accounts receivable unbilled amounts | $ 2.7 | $ 4.8 |
Accounts Receivable - Changes i
Accounts Receivable - Changes in Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Receivables [Abstract] | |||
Balance at beginning of year | $ 150 | $ 150 | $ 150 |
Provisions for doubtful accounts | 104 | 67 | 0 |
Charge-offs, net of recoveries | (104) | (67) | 0 |
Balance at end of year | $ 150 | $ 150 | $ 150 |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 5,425 | $ 6,072 |
Less accumulated depreciation and amortization | (4,802) | (5,248) |
Total | 623 | 824 |
Furniture, Fixtures and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,000 | 1,683 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,411 | 1,365 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,014 | $ 3,024 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense related to plant and equipment | $ 590,000 | $ 618,000 | $ 626,000 |
Amount disposed of property plant and equipment | 1,000,000 | 238,000 | 378,000 |
Gain or loss on disposal of property plant and equipment | $ 13,000 | $ 10,000 | $ 0 |
Goodwill and Intangible Asset52
Goodwill and Intangible Assets - Changes in the Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill, beginning Balance | $ 29,910 | $ 29,910 | $ 12,049 |
Goodwill, ending Balance | 29,983 | 29,910 | |
Zero2Ten, Branchbird and M2 Dynamics [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Adjustments to goodwill | 17,861 | ||
M2 Dynamics [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Adjustments to goodwill | 93 | 73 | |
Classic Consulting [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill, beginning Balance | 140 | 140 | 140 |
Goodwill, ending Balance | 140 | 140 | |
EPM [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill, beginning Balance | 13,730 | 13,730 | 2,079 |
Goodwill, ending Balance | 13,803 | 13,730 | |
EPM [Member] | Zero2Ten, Branchbird and M2 Dynamics [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Adjustments to goodwill | 11,651 | ||
EPM [Member] | M2 Dynamics [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Adjustments to goodwill | 73 | ||
ERP [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill, beginning Balance | $ 16,040 | 16,040 | 9,830 |
Goodwill, ending Balance | $ 16,040 | 16,040 | |
ERP [Member] | Zero2Ten, Branchbird and M2 Dynamics [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Adjustments to goodwill | $ 6,210 |
Goodwill and Intangible Asset53
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Other net intangibles | $ 8,378 | $ 11,990 | |
Weighted average amortization period of intangible assets | 4 years 4 months 24 days | 5 years 4 months 24 days | 6 months |
Amortization expense of intangible assets | $ 3,400 | $ 899 | $ 302 |
Amortization from capitalized software development costs | 188 | $ 191 | $ 214 |
Classic Consulting [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment charges of cumulative goodwill | $ 54,600 |
Goodwill and Intangible Asset54
Goodwill and Intangible Assets - Summary of the Identifiable Intangible Assets Subject for Amortization (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 27,977 | $ 27,977 |
Impairment Charges | 0 | 0 |
Accumulated Amortization | 19,599 | 15,987 |
Net Carrying Amount | 8,378 | 11,990 |
Non-compete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,860 | 3,860 |
Impairment Charges | 0 | 0 |
Accumulated Amortization | 3,860 | 3,860 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 22,978 | 22,978 |
Impairment Charges | 0 | 0 |
Accumulated Amortization | 14,611 | 11,187 |
Net Carrying Amount | 8,367 | 11,791 |
Capitalized Product Development Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,139 | 1,139 |
Impairment Charges | 0 | 0 |
Accumulated Amortization | 1,128 | 940 |
Net Carrying Amount | $ 11 | $ 199 |
Goodwill and Intangible Asset55
Goodwill and Intangible Assets - Estimated Useful lives of the Acquired Identifiable Intangible Assets (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 3 years |
Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 6 years |
Non-compete Agreements [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 4 years |
Non-compete Agreements [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 5 years |
Customer Relationships [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 4 years |
Customer Relationships [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 6 years |
Capitalized Product Development Costs [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 3 years |
Goodwill and Intangible Asset56
Goodwill and Intangible Assets - Estimated Annual Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2,017 | $ 2,804 | |
2,018 | 2,240 | |
2,019 | 1,712 | |
2,020 | 1,057 | |
2021 and thereafter | 565 | |
Total | $ 8,378 | $ 11,990 |
Accrued Expenses and Other Li57
Accrued Expenses and Other Liabilities - Components of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Components of accrued liabilities | ||
Accrued bonuses | $ 3,053 | $ 2,939 |
Accrued payroll related liabilities | 2,614 | 2,423 |
Accrued vacation | 2,243 | 2,272 |
Accrued commissions | 2,537 | 1,496 |
Accrued software expense | 844 | 1,284 |
Accrued contractor fees | 455 | 1,132 |
Accrued professional service fees | 344 | 1,016 |
Short-term portion of lease abandonment accrual | 437 | |
Deferred rent | 74 | 220 |
Income tax related accruals | 166 | 318 |
Other accrued expenses | 1,167 | 1,949 |
Total | $ 13,497 | $ 15,486 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Benefit [Line Items] | ||||||
Income tax provision (benefit) | $ 5,030,000 | $ 3,529,000 | $ 3,177,000 | |||
Increase in valuation allowance | $ (3,700,000) | $ (3,600,000) | 3,700,000 | 3,000,000 | ||
Gross deferred tax assets | 28,092,000 | 28,874,000 | 28,092,000 | 28,874,000 | ||
Valuation allowance | 8,200,000 | 4,500,000 | 8,200,000 | 4,500,000 | 1,500,000 | $ 1,500,000 |
Pre-tax income | $ 8,900,000 | $ 8,800,000 | ||||
Pretax income period | 3 years | 3 years | ||||
Deferred income tax asset,foreign subsidiary | $ 0 | $ 0 | ||||
Statutory federal tax rate to income from continuing operations | 34.00% | 34.00% | ||||
Current deferred tax assets reclassified as noncurrent | $ 2,000,000 | $ 2,000,000 | ||||
Excess tax deductions from stock option exercises | 4,000,000 | 4,000,000 | 4,000,000 | $ 4,000,000 | 4,000,000 | |
Unrecognized tax benefits, penalties and interest accrued | 0 | $ 0 | 0 | $ 0 | $ 49,000 | |
Tax benefit unrecognized | 0 | 0 | ||||
Expire in 2030 [Member] | ||||||
Income Tax Benefit [Line Items] | ||||||
Foreign tax credits | 2,100,000 | 2,100,000 | ||||
Expire in 2030 [Member] | Federal [Member] | ||||||
Income Tax Benefit [Line Items] | ||||||
Net operating loss carryforwards | 48,000,000 | 48,000,000 | ||||
Expire in 2030 [Member] | State [Member] | ||||||
Income Tax Benefit [Line Items] | ||||||
Net operating loss carryforwards | 48,000,000 | 48,000,000 | ||||
Expire in 2020 [Member] | ||||||
Income Tax Benefit [Line Items] | ||||||
Net operating loss carryforwards | 35,800,000 | 35,800,000 | ||||
Foreign tax credits | 1,000,000 | 1,000,000 | ||||
Expire in 2035 [Member] | ||||||
Income Tax Benefit [Line Items] | ||||||
Net operating loss carryforwards | $ 442,000 | $ 442,000 | ||||
Earliest Tax Year [Member] | ||||||
Income Tax Benefit [Line Items] | ||||||
Open tax year subject to examination | 2,004 | |||||
Latest Tax Year [Member] | ||||||
Income Tax Benefit [Line Items] | ||||||
Open tax year subject to examination | 2,015 |
Income Taxes - Components of Co
Income Taxes - Components of Company's Income Tax Provision (Benefit) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current tax expense: | |||||
Federal | $ 0 | $ 0 | $ 0 | ||
State | 185 | 161 | 377 | ||
Foreign | (9) | 264 | 68 | ||
Total | 176 | 425 | 445 | ||
Deferred tax expense (benefit): | |||||
Federal | 801 | (544) | 2,092 | ||
State | 344 | 476 | 709 | ||
Foreign | 9 | 205 | 301 | ||
Change in valuation allowance | $ (3,700) | $ (3,600) | 3,700 | 3,000 | |
Total | 4,854 | 3,137 | 3,102 | ||
Unrecognized tax benefit | (33) | (370) | |||
Income tax provision | $ 5,030 | $ 3,529 | $ 3,177 |
Income Taxes - Schedule of Dome
Income Taxes - Schedule of Domestic and Foreign Components of Income (Loss) Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 1,568 | $ (1,875) | $ 6,259 |
Foreign | 628 | 1,344 | 982 |
Income (loss) before income taxes | $ 2,196 | $ (531) | $ 7,241 |
Income Taxes - Statutory Federa
Income Taxes - Statutory Federal Tax Rate of Income from Continuing Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Income tax at statutory rate, Amount | $ 747 | $ (195) | $ 2,468 |
Add (deduct):, Amount | |||
State income taxes, net of federal tax benefit, Amount | 429 | 484 | 556 |
Tax rate difference on foreign income taxes, Amount | 17 | (36) | 26 |
Tax effect of rate change on deferred tax assets, Amount | 252 | ||
Non-deductible items, Amount | 126 | 155 | 112 |
Net decrease in deferred tax attributes, Amount | 183 | ||
Increase in valuation allowance against certain deferred tax assets, Amount | 3,700 | 3,000 | |
Unrecognized tax benefits, Amount | (33) | (370) | |
Other, net, Amount | 11 | 154 | (50) |
Income tax provision | $ 5,030 | $ 3,529 | $ 3,177 |
Income tax at statutory rate | 34.00% | 34.00% | 34.00% |
Add (deduct):, Rate | |||
State income taxes, net of federal tax benefit, Rate | 19.60% | (84.40%) | 7.70% |
Tax rate difference on foreign income taxes, Rate | 0.80% | 6.20% | 0.40% |
Tax effect of rate change on deferred tax assets, Rate | 0.00% | 3.50% | |
Non-deductible items, Rate | 5.70% | (27.10%) | 1.60% |
Net decrease in deferred tax attributes, Rate | 2.50% | ||
Increase in valuation allowance against certain deferred tax assets, Rate | 168.50% | (523.80%) | |
Unrecognized tax benefits, Rate | 5.80% | (5.10%) | |
Other, net, Rate | 0.50% | (27.00%) | (0.70%) |
Income (loss) from continuing operations | 229.10% | (616.30%) | 43.90% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred income tax assets: | ||||
Net operating loss carryforwards and credits | $ 16,090 | $ 16,753 | ||
Acquired intangible assets | 6,561 | 6,517 | ||
Reserves and accruals | 2,209 | 2,115 | ||
Share-based compensation | 2,837 | 3,092 | ||
Depreciation | 395 | 397 | ||
Total deferred income tax assets | 28,092 | 28,874 | ||
Deferred income tax liabilities: | ||||
Acquired intangible assets | (549) | (180) | ||
Other | (312) | (162) | ||
Total deferred income tax liabilities | (861) | (342) | ||
Valuation allowance | (8,200) | (4,500) | $ (1,500) | $ (1,500) |
Deferred income tax asset, net | $ 19,031 | $ 24,032 |
Income Taxes - Deferred Tax Val
Income Taxes - Deferred Tax Valuation Allowance (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Balance, beginning of year | $ 4,500 | $ 1,500 | $ 1,500 |
Additions | 3,700 | 3,000 | |
Balance, end of year | $ 8,200 | $ 4,500 | $ 1,500 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Gross unrecognized tax benefits, beginning of year | $ 9 | $ 108 | |
Increase in tax position in current year | $ 0 | 0 | 0 |
Settlement/Expiration of statute | $ 0 | 0 | 0 |
De-recognition through administrative policy | $ (9) | (99) | |
Gross unrecognized tax benefits, end of year | $ 9 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Sale Of Subsidiary [Abstract] | |||
Percentage of participant's annual contribution under tax deferred savings plan | 30.00% | ||
Percentage of participant's annual base salary | 6.00% | ||
Company's contributions to employee benefit plan | $ 776 | $ 684 | $ 592 |
Employee Share-Based Compensa66
Employee Share-Based Compensation Plans - Additional Information (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)CompensationPlan$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of share-based compensation plans | CompensationPlan | 5 | ||
Shares under options, Granted | 45,000 | 304,000 | |
Estimated forfeiture rate | 22.50% | ||
Weighted average grant date fair value of options granted | $ / shares | $ 2.38 | $ 2.50 | $ 2.53 |
Intrinsic value of stock options exercised | $ | $ 3,100 | $ 1,000 | $ 1,200 |
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | |
Stock-based compensation expense under share based plans | $ | $ 1,286 | $ 1,593 | 1,512 |
Total fair value of stock awards vested | $ | $ 545 | $ 422 | $ 797 |
Employee stock purchase plan, percentage of purchase price | 85.00% | ||
Unrecognized compensation expense | $ | $ 743 | ||
Expected weighted average recognition period for unrecognized compensation expense | 9 months 18 days | ||
Option Plans [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Period for shares of restricted stock vested | 4 years | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Period for shares of restricted stock vested | 5 years | ||
Weighted average grant date fair value of options granted | $ / shares | $ 7 | ||
Common stock, par value | $ / shares | $ 0.01 | ||
Issuance of restricted stock awards, shares | 75,000 | ||
Restricted share awards issued to employees | 0 | 91,000 | 84,800 |
Purchase price of restricted share awards issued to employees | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 |
Stock-based compensation expense under share based plans | $ | $ 420 | $ 557 | $ 386 |
Minimum [Member] | Option Plans [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Period for shares of restricted stock vested | 3 years | ||
Maximum [Member] | Option Plans [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Period for shares of restricted stock vested | 5 years | ||
1996 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding shares of common stock | 15.00% | ||
Stock option grants | 650,000 | ||
Shares available for future grant | 0 | ||
Stock option plan, expiration date | Jun. 30, 2006 | ||
2000 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock option grants | 4,000,000 | ||
Shares available for future grant | 80,293 | ||
2003 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock option grants | 500,000 | ||
Shares available for future grant | 0 | ||
Stock option plan, expiration date | May 22, 2013 | ||
2008 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock option grants | 1,700,000 | ||
Shares available for future grant | 51,702 | ||
Share issued | 1,500,000 | ||
Stock option plan, effective date | Jun. 11, 2008 | ||
2012 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock option grants | 1,100,000 | ||
Shares available for future grant | 28,197 | ||
Stock option plan, effective date | Jun. 6, 2012 | ||
Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share issued | 132,849 | 117,431 | 103,401 |
Weighted-average fair value of the shares issued under the ESPP Plans | $ / shares | $ 1.73 | $ 1.54 | $ 1.75 |
Employee Share-Based Compensa67
Employee Share-Based Compensation Plans - Summary of Share-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total share-based compensation expense | $ 1,286 | $ 1,593 | $ 1,512 |
Project and Personnel Costs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total share-based compensation expense | 202 | 191 | 242 |
Selling, General and Administrative Expenses [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total share-based compensation expense | $ 1,084 | $ 1,402 | $ 1,270 |
Employee Share-Based Compensa68
Employee Share-Based Compensation Plans - Schedule of Fair Value of Option Award Granted Based Upon Weighted-Average Assumptions (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Expected volatility | 40.80% | 46.60% | 48.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected life (in years) | 3 years 6 months 26 days | 3 years 7 months 17 days | 3 years 8 months 9 days |
Risk-free interest rate | 1.10% | 1.10% | 0.80% |
Employee Share-Based Compensa69
Employee Share-Based Compensation Plans - Summary of Stock Option Activity Under the Equity Plans (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Shares Under Options, Beginning Balance | 3,749,783 | 3,735,233 |
Shares under options, Granted | 45,000 | 304,000 |
Shares Under Options, Exercised | (883,085) | (259,549) |
Shares Under Options, Forfeited or expired | (61,368) | (29,901) |
Shares Under Options, Ending Balance | 2,850,330 | 3,749,783 |
Weighted Average Exercise Price, Beginning Balance | $ 4.15 | $ 3.85 |
Shares Under Options, Vested and expected to vest at December 31, 2016 | 2,778,665 | |
Weighted Average Exercise Price, Granted | $ 7.61 | 7.05 |
Shares Under Options, Exercisable at December 31, 2016 | 2,531,819 | |
Weighted Average Exercise Price, Exercised | $ 3.64 | 3.21 |
Weighted Average Exercise Price, Forfeited or expired | 4.64 | 3.80 |
Weighted Average Exercise Price, Ending Balance | 4.36 | $ 4.15 |
Weighted Average Exercise Price, Vested and expected to vest at December 31, 2016 | 4.29 | |
Weighted Average Exercise Price, Exercisable at December 31, 2016 | $ 4.02 | |
Weighted Average Remaining Contractual Term, Outstanding | 2 years 7 months 17 days | 2 years 11 months 5 days |
Weighted Average Remaining Contractual Term, Vested and Expected to vest | 2 years 6 months 26 days | |
Weighted Average Remaining Contractual Term, Exercisable | 2 years 4 months 6 days | |
Aggregate Intrinsic Value, Outstanding | $ 8,961 | $ 14,456 |
Aggregate Intrinsic Value, Vested and expected to vest | 8,041 | |
Aggregate Intrinsic Value, Exercisable | $ 8,810 |
Employee Share-Based Compensa70
Employee Share-Based Compensation Plans - Summary of Non-vested Restricted Share Activity Under the Restricted Share Plans (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Grant Value, Granted | $ 2.38 | $ 2.50 | $ 2.53 |
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Non-vested Restricted Shares, Beginning Balance | 168,117 | 153,718 | |
Non-vested Restricted Shares, Granted | 91,000 | ||
Non-vested Restricted Shares, Vested | (92,683) | (76,601) | |
Non-vested Restricted Shares, Ending Balance | 75,434 | 168,117 | 153,718 |
Weighted Average Grant Date Fair Value, Non-vested Beginning Balance | $ 6.36 | $ 5.57 | |
Non-vested restricted shares, Expected to vest | 75,434 | ||
Weighted Average Grant Value, Granted | 7 | ||
Weighted Average Grant Value, Vested | $ (5.88) | (5.54) | |
Weighted Average Grant Date Fair Value, Non-vested Ending Balance | 6.95 | $ 6.36 | $ 5.57 |
Weighted average grant date fair value, Expected to vest | $ 6.95 |
Employee Share-Based Compensa71
Employee Share-Based Compensation Plans - Summary Weighted-average Fair Value of the Shares Issued Under the ESPP Plans (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 40.80% | 46.60% | 48.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected life (in years) | 3 years 6 months 26 days | 3 years 7 months 17 days | 3 years 8 months 9 days |
Risk-free interest rate | 1.10% | 1.10% | 0.80% |
Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 30.50% | 32.00% | 47.20% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected life (in years) | 3 months | 3 months | 3 months |
Risk-free interest rate | 0.30% | 0.00% | 0.00% |
Capital Stock - Additional Info
Capital Stock - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2008 | Dec. 31, 2007 | |
Equity, Class of Treasury Stock [Line Items] | |||||
Common stock available for issuance, Authorized | 48,000,000 | 48,000,000 | |||
Preferred stock available for issuance | 2,000,000 | 2,000,000 | |||
Stock repurchase program | $ 23,100,000 | $ 5,000,000 | |||
Stock repurchase program expiration date | Sep. 23, 2016 | ||||
Repurchase of common stock | 0 | 46,000 | |||
Aggregate purchase price common stock | $ 332,000 | $ 967,000 | |||
Remaining authorized repurchase amount | $ 8,700,000 | ||||
Prior Stock Repurchase Program [Member] | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Stock repurchase program expiration date | Sep. 22, 2017 |
Commitments and Contingencies -
Commitments and Contingencies - Non-cancellable Lease Terms (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Leases, 2017 | $ 835 |
Operating Leases, 2018 | 363 |
Operating Leases, 2019 | 338 |
Operating Leases, 2020 | 84 |
Operating Leases, Thereafter | |
Operating Leases, Total | $ 1,620 |
Commitments and Contingencies74
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent payments under operating leases | $ 1,800,000 | $ 2,100,000 | $ 1,800,000 |
Unrecognized tax benefits, penalties and interest expense | $ 0 | $ 0 |
Revolving Credit Facility - Add
Revolving Credit Facility - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2013 | |
Line of Credit Facility [Line Items] | |||
Amount drawn under credit facility | $ 5,000,000 | $ 5,000,000 | |
Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Additional borrowing credit facility | 5,000,000 | ||
Total credit facility borrowing capacity | 20,000,000 | ||
Revolving credit facility period | 3 years | ||
Variable interest rate | The LIBOR Rate plus 1.5% | ||
LIBOR Rate plus | 1.50% | ||
Annual commitment fee | 0.15% | ||
Due date of amounts outstanding under credit facility | Dec. 21, 2018 | ||
Amount drawn under credit facility | $ 5,000,000 | ||
Borrowing credit facility | $ 15,000,000 | $ 10,000,000 |
Geographic Information - Schedu
Geographic Information - Schedule of Geographic Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Total revenue | $ 29,774 | $ 30,826 | $ 34,024 | $ 31,898 | $ 28,415 | $ 31,184 | $ 30,527 | $ 26,578 | $ 126,522 | $ 116,704 | $ 112,989 |
UNITED STATES | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue | 108,200 | 100,730 | 103,446 | ||||||||
CANADA | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue | 12,288 | 11,377 | 6,572 | ||||||||
Non-US [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue | $ 6,034 | $ 4,598 | $ 2,971 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016Segment | |
Segment Reporting [Abstract] | |
Number of Operating Segments | 3 |
Number of Reportable Segments | 3 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Statement of Income Components [Line Items] | |||||||||||
Total revenue | $ 29,774 | $ 30,826 | $ 34,024 | $ 31,898 | $ 28,415 | $ 31,184 | $ 30,527 | $ 26,578 | $ 126,522 | $ 116,704 | $ 112,989 |
Operating income (loss) | 4,523 | 1,482 | 7,422 | ||||||||
Depreciation and amortization expense | 4,202 | 1,708 | 1,142 | ||||||||
EPM [Member] | |||||||||||
Schedule of Statement of Income Components [Line Items] | |||||||||||
Total revenue | 64,703 | 53,907 | 57,508 | ||||||||
Operating income (loss) | 8,820 | 7,219 | 10,645 | ||||||||
Depreciation and amortization expense | 2,872 | 495 | 196 | ||||||||
ERP [Member] | |||||||||||
Schedule of Statement of Income Components [Line Items] | |||||||||||
Total revenue | 45,692 | 47,180 | 41,901 | ||||||||
Operating income (loss) | 4,292 | 4,864 | 6,439 | ||||||||
Depreciation and amortization expense | 971 | 814 | 509 | ||||||||
Classic Consulting [Member] | |||||||||||
Schedule of Statement of Income Components [Line Items] | |||||||||||
Total revenue | 16,127 | 15,617 | 13,580 | ||||||||
Operating income (loss) | 1,991 | 1,128 | 619 | ||||||||
Depreciation and amortization expense | 169 | 211 | 245 | ||||||||
Corporate [Member] | |||||||||||
Schedule of Statement of Income Components [Line Items] | |||||||||||
Operating income (loss) | (10,580) | (11,729) | (10,281) | ||||||||
Depreciation and amortization expense | $ 190 | $ 188 | $ 192 |
Unaudited Supplementary Quart79
Unaudited Supplementary Quarterly Financial Information - Unaudited Supplementary Quarterly Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||
Total revenue | $ 29,774 | $ 30,826 | $ 34,024 | $ 31,898 | $ 28,415 | $ 31,184 | $ 30,527 | $ 26,578 | $ 126,522 | $ 116,704 | $ 112,989 | ||
Gross profit | 11,978 | 10,640 | 12,814 | 10,750 | 9,776 | 11,756 | 10,413 | 7,645 | 46,182 | 39,590 | 41,366 | ||
Net (loss) income | $ (3,427) | [1] | $ 43 | $ 1,313 | $ (763) | $ (4,641) | [1] | $ 1,027 | $ 494 | $ (940) | $ (2,834) | $ (4,060) | $ 4,064 |
Basic (loss) income per share | $ (0.28) | $ 0 | $ 0.11 | $ (0.06) | $ (0.40) | $ 0.09 | $ 0.04 | $ (0.08) | $ (0.23) | $ (0.35) | $ 0.37 | ||
Diluted (loss) income per share | $ (0.28) | $ 0 | $ 0.09 | $ (0.06) | $ (0.40) | $ 0.08 | $ 0.04 | $ (0.08) | $ (0.23) | $ (0.35) | $ 0.31 | ||
[1] | The Company's fourth quarter 2016 and 2015 net loss includes $3.7 million and $3.6 million, respectively, of expense associated with the increase to the valuation allowance applied against the carrying value of its deferred tax attributes and the impairment of certain state net operating loss carryforwards. |
Unaudited Supplementary Quart80
Unaudited Supplementary Quarterly Financial Information - Unaudited Supplementary Quarterly Financial Information (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | ||||
Increase in deferred tax valuation allowance | $ 3,700 | $ 3,600 | $ (3,700) | $ (3,000) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Jun. 12, 2007USD ($)Installment |
Subsequent Event [Line Items] | |
Number of installment payable on termination | Installment | 2 |
Period of severance under first installment | 30 days |
One-time Termination Benefits [Member] | |
Subsequent Event [Line Items] | |
Severance Amount under condition one of the first payment | $ | $ 510,000 |