Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 31, 2015 | Sep. 01, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jul. 31, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | SEAC | |
Entity Registrant Name | SEACHANGE INTERNATIONAL INC | |
Entity Central Index Key | 1,019,671 | |
Current Fiscal Year End Date | --01-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 33,596,720 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 31, 2015 | Jan. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 60,560 | $ 90,019 |
Restricted cash | 1,073 | |
Marketable securities | 4,009 | 7,516 |
Accounts and other receivables, net of allowance for doubtful accounts of $454 and $400 at July 31, 2015 and January 31, 2015, respectively | 25,824 | 24,962 |
Unbilled receivables | 10,234 | 6,588 |
Inventories, net | 3,325 | 2,864 |
Prepaid expenses and other current assets | 3,574 | 3,026 |
Total current assets | 107,526 | 136,048 |
Property and equipment, net | 14,991 | 15,869 |
Marketable securities, long-term | 8,274 | 6,793 |
Investments in affiliates | 3,081 | 3,051 |
Intangible assets, net | 11,636 | 7,314 |
Goodwill | 57,632 | 41,008 |
Other assets | 2,670 | 2,268 |
Total assets | 205,810 | 212,351 |
Current liabilities: | ||
Accounts payable | 6,972 | 5,129 |
Deferred stock consideration | 6,543 | |
Other accrued expenses | 9,958 | 12,507 |
Deferred revenues | 15,257 | 17,398 |
Total current liabilities | 38,730 | 35,034 |
Deferred revenue, long-term | 1,539 | 1,690 |
Other liabilities, long-term | 2,051 | 1,493 |
Taxes payable, long-term | 1,960 | 1,993 |
Deferred tax liabilities, long-term | 1,058 | 1,090 |
Total liabilities | $ 45,338 | $ 41,300 |
Commitments and contingencies (Note 6) | ||
Stockholders' equity: | ||
Common stock, $0.01 par value;100,000,000 shares authorized; 33,397,287 shares issued and 33,357,503 outstanding at July 31, 2015, and 32,733,636 shares issued and 32,693,852 outstanding at January 31, 2015 | $ 334 | $ 327 |
Additional paid-in capital | 224,556 | 219,651 |
Treasury stock, at cost; 39,784 common shares | (1) | (1) |
Accumulated loss | (58,024) | (43,172) |
Accumulated other comprehensive loss | (6,393) | (5,754) |
Total stockholders' equity | 160,472 | 171,051 |
Total liabilities and stockholders' equity | $ 205,810 | $ 212,351 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jul. 31, 2015 | Jan. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 454 | $ 400 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 33,397,287 | 32,733,636 |
Common stock, shares outstanding | 33,357,503 | 32,693,852 |
Treasury stock, common shares | 39,784 | 39,784 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | |
Revenues: | ||||
Products | $ 6,955 | $ 8,740 | $ 10,119 | $ 13,798 |
Services | 20,916 | 21,109 | 40,929 | 40,388 |
Total revenues | 27,871 | 29,849 | 51,048 | 54,186 |
Cost of revenues: | ||||
Products | 1,561 | 1,865 | 3,238 | 3,409 |
Services | 11,663 | 12,281 | 22,866 | 23,876 |
Amortization of intangible assets | 192 | 267 | 373 | 537 |
Stock-based compensation expense | 28 | 49 | 28 | 86 |
Total cost of revenues | 13,444 | 14,462 | 26,505 | 27,908 |
Gross profit | 14,427 | 15,387 | 24,543 | 26,278 |
Operating expenses: | ||||
Research and development | 8,370 | 10,869 | 17,903 | 21,797 |
Selling and marketing | 3,630 | 3,624 | 7,298 | 7,062 |
General and administrative | 3,911 | 4,038 | 7,798 | 8,054 |
Amortization of intangible assets | 1,024 | 822 | 1,965 | 2,331 |
Stock-based compensation expense | 1,128 | 752 | 1,839 | 1,311 |
Earn-outs and change in fair value of earn-outs | 481 | 983 | ||
Professional fees - other | 16 | 251 | 144 | 353 |
Severance and other restructuring costs | 617 | 218 | 829 | 692 |
Total operating expenses | 19,177 | 20,574 | 38,759 | 41,600 |
Loss from operations | (4,750) | (5,187) | (14,216) | (15,322) |
Other (expense) income, net | (199) | (333) | (428) | 82 |
Loss before income taxes and equity income in earnings of affiliates | (4,949) | (5,520) | (14,644) | (15,240) |
Income tax provision (benefit) | 78 | 167 | 225 | (67) |
Equity income in earnings of affiliates, net of tax | 17 | 19 | ||
Loss from continuing operations | (5,027) | (5,687) | (14,852) | (15,154) |
Income from discontinued operations, net of tax | 119 | 119 | ||
Net loss | (5,027) | (5,568) | (14,852) | (15,035) |
Net loss | (5,027) | (5,568) | (14,852) | (15,035) |
Other comprehensive loss, net of tax: | ||||
Foreign currency translation adjustment | (347) | (605) | (624) | (85) |
Unrealized loss on marketable securities | (3) | (17) | (15) | (12) |
Comprehensive loss | $ (5,377) | $ (6,190) | $ (15,491) | $ (15,132) |
Net loss per share: | ||||
Basic | $ (0.16) | $ (0.17) | $ (0.45) | $ (0.46) |
Diluted | (0.16) | (0.17) | (0.45) | (0.46) |
Net loss per share from continuing operations: | ||||
Basic | (0.16) | (0.17) | (0.45) | (0.46) |
Diluted | $ (0.16) | (0.17) | $ (0.45) | (0.46) |
Net income per share from discontinued operations: | ||||
Basic | 0 | 0 | ||
Diluted | $ 0 | $ 0 | ||
Weighted average common shares outstanding: | ||||
Basic | 33,350 | 32,806 | 33,339 | 32,902 |
Diluted | 33,350 | 32,806 | 33,339 | 32,902 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (14,852) | $ (15,035) |
Net income from discontinued operations | (119) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization of property and equipment | 1,703 | 1,918 |
Amortization of intangible assets | 2,338 | 2,868 |
Fair value of acquisition-related contingent consideration | 983 | |
Stock-based compensation expense | 1,867 | 1,397 |
Other | 102 | 334 |
Changes in operating assets and liabilities, excluding impact of acquisition: | ||
Accounts receivable | (1,147) | 3,568 |
Unbilled receivables | (3,850) | 299 |
Inventories | (732) | 1,235 |
Prepaid expenses and other assets | (598) | (981) |
Accounts payable | 1,875 | (1,070) |
Accrued expenses | (3,127) | (3,278) |
Deferred revenues | (1,929) | (784) |
Other | (832) | (59) |
Net cash used in operating activities from continuing operations | (18,199) | (9,707) |
Net cash provided by operating activities from discontinued operations | 119 | |
Total cash used in operating activities | (18,199) | (9,588) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (795) | (686) |
Purchases of marketable securities | (2,002) | (5,591) |
Proceeds from sale and maturity of marketable securities | 4,003 | 3,575 |
Proceeds from sale of equity investments | 239 | |
Investment in affiliate | (2,000) | |
Cash paid for acquisition of business, net of cash acquired | (11,686) | |
Increase in other long-term assets | (1,453) | |
Total cash used in investing activities | (11,933) | (4,463) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock relating to stock option exercises | 20 | |
Repurchases of common stock | (5,504) | |
Total cash provided by (used in) financing activities | 20 | (5,504) |
Effect of exchange rate changes on cash | 653 | 376 |
Net decrease in cash and cash equivalents | (29,459) | (19,179) |
Cash and cash equivalents, beginning of period | 90,019 | 115,734 |
Cash and cash equivalents, end of period | 60,560 | 96,555 |
Supplemental disclosure of cash flow information: | ||
Income taxes paid | 364 | 540 |
Supplemental disclosure of non-cash investing activities: | ||
Transfer of items originally classified as inventories to equipment | $ 293 | $ 310 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 6 Months Ended |
Jul. 31, 2015 | |
Accounting Policies [Abstract] | |
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation The Company SeaChange International, Inc. and its consolidated subsidiaries (collectively “SeaChange”, “we”, or the “Company”) is an industry leader in the delivery of multiscreen video. Our products and services facilitate the aggregation, licensing, management and distribution of video and television advertising content to cable television system operators, telecommunications and media companies. Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of SeaChange International, Inc. and its subsidiaries (“SeaChange” or the “Company”) and are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reports as well as rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany transactions and balances have been eliminated. Certain information and footnote disclosures normally included in financial statements prepared under U.S. GAAP have been condensed or omitted pursuant to such regulations. However, we believe that the disclosures are adequate to make the information presented not misleading. In the opinion of management, the accompanying financial statements include all adjustments necessary to present a fair presentation of the consolidated financial statements for the periods shown. These consolidated financial statements should be read in conjunction with our most recently audited financial statements and related footnotes included in our Annual Report on Form 10-K (“Form 10-K”) as filed with the SEC. The balance sheet data as of January 31, 2015 that is included in this Quarterly Report on Form 10-Q (“Form 10-Q”) was derived from our audited financial statements. The preparation of these financial statements in conformity with U.S. GAAP, requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. Interim results are not necessarily indicative of the operating results for the full fiscal year or any future periods and actual results may differ from our estimates. During the three and six months ended July 31, 2015, there have been no material changes to our significant accounting policies that were described in our fiscal 2015 Form 10-K, as filed with the SEC. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 2. Fair Value Measurements Definition and Hierarchy The applicable accounting guidance defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The guidance establishes a framework for measuring fair value and expands required disclosure about the fair value measurements of assets and liabilities. This guidance requires us to classify and disclose assets and liabilities measured at fair value on a recurring basis, as well as fair value measurements of assets and liabilities measured on a non-recurring basis in periods subsequent to initial measurement, in a fair value hierarchy. The fair value hierarchy is broken down into three levels based on the reliability of inputs and requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required, as well as the assets and liabilities that we value using those levels of inputs: • Level 1 – Observable inputs that reflect quoted prices for identical assets or liabilities in active markets. • Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not very active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The fair value of the contingent consideration obligations related to our business acquisitions are valued using Level 3 inputs. Valuation Techniques Inputs to valuation techniques are observable and unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. When developing fair value estimates for certain financial assets and liabilities, we maximize the use of observable inputs and minimize the use of unobservable inputs. When available, we use quoted market prices, market comparables and discounted cash flow projections. Financial assets include money market funds, U.S. treasury notes or bonds and U.S. government agency bonds. In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value. If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, then we use quoted prices for similar assets and liabilities or inputs that are observable either directly or indirectly. In periods of market inactivity, the observability of prices and inputs may be reduced for certain instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or from Level 2 to Level 3. Fair Value Measurements of Assets and Liabilities The following tables set forth our financial assets and liabilities that were accounted for at fair value on a recurring basis as of July 31, 2015 and January 31, 2015: Fair Value at July 31, 2015 Using Quoted Prices in Significant Active Other Significant Markets for Observable Unobservable July 31, Identical Assets Inputs Inputs 2015 (Level 1) (Level 2) (Level 3) (Amounts in thousands) Financial assets: Money market accounts (a) $ 3,627 $ 3,627 $ — $ — Available for sale marketable securities: Current marketable securities: U.S. treasury notes and bonds - conventional 2,006 2,006 — — U.S. government agency issues 2,003 — 2,003 — Non-current marketable securities: U.S. treasury notes and bonds - conventional 5,770 5,770 — — U.S. government agency issues 2,504 — 2,504 — Total $ 15,910 $ 11,403 $ 4,507 $ — Financial liabilities: Contingent consideration (b) $ 1,487 $ — $ — $ 1,487 Fair Value at January 31, 2015 Using Quoted Prices in Significant Active Other Significant Markets for Observable Unobservable January 31, Identical Assets Inputs Inputs 2015 (Level 1) (Level 2) (Level 3) (Amounts in thousands) Financial assets: Money market accounts (a) $ 1,575 $ 1,575 $ — $ — Available for sale marketable securities: Current marketable securities: U.S. treasury notes and bonds - conventional 1,501 1,501 — — U.S. government agency issues 6,015 — 6,015 — Non-current marketable securities: U.S. treasury notes and bonds - conventional 4,286 4,286 U.S. government agency issues 2,507 — 2,507 — Total $ 15,884 $ 7,362 $ 8,522 $ — (a) Money market funds and U.S. treasury bills are included in cash and cash equivalents on the accompanying consolidated balance sheet and are valued at quoted market prices for identical instruments in active markets. (b) The fair value of our contingent consideration arrangement is determined based on management’s evaluation as to the probability of achieving certain defined performance criteria based on the expected future performance of the acquired entity, as well as the fair value of the estimated shares of the Company’s common stock to be issued. The following table sets forth a reconciliation of liabilities measured at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) for the six months ended July 31, 2015 (amounts in thousands): Level 3 Accrued Contingent Consideration Ending balance at January 31, 2015 $ — Timeline Labs acquisition 1,508 Change in fair value (21 ) Ending balance July 31, 2015 $ 1,487 Available-For-Sale Securities We determine the appropriate classification of debt investment securities at the time of purchase and reevaluate such designation as of each balance sheet date. Our investment portfolio consists of money market funds, U.S. treasury notes and bonds, and U.S. government agency notes and bonds as of July 31, 2015 and January 31, 2015. All highly liquid investments with an original maturity of three months or less when purchased are considered to be cash equivalents. All cash equivalents are carried at cost, which approximates fair value. Our marketable securities are classified as available-for-sale and are reported at fair value with unrealized gains and losses, net of tax, reported in stockholders’ equity as a component of accumulated other comprehensive loss. The amortization of premiums and accretion of discounts to maturity are computed under the effective interest method and are included in other (expenses) income, net, in our consolidated statements of operations and comprehensive loss. Interest on securities is recorded as earned and is also included in other (expenses) income, net. Any realized gains or losses would be shown in the accompanying consolidated statements of operations and comprehensive loss in other (expenses) income, net. We provide fair value measurement disclosures of available-for-sale securities in accordance with one of three levels of fair value measurement mentioned above. The following is a summary of cash, cash equivalents and available-for-sale securities, including the cost basis, aggregate fair value and gross unrealized gains and losses, for short- and long-term marketable securities portfolio as of July 31, 2015 and January 31, 2015: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value (Amounts in thousands) July 31, 2015: Cash $ 56,933 $ — $ — $ 56,933 Cash equivalents 3,627 — — 3,627 Cash and cash equivalents 60,560 — — 60,560 U.S. treasury notes and bonds - short-term 2,004 2 2,006 U.S. treasury notes and bonds - long-term 5,760 10 — 5,770 U.S, government agency issues - short-term 2,002 1 — 2,003 U.S, government agency issues - long-term 2,489 15 2,504 Total cash, cash equivalents and marketable securities $ 72,815 $ 28 $ — $ 72,843 January 31, 2015: Cash $ 88,444 $ — $ — $ 88,444 Cash equivalents 1,575 — — 1,575 Cash and cash equivalents 90,019 — — 90,019 U.S. treasury notes and bonds - short-term 1,500 1 1,501 U.S. treasury notes and bonds - long-term 4,268 18 — 4,286 U.S, government agency issues - short-term 6,008 7 — 6,015 U.S, government agency issues - long-term 2,490 17 2,507 Total cash, cash equivalents and marketable securities $ 104,285 $ 43 $ — $ 104,328 The following is a schedule of the contractual maturities of available-for-sale investments as of July 31, 2015 (amounts in thousands): Estimated Fair Value Maturity of one year or less $ 4,009 Maturity between one and five years 8,274 Total $ 12,283 Cash, Cash Equivalents and Marketable Securities Cash and cash equivalents consist primarily of highly liquid investments in money market mutual funds, government sponsored enterprise obligations, treasury bills, commercial paper and other money market securities with remaining maturities at date of purchase of 90 days or less. Restricted Cash In December 2014, in conjunction with our acquisition of TLL, LLC (“Timeline Labs”) (see Note 3), we entered into an agreement to fund a $2.5 million escrow from which Timeline Labs could make withdrawals for working capital purposes in advance of the February 2, 2015 acquisition date. The unused portion of $1.1 million as of January 31, 2015, was classified as restricted cash in our consolidated balance sheet. On February 2, 2015 this amount was retained by the Company. The fair value of cash, cash equivalents, restricted cash and marketable securities at July 31, 2015 and January 31, 2015 was $72.8 million and $105.4 million, respectively. Contingent Consideration We determined the fair value of the contingent consideration in connection with the acquisition of Timeline Labs on February 2, 2015 using a method that incorporates the Black-Scholes valuation model to establish the value of the shares of our common stock in addition to an evaluation of the probability of achievement. This fair value measurement is based on significant inputs not observed in the market and thus represents a Level 3 measurement. As of July 31, 2015, $0.9 million represents our current portion of this obligation and is included in other accrued expenses in our consolidated balances sheet and $0.6 million represents our noncurrent portion and is included in other liabilities, long-term on our consolidated balance sheet. Any change in the fair value of the contingent consideration subsequent to the acquisition date, such as changes in our estimates of the performance goals, will be recognized in earnings in the period the estimated fair value changes. For contingent consideration arrangements which contain an employment requirement, and as a result is considered compensation expense, we will recognize a liability once the requisite service period has been completed. |
Acquisition of TLL, LLC
Acquisition of TLL, LLC | 6 Months Ended |
Jul. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisition of TLL, LLC | 3. Acquisition of TLL, LLC On February 2, 2015, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 22, 2014, we acquired 100% of the member interests in TLL, LLC (“Timeline Labs”), a privately-owned California-based software-as-a-service (“SaaS”) company that enables local broadcasters, national news organizations and other media companies and brands to analyze social media messages in real-time, find and broadcast social trends, and measure viewing audience engagement across television, mobile and personal computers. We accounted for the acquisition of Timeline Labs as a business combination and the financial results of Timeline Labs have been included in our consolidated financial statements as of the date of acquisition. Under the acquisition method of accounting, the purchase price was allocated to SeaChange’s net tangible and intangible assets based upon their fair values as of February 2, 2015. We have not disclosed the amount of revenues and earnings of Timeline Labs since the acquisition date, nor have we included pro forma financial information, as those amounts are not significant to our consolidated financial statements. The preliminary allocation of the purchase price is as follows (amounts in thousands): Fair value of consideration: Cash, net of cash acquired $ 14,186 Closing stock consideration 3,019 Deferred stock consideration 6,543 Contingent consideration 509 Total purchase price $ 24,257 Fair value of assets acquired and liabilities assumed: Current assets 249 Other long-term assets 108 Finite-life intangible assets 6,720 Goodwill 17,246 Current liabilities (66 ) Allocated purchase price $ 24,257 Fair Value of Consideration Transferred Upon completion of the acquisition, the Company made cash consideration payments to the former members of Timeline Labs in the amount of $14.2 million (“Closing Cash Consideration”), which includes $0.2 million of preliminary working capital adjustments. The Closing Cash Consideration included $1.4 million applied from an escrow that was funded by the Company in the fourth quarter of fiscal 2015. Additionally, the Company issued 344,055 shares of common stock to the former members of Timeline Labs and deposited 173,265 shares of common stock into escrow as of the acquisition date. The Company is also obligated to issue shares of common stock at the six month and twelve month anniversaries of the acquisition date. The aggregate acquisition date fair value of the estimated shares for both anniversary date issuances is $6.5 million and is classified in the consolidated balance sheet as a current liability. On August 3, 2015 we issued 260,537 shares of our common stock with a value of $1.8 million to the former members of Timeline Labs, in satisfaction of our six month deferred stock consideration obligation to the former members of Timeline Labs pursuant to the Merger Agreement. Contingent Consideration A former holder of a specified series of interest of Timeline Labs is eligible to receive additional earn-out consideration, consisting of shares of our common stock, if defined performance criteria are achieved for fiscal 2016 and 2017 without a requirement to remain as an employee of the Company. As of July 31, 2015, we have included a liability of $0.5 million in our consolidated balance sheet, which represents the fair value of the estimated shares at full achievement of the defined performance criteria. Any future changes to this liability resulting from changes in probability of achievement or changes to the fair value will be included in our consolidated statements of operations and comprehensive loss in the period which the change occurs. Additionally, the former holders of a specified series of interests of Timeline Labs are eligible to receive additional earn-out compensation, consisting of shares of our common stock, if defined performance criteria are achieved for fiscal 2016 and 2017, provided, that if such person was an employee of Timeline Labs as of the closing date, such person must remain an employee as of the date that all earn-out consideration would be paid, with any forfeited amounts to be reallocated to other eligible persons. As of July 31, 2015, we estimated the fair value of the aggregate liability of the employee portion of contingent consideration to be $2.6 million which we will be recognizing as the requisite service period is completed. As of July 31, 2015, we have included a liability of $1.0 million in our consolidated balance sheet, which represents the fair value of the estimated shares at full achievement of the defined performance criteria. For the three and six months ended July 31, 2015, we recorded charges of $0.5 million and $1.0 million, respectively, associated with this arrangement that has been included in the earn-outs and change in fair value of earn-outs in our consolidated statements of operations and comprehensive loss. Intangible Assets In determining the fair value of the intangible assets, the Company considered, among other factors, the intended use of the assets, the estimates of future performance of Timeline Lab’s products and analyses of historical financial performance. The fair values of identified intangible assets were calculated using an income-based approach based on estimates and assumptions provided by Timeline Labs’ and the Company’s management. The following table sets forth the components of the identified intangible assets associated with the Timeline Labs acquisition and their estimated useful lives: Useful life Fair Value (Amounts in thousands) Tradename 7 years $ 620 Customer contracts 7 years 4,760 Non-compete agreements 2 years 170 Existing technology 5 years 1,170 $ 6,720 Acquired Goodwill The preliminary purchase price allocation is subject to our final determination of fair value. We recorded the $17.2 million excess of the purchase price over the fair value of the identified tangible and intangible assets as goodwill, primarily due to expected synergies between the combined companies and expanded market opportunities. The goodwill is deductible for tax purposes. Acquisition-related Costs In connection with the acquisition, we incurred approximately $0.1 million in acquisition-related costs, including legal, accounting and other professional services for the six months ended July 31, 2015. The acquisition costs were expensed as incurred and included in professional fees – other, in our consolidated statements of operations and comprehensive loss. |
Inventories
Inventories | 6 Months Ended |
Jul. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories Inventories consist primarily of hardware and related component parts and are stated at the lower of cost (on a first-in, first-out basis) or market. Inventories consist of the following: July 31, January 31, 2015 2015 (Amounts in thousands) Components and assemblies $ 1,424 $ 1,487 Finished products 1,901 1,377 Total inventory $ 3,325 $ 2,864 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jul. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets Goodwill Changes in the carrying amount of goodwill for the six months ended July 31, 2015 were as follows: Goodwill (Amounts in thousands) Balance at January 31, 2015 $ 41,008 Acquisition of Timeline Labs 17,246 Cumulative translation adjustment (622 ) Balance at July 31, 2015 $ 57,632 We are required to perform impairment tests related to our goodwill annually on August 1 st Intangible Assets Intangible assets, net, consisted of the following at July 31, 2015 and January 31, 2015: As of July 31, 2015 As of January 31, 2015 Weighted average Gross Accumulated Net Gross Accumulated Net (Amounts in thousands) Finite-life intangible assets: Customer contracts 6.3 $ 34,828 $ (25,705 ) $ 9,123 $ 30,397 $ (24,160 ) $ 6,237 Non-compete agreements 2.0 2,552 (2,425 ) 127 2,433 (2,433 ) — Completed technology 5.1 11,303 (9,493 ) 1,810 10,307 (9,230 ) 1,077 Trademarks, patents and other 7.1 7,692 (7,116 ) 576 7,082 (7,082 ) — Total finite-life intangible assets $ 56,375 $ (44,739 ) $ 11,636 $ 50,219 $ (42,905 ) $ 7,314 As of July 31, 2015, the estimated future amortization expense for our finite-life intangible assets for the remainder of fiscal 2016, the four succeeding fiscal years and thereafter is as follows (amounts in thousands): Estimated Amortization Fiscal Year Ended January 31, Expense 2016 (for the remaining six months) $ 2,255 2017 3,187 2018 2,330 2019 1,647 2020 1,065 2021 and thereafter 1,152 Total $ 11,636 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Indemnification and Warranties We provide indemnification, to the extent permitted by law, to our officers, directors, employees and agents for liabilities arising from certain events or occurrences while the officer, director, employee or agent is, or was, serving at our request in such capacity. With respect to acquisitions, we provide indemnification to, or assume indemnification obligations for, the current and former directors, officers and employees of the acquired companies in accordance with the acquired companies’ governing documents. As a matter of practice, we have maintained directors’ and officers’ liability insurance including coverage for directors and officers of acquired companies. We enter into agreements in the ordinary course of business with customers, resellers, distributors, integrators and suppliers. Most of these agreements require us to defend and/or indemnify the other party against intellectual property infringement claims brought by a third party with respect to our products. From time to time, we also indemnify customers and business partners for damages, losses and liabilities they may suffer or incur relating to personal injury, personal property damage, product liability, and environmental claims relating to the use of our products and services or resulting from the acts or omissions of us, our employees, authorized agents or subcontractors. From time to time we have received requests from customers for indemnification of patent litigation claims. Management cannot reasonably estimate any potential losses, but these claims could result in material liability for us. There are no current pending legal proceedings, in the opinion of management that would have a material adverse effect on our financial position, results from operations and cash flows. There is no assurance that future legal proceedings arising from ordinary course of business or otherwise, will not have a material adverse effect on our financial position, results from operations or cash flows. We warrant that our products, including software products, will substantially perform in accordance with our standard published specifications in effect at the time of delivery. In addition, we provide maintenance support to our customers and therefore allocate a portion of the product purchase price to the initial warranty period and recognize revenue on a straight line basis over that warranty period related to both the warranty obligation and the maintenance support agreement. When we enter into arrangements that include revenue for extended warranties beyond the standard duration, the revenue is deferred and recognized on a straight line basis over the contract period. Related costs are expensed as incurred. Revolving Line of Credit/Demand Note Payable We maintain a demand discretionary line of credit and a Demand Promissory Note in the aggregate amount of $20.0 million. Borrowings under the line of credit will be used to finance working capital needs and for general corporate purposes. This line of credit expires in November 2015. We currently do not have any borrowings and as a result, are not subject to any financial covenants under this line. |
Severance and Other Restructuri
Severance and Other Restructuring Costs | 6 Months Ended |
Jul. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Severance and Other Restructuring Costs | 7. Severance and Other Restructuring Costs During the three and six months ended July 31, 2015, we incurred restructuring charges of $0.6 million and $0.8 million, respectively, primarily from severance costs for terminated employees as a result of our restructuring plan initiated in January 2015. The following table shows the change in balances of our accrued severance reported as a component of other accrued expenses on the consolidated balance sheet as of July 31, 2015 (amounts in thousands): Three Months Ended Six Months Ended July 31, 2015 July 31, 2015 Accrual balance at the beginning of the period $ 131 $ 2,021 Severance and other restructuring charges incurred 617 829 Severance costs paid (458 ) (2,495 ) Other adjustments (22 ) (87 ) Accrual balance as of July 31, 2015 $ 268 $ 268 |
Stock Repurchase Program
Stock Repurchase Program | 6 Months Ended |
Jul. 31, 2015 | |
Equity [Abstract] | |
Stock Repurchase Program | 8. Stock Repurchase Program On September 4, 2013, our Board of Directors authorized the repurchase of up to $25.0 million of our common stock through a share repurchase program, which we increased to $40.0 million on May 31, 2014 in connection with an extension of the termination date to April 30, 2015. We did not repurchase any shares of our common stock subsequent to July 31, 2014 and the repurchase authorization expired by its terms on April 30, 2015. Under this program, we used $5.5 million of cash in connection with the repurchase of 591,520 shares of our common stock (an average price of $9.31 per share). |
Stock Incentive Plans
Stock Incentive Plans | 6 Months Ended |
Jul. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plans | 9. Stock Incentive Plans 2011 Compensation and Incentive Plan In July 2011, our stockholders approved the adoption of our 2011 Compensation and Incentive Plan (the “2011 Plan”). Under the 2011 Plan, as amended in July 2013, the number of authorized shares of common stock is equal to 5,300,000 shares plus the number of shares that expired, terminated, surrendered or forfeited awards subsequent to July 20, 2011 under the Amended and Restated 2005 Equity Compensation and Incentive Plan (the “2005 Plan”). Following approval of the 2011 Plan, we terminated the 2005 Plan. The 2011 Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock, restricted stock units (“RSUs”), deferred stock units (“DSUs”) and other equity based non-stock option awards as determined by the plan administrator by officers, employees, consultants, and directors of the Company. Effective February 1, 2014, SeaChange gave its non-employee members of the Board of Directors the option to receive DSUs in lieu of RSUs, beginning with the annual grant for fiscal 2015. The number of units subject to the DSUs is determined as of the grant date and shall fully vest one year from the grant date. The shares underlying the DSUs are not vested and issued until the earlier of the director ceasing to be a member of the Board of Directors (provided such time is subsequent to the first day of the succeeding fiscal year) or immediately prior to a change in control. Commencing with fiscal 2016, we changed the policy regarding the timing of the equity grant from the first day of the applicable fiscal year to be the date of our annual meeting of stockholders. To facilitate the transition, a partial year grant was made to our non-employee directors, effective February 1, 2015, and a full year grant was made to our non-employee directors, effective July 15, 2015. We may satisfy awards upon the exercise of stock options, vesting of RSUs, or the issuance of DSUs with newly issued shares or treasury shares. The Board of Directors is responsible for the administration of the 2011 Plan and determining the terms of each award, award exercise price, the number of shares for which each award is granted and the rate at which each award vests. In certain instances the Board of Directors may elect to modify the terms of an award. Option awards may be granted to employees at an exercise price per share of not less than 100% of the fair market value per common share on the date of the grant. RSUs, DSUs and other equity-based non-stock option awards may be granted to any officer, employee, director, or consultant at a purchase price per share as determined by the Board of Directors. Option awards granted under the 2011 Plan generally vest over a period of three years and expire ten years from the date of the grant. We have granted market-based options to newly appointed officers. These stock options have an exercise price equal to our closing stock price on the date of grant and will vest in approximately equal increments based upon the closing price of SeaChange’s common stock. We record the fair value of these stock options using the Monte Carlo simulation model, since the stock option vesting is variable depending on the closing price of our traded common stock. The model simulated the daily trading price of the market-based stock options’ expected terms to determine if the vesting conditions would be triggered during the term. As a result, the fair value was estimated to be $2.4 million for these stock options which will be expensed over the next 2.3 years. 2015 Employee Stock Purchase Plan In July 2015 we adopted the 2015 Employee Stock Purchase Plan (the “ESPP”). The purpose of the ESPP is to provide eligible employees, including executive officers of SeaChange, with the opportunity to purchase shares of our common stock at a discount through accumulated payroll deductions of up to 15%, but not less than one percent of their eligible compensation, subject to any plan limitations. Offering periods typically commence on October 1 st st st th |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Jul. 31, 2015 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 10. Accumulated Other Comprehensive Loss The following shows the changes in the components of accumulated other comprehensive loss for the six months ended July 31, 2015: Changes in Foreign Fair Value of Currency Available Translation for Sale Adjustment Investments Total (Amounts in thousands) Balance at January 31, 2015 $ (5,797 ) $ 43 $ (5,754 ) Other comprehensive loss (624 ) (15 ) (639 ) Balance at July 31, 2015 $ (6,421 ) $ 28 $ (6,393 ) Comprehensive loss consists of our net loss and other comprehensive loss, which includes foreign currency translation adjustments and changes in unrealized gains and losses on marketable securities available for sale. For purposes of comprehensive loss disclosures, we do not record tax expense or benefits for the net changes in the foreign currency translation adjustments, as we intend to permanently reinvest all undistributed earnings of our foreign subsidiaries. |
Segment Information, Significan
Segment Information, Significant Customers and Geographic Information | 6 Months Ended |
Jul. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Information, Significant Customers and Geographic Information | 11. Segment Information, Significant Customers and Geographic Information Segment Information Our operations are organized into one reportable segment. Operating segments are defined as components of an enterprise evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and assess performance. Our reportable segment was determined based upon the nature of the products offered to customers, the market characteristics of each operating segment and the Company’s management structure. Significant Customers The following summarizes revenues by significant customer where such revenue exceeded 10% of total revenues for the indicated period: Three Months Ended Six Months Ended July 31, July 31, 2015 2014 2015 2014 Customer A 25 % 16 % 22 % 17 % Customer B 11 % 19 % 14 % 19 % Customer C 11 % N/A N/A N/A Customer D N/A 11 % N/A 11 % Geographic Information The following table summarizes revenues by customers’ geographic locations for the periods presented: Three Months Ended July 31, Six Months Ended July 31, 2015 2014 2015 2014 Amount % Amount % Amount % Amount % Revenues by customers’ geographic locations: (Amounts in thousands, except percentages) North America(1) $ 16,010 58 % $ 18,855 63 % $ 29,789 58 % $ 33,497 62 % Europe and Middle East 10,090 36 % 9,001 30 % 17,656 35 % 16,698 31 % Latin America 1,354 5 % 1,529 5 % 2,452 5 % 3,178 6 % Asia Pacific and other international locations 417 1 % 464 2 % 1,151 2 % 813 1 % Total $ 27,871 $ 29,849 $ 51,048 $ 54,186 (1) Includes total revenues for the United States for the periods shown as follows (amounts in thousands, except percentage data): Three Months Ended Six Months Ended July 31, July 31, 2015 2014 2015 2014 U.S. Revenue $ 11,794 $ 17,979 $ 23,729 $ 31,447 % of total revenues 42.3 % 60.2 % 46.5 % 58.0 % |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes We recorded an income tax provision from continuing operations of $0.1 million and $0.2 for the three and six months ended July 31, 2015, respectively, primarily due to the tax deductible goodwill acquired from Timeline Labs. The taxable temporary differences related to tax amortization of the acquired goodwill creates a deferred tax liability associated with an indefinite-lived intangible asset. Accordingly, the resulting deferred tax liability cannot be used as a source of income against which our deferred tax assets may be realized. The Company reviews all available evidence to evaluate the recovery of deferred tax assets, including the recent history of losses in all tax jurisdictions, as well as its ability to generate income in future periods. As of July 31, 2015, due to the uncertainty related to the ultimate use of certain deferred income tax assets, the Company has recorded a valuation allowance on certain of its deferred tax assets. Our effective tax rate in fiscal 2016 and in future periods may fluctuate on a quarterly basis as a result of changes in our jurisdictional forecasts where losses cannot be benefitted due to the existence of valuation allowances on our deferred tax assets, changes in actual results versus our estimates, or changes in tax laws, regulations, accounting principles, or interpretations thereof. We regularly review our tax positions in each significant taxing jurisdiction in the process of evaluating our unrecognized tax benefits. We make adjustments to our unrecognized tax benefits when: i) facts and circumstance regarding a tax position change, causing a change in management’s judgment regarding that tax position; ii) a tax position is effectively settled with a tax authority; and/or iii) the statute of limitations expires regarding a tax position. We file income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and various foreign jurisdictions. We are no longer subject to U.S. federal examinations before fiscal 2010. However, the taxing authorities still have the ability to review the propriety of certain tax attributes created in closed years if such tax attributes are utilized in an open tax year. Presently, we are under audit with the IRS for fiscal years 2010 through 2012. In August 2015, the IRS issued proposed tax adjustments for the fiscal 2010 and 2012 tax years which the Company is presently reviewing. If the Company is unsuccessful in defending its positions, these adjustments would be offset by the Company’s net operating losses (“NOLs”) generated in the fiscal 2013 tax year. In order to process the potential offset, the IRS has expanded the audit to include the fiscal 2013 tax year. The proposed tax adjustments could reduce the Company’s Federal NOLs from $37.1 million to $34.2 million. In addition, the proposed adjustments could result in an additional tax expense of $0.2 million in the period which the audit is settled. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jul. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 13. Net Loss Per Share Net loss per share is presented in accordance with authoritative guidance which requires the presentation of “basic” and “diluted” earnings per share. Basic net loss per share is computed by dividing earnings available to common shareholders by the weighted-average shares of common stock outstanding during the period. For the purposes of calculating diluted net loss per share, the denominator includes both the weighted average number of shares of common stock outstanding during the period and the weighted average number of shares of potential dilutive shares of common stock, such as stock options, RSUs and DSUs, calculated using the treasury stock method. Basic and diluted net loss per share was the same for all the periods presented as the impact of potential dilutive shares outstanding was anti-dilutive due to the Company’s net loss position. The following table sets forth our computation of basic and diluted net loss per common share (amounts in thousands, except per share amounts): Three Months Ended Six Months Ended July 31, July 31, 2015 2014 2015 2014 Net loss from continuing operations $ (5,027 ) $ (5,687 ) $ (14,852 ) $ (15,154 ) Net income from discontinued operations — 119 — 119 Net loss $ (5,027 ) $ (5,568 ) $ (14,852 ) $ (15,035 ) Weighted average shares used in computing net loss per share - basic and diluted 33,350 32,806 33,339 32,902 Net loss per share - basic and diluted: Loss from continuing operations $ (0.16 ) $ (0.17 ) $ (0.45 ) $ (0.46 ) Income from discontinued operations — 0.00 — 0.00 Net loss per share - basic and diluted $ (0.16 ) $ (0.17 ) $ (0.45 ) $ (0.46 ) The number of common shares used in the computation of diluted net loss per share for the three and six months ended July 31, 2015 and 2014 does not include the effect of the following potentially outstanding common shares because the effect would have been anti-dilutive (amounts in thousands): Three Months Ended Six Months Ended 2015 2014 2015 2014 Stock options 1,526 297 1,468 344 Restricted stock units 179 207 152 214 Deferred stock units 18 5 12 2 Total 1,723 509 1,632 560 |
Recent Accounting Standard Upda
Recent Accounting Standard Updates | 6 Months Ended |
Jul. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Standard Updates | 14. Recent Accounting Standard Updates We consider the applicability and impact of all Accounting Standards Updates. Updates not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations. Simplifying the Measurement of Inventory In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates No. (“ASU”) 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory.” Intangibles-Goodwill and Other-Internal-Use Software In April 2015, the FASB issued ASU 2015-05, “Intangibles-Goodwill and Other-Internal-Use Software – Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” Amendments to the Consolidation Analysis In February 2015, the FASB issued ASU 2015-02, “Amendments to the Consolidation Analysis.” Accounting For Share-Based Payments- Performance Target Could Be Achieved after the Requisite Service Period In June 2014, the FASB issued ASU 2014-12, “Compensation - Stock Compensation (Topic 718) – Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” Revenue from Contracts with Customers In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” |
Nature of Business and Basis 20
Nature of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jul. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of SeaChange International, Inc. and its subsidiaries (“SeaChange” or the “Company”) and are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reports as well as rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany transactions and balances have been eliminated. Certain information and footnote disclosures normally included in financial statements prepared under U.S. GAAP have been condensed or omitted pursuant to such regulations. However, we believe that the disclosures are adequate to make the information presented not misleading. In the opinion of management, the accompanying financial statements include all adjustments necessary to present a fair presentation of the consolidated financial statements for the periods shown. These consolidated financial statements should be read in conjunction with our most recently audited financial statements and related footnotes included in our Annual Report on Form 10-K (“Form 10-K”) as filed with the SEC. The balance sheet data as of January 31, 2015 that is included in this Quarterly Report on Form 10-Q (“Form 10-Q”) was derived from our audited financial statements. The preparation of these financial statements in conformity with U.S. GAAP, requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. Interim results are not necessarily indicative of the operating results for the full fiscal year or any future periods and actual results may differ from our estimates. During the three and six months ended July 31, 2015, there have been no material changes to our significant accounting policies that were described in our fiscal 2015 Form 10-K, as filed with the SEC. |
Fair Value Measurements | Fair Value Measurements Definition and Hierarchy The applicable accounting guidance defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The guidance establishes a framework for measuring fair value and expands required disclosure about the fair value measurements of assets and liabilities. This guidance requires us to classify and disclose assets and liabilities measured at fair value on a recurring basis, as well as fair value measurements of assets and liabilities measured on a non-recurring basis in periods subsequent to initial measurement, in a fair value hierarchy. The fair value hierarchy is broken down into three levels based on the reliability of inputs and requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required, as well as the assets and liabilities that we value using those levels of inputs: • Level 1 – Observable inputs that reflect quoted prices for identical assets or liabilities in active markets. • Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not very active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The fair value of the contingent consideration obligations related to our business acquisitions are valued using Level 3 inputs. Valuation Techniques Inputs to valuation techniques are observable and unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. When developing fair value estimates for certain financial assets and liabilities, we maximize the use of observable inputs and minimize the use of unobservable inputs. When available, we use quoted market prices, market comparables and discounted cash flow projections. Financial assets include money market funds, U.S. treasury notes or bonds and U.S. government agency bonds. In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value. If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, then we use quoted prices for similar assets and liabilities or inputs that are observable either directly or indirectly. In periods of market inactivity, the observability of prices and inputs may be reduced for certain instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or from Level 2 to Level 3. |
Recent Accounting Standard Updates | Recent Accounting Standard Updates We consider the applicability and impact of all Accounting Standards Updates. Updates not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations. Simplifying the Measurement of Inventory In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates No. (“ASU”) 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory.” Intangibles-Goodwill and Other-Internal-Use Software In April 2015, the FASB issued ASU 2015-05, “Intangibles-Goodwill and Other-Internal-Use Software – Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” Amendments to the Consolidation Analysis In February 2015, the FASB issued ASU 2015-02, “Amendments to the Consolidation Analysis.” Accounting For Share-Based Payments- Performance Target Could Be Achieved after the Requisite Service Period In June 2014, the FASB issued ASU 2014-12, “Compensation - Stock Compensation (Topic 718) – Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” Revenue from Contracts with Customers In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jul. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities Measured on Recurring Basis | The following tables set forth our financial assets and liabilities that were accounted for at fair value on a recurring basis as of July 31, 2015 and January 31, 2015: Fair Value at July 31, 2015 Using Quoted Prices in Significant Active Other Significant Markets for Observable Unobservable July 31, Identical Assets Inputs Inputs 2015 (Level 1) (Level 2) (Level 3) (Amounts in thousands) Financial assets: Money market accounts (a) $ 3,627 $ 3,627 $ — $ — Available for sale marketable securities: Current marketable securities: U.S. treasury notes and bonds - conventional 2,006 2,006 — — U.S. government agency issues 2,003 — 2,003 — Non-current marketable securities: U.S. treasury notes and bonds - conventional 5,770 5,770 — — U.S. government agency issues 2,504 — 2,504 — Total $ 15,910 $ 11,403 $ 4,507 $ — Financial liabilities: Contingent consideration (b) $ 1,487 $ — $ — $ 1,487 Fair Value at January 31, 2015 Using Quoted Prices in Significant Active Other Significant Markets for Observable Unobservable January 31, Identical Assets Inputs Inputs 2015 (Level 1) (Level 2) (Level 3) (Amounts in thousands) Financial assets: Money market accounts (a) $ 1,575 $ 1,575 $ — $ — Available for sale marketable securities: Current marketable securities: U.S. treasury notes and bonds - conventional 1,501 1,501 — — U.S. government agency issues 6,015 — 6,015 — Non-current marketable securities: U.S. treasury notes and bonds - conventional 4,286 4,286 U.S. government agency issues 2,507 — 2,507 — Total $ 15,884 $ 7,362 $ 8,522 $ — (a) Money market funds and U.S. treasury bills are included in cash and cash equivalents on the accompanying consolidated balance sheet and are valued at quoted market prices for identical instruments in active markets. (b) The fair value of our contingent consideration arrangement is determined based on management’s evaluation as to the probability of achieving certain defined performance criteria based on the expected future performance of the acquired entity, as well as the fair value of the estimated shares of the Company’s common stock to be issued. |
Reconciliation of Liabilities Measured at Fair Value on Recurring Basis | The following table sets forth a reconciliation of liabilities measured at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) for the six months ended July 31, 2015 (amounts in thousands): Level 3 Accrued Contingent Consideration Ending balance at January 31, 2015 $ — Timeline Labs acquisition 1,508 Change in fair value (21 ) Ending balance July 31, 2015 $ 1,487 |
Summary of Available-for-Sale Securities | The following is a summary of cash, cash equivalents and available-for-sale securities, including the cost basis, aggregate fair value and gross unrealized gains and losses, for short- and long-term marketable securities portfolio as of July 31, 2015 and January 31, 2015: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value (Amounts in thousands) July 31, 2015: Cash $ 56,933 $ — $ — $ 56,933 Cash equivalents 3,627 — — 3,627 Cash and cash equivalents 60,560 — — 60,560 U.S. treasury notes and bonds - short-term 2,004 2 2,006 U.S. treasury notes and bonds - long-term 5,760 10 — 5,770 U.S, government agency issues - short-term 2,002 1 — 2,003 U.S, government agency issues - long-term 2,489 15 2,504 Total cash, cash equivalents and marketable securities $ 72,815 $ 28 $ — $ 72,843 January 31, 2015: Cash $ 88,444 $ — $ — $ 88,444 Cash equivalents 1,575 — — 1,575 Cash and cash equivalents 90,019 — — 90,019 U.S. treasury notes and bonds - short-term 1,500 1 1,501 U.S. treasury notes and bonds - long-term 4,268 18 — 4,286 U.S, government agency issues - short-term 6,008 7 — 6,015 U.S, government agency issues - long-term 2,490 17 2,507 Total cash, cash equivalents and marketable securities $ 104,285 $ 43 $ — $ 104,328 |
Schedule of Contractual Maturities Available-for-Sale Debt Securities | The following is a schedule of the contractual maturities of available-for-sale investments as of July 31, 2015 (amounts in thousands): Estimated Fair Value Maturity of one year or less $ 4,009 Maturity between one and five years 8,274 Total $ 12,283 |
Acquisition of TLL, LLC (Tables
Acquisition of TLL, LLC (Tables) | 6 Months Ended |
Jul. 31, 2015 | |
Business Combinations [Abstract] | |
Summary of Preliminary Allocation of Purchase Price | The preliminary allocation of the purchase price is as follows (amounts in thousands): Fair value of consideration: Cash, net of cash acquired $ 14,186 Closing stock consideration 3,019 Deferred stock consideration 6,543 Contingent consideration 509 Total purchase price $ 24,257 Fair value of assets acquired and liabilities assumed: Current assets 249 Other long-term assets 108 Finite-life intangible assets 6,720 Goodwill 17,246 Current liabilities (66 ) Allocated purchase price $ 24,257 |
Components of Identified Intangible Assets Associated with Timeline Labs Acquisition and their Estimated Useful Lives | The following table sets forth the components of the identified intangible assets associated with the Timeline Labs acquisition and their estimated useful lives: Useful life Fair Value (Amounts in thousands) Tradename 7 years $ 620 Customer contracts 7 years 4,760 Non-compete agreements 2 years 170 Existing technology 5 years 1,170 $ 6,720 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jul. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist primarily of hardware and related component parts and are stated at the lower of cost (on a first-in, first-out basis) or market. Inventories consist of the following: July 31, January 31, 2015 2015 (Amounts in thousands) Components and assemblies $ 1,424 $ 1,487 Finished products 1,901 1,377 Total inventory $ 3,325 $ 2,864 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jul. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Change in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill for the six months ended July 31, 2015 were as follows: Goodwill (Amounts in thousands) Balance at January 31, 2015 $ 41,008 Acquisition of Timeline Labs 17,246 Cumulative translation adjustment (622 ) Balance at July 31, 2015 $ 57,632 |
Schedule of Intangible Assets | Intangible assets, net, consisted of the following at July 31, 2015 and January 31, 2015: As of July 31, 2015 As of January 31, 2015 Weighted average Gross Accumulated Net Gross Accumulated Net (Amounts in thousands) Finite-life intangible assets: Customer contracts 6.3 $ 34,828 $ (25,705 ) $ 9,123 $ 30,397 $ (24,160 ) $ 6,237 Non-compete agreements 2.0 2,552 (2,425 ) 127 2,433 (2,433 ) — Completed technology 5.1 11,303 (9,493 ) 1,810 10,307 (9,230 ) 1,077 Trademarks, patents and other 7.1 7,692 (7,116 ) 576 7,082 (7,082 ) — Total finite-life intangible assets $ 56,375 $ (44,739 ) $ 11,636 $ 50,219 $ (42,905 ) $ 7,314 |
Schedule of Finite-Life Intangible Assets, Future Amortization Expense | As of July 31, 2015, the estimated future amortization expense for our finite-life intangible assets for the remainder of fiscal 2016, the four succeeding fiscal years and thereafter is as follows (amounts in thousands): Estimated Amortization Fiscal Year Ended January 31, Expense 2016 (for the remaining six months) $ 2,255 2017 3,187 2018 2,330 2019 1,647 2020 1,065 2021 and thereafter 1,152 Total $ 11,636 |
Severance and Other Restructu25
Severance and Other Restructuring Costs (Tables) | 6 Months Ended |
Jul. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Change in Severance Liability | The following table shows the change in balances of our accrued severance reported as a component of other accrued expenses on the consolidated balance sheet as of July 31, 2015 (amounts in thousands): Three Months Ended Six Months Ended July 31, 2015 July 31, 2015 Accrual balance at the beginning of the period $ 131 $ 2,021 Severance and other restructuring charges incurred 617 829 Severance costs paid (458 ) (2,495 ) Other adjustments (22 ) (87 ) Accrual balance as of July 31, 2015 $ 268 $ 268 |
Accumulated Other Comprehensi26
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jul. 31, 2015 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The following shows the changes in the components of accumulated other comprehensive loss for the six months ended July 31, 2015: Changes in Foreign Fair Value of Currency Available Translation for Sale Adjustment Investments Total (Amounts in thousands) Balance at January 31, 2015 $ (5,797 ) $ 43 $ (5,754 ) Other comprehensive loss (624 ) (15 ) (639 ) Balance at July 31, 2015 $ (6,421 ) $ 28 $ (6,393 ) |
Segment Information, Signific27
Segment Information, Significant Customers and Geographic Information (Tables) | 6 Months Ended |
Jul. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Major Customers by Reporting Segments | The following summarizes revenues by significant customer where such revenue exceeded 10% of total revenues for the indicated period: Three Months Ended Six Months Ended July 31, July 31, 2015 2014 2015 2014 Customer A 25 % 16 % 22 % 17 % Customer B 11 % 19 % 14 % 19 % Customer C 11 % N/A N/A N/A Customer D N/A 11 % N/A 11 % |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area | The following table summarizes revenues by customers’ geographic locations for the periods presented: Three Months Ended July 31, Six Months Ended July 31, 2015 2014 2015 2014 Amount % Amount % Amount % Amount % Revenues by customers’ geographic locations: (Amounts in thousands, except percentages) North America(1) $ 16,010 58 % $ 18,855 63 % $ 29,789 58 % $ 33,497 62 % Europe and Middle East 10,090 36 % 9,001 30 % 17,656 35 % 16,698 31 % Latin America 1,354 5 % 1,529 5 % 2,452 5 % 3,178 6 % Asia Pacific and other international locations 417 1 % 464 2 % 1,151 2 % 813 1 % Total $ 27,871 $ 29,849 $ 51,048 $ 54,186 (1) Includes total revenues for the United States for the periods shown as follows (amounts in thousands, except percentage data): Three Months Ended Six Months Ended July 31, July 31, 2015 2014 2015 2014 U.S. Revenue $ 11,794 $ 17,979 $ 23,729 $ 31,447 % of total revenues 42.3 % 60.2 % 46.5 % 58.0 % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jul. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth our computation of basic and diluted net loss per common share (amounts in thousands, except per share amounts): Three Months Ended Six Months Ended July 31, July 31, 2015 2014 2015 2014 Net loss from continuing operations $ (5,027 ) $ (5,687 ) $ (14,852 ) $ (15,154 ) Net income from discontinued operations — 119 — 119 Net loss $ (5,027 ) $ (5,568 ) $ (14,852 ) $ (15,035 ) Weighted average shares used in computing net loss per share - basic and diluted 33,350 32,806 33,339 32,902 Net loss per share - basic and diluted: Loss from continuing operations $ (0.16 ) $ (0.17 ) $ (0.45 ) $ (0.46 ) Income from discontinued operations — 0.00 — 0.00 Net loss per share - basic and diluted $ (0.16 ) $ (0.17 ) $ (0.45 ) $ (0.46 ) |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | The number of common shares used in the computation of diluted net loss per share for the three and six months ended July 31, 2015 and 2014 does not include the effect of the following potentially outstanding common shares because the effect would have been anti-dilutive (amounts in thousands): Three Months Ended Six Months Ended 2015 2014 2015 2014 Stock options 1,526 297 1,468 344 Restricted stock units 179 207 152 214 Deferred stock units 18 5 12 2 Total 1,723 509 1,632 560 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Financial Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($) $ in Thousands | Jul. 31, 2015 | Jan. 31, 2015 |
Available for sale marketable securities: | ||
Marketable securities, short-term | $ 4,009 | $ 7,516 |
Non-current marketable securities: | ||
Marketable securities, long-term | 8,274 | 6,793 |
Total | 15,910 | 15,884 |
Financial liabilities: | ||
Contingent consideration | 1,487 | |
U.S. Treasury Notes and Bonds Conventional [Member] | ||
Available for sale marketable securities: | ||
Marketable securities, short-term | 2,006 | 1,501 |
Non-current marketable securities: | ||
Marketable securities, long-term | 5,770 | 4,286 |
U.S. Government Agency Issues Short Term [Member] | ||
Available for sale marketable securities: | ||
Marketable securities, short-term | 2,003 | 6,015 |
U.S. Government Agency Issues Long Term [Member] | ||
Non-current marketable securities: | ||
Marketable securities, long-term | 2,504 | 2,507 |
Money Market Accounts [Member] | ||
Financial assets: | ||
Cash and cash equivalents | 3,627 | 1,575 |
Fair Value, Inputs, Level 1 [Member] | ||
Non-current marketable securities: | ||
Total | 11,403 | 7,362 |
Fair Value, Inputs, Level 1 [Member] | U.S. Treasury Notes and Bonds Conventional [Member] | ||
Available for sale marketable securities: | ||
Marketable securities, short-term | 2,006 | 1,501 |
Non-current marketable securities: | ||
Marketable securities, long-term | 5,770 | 4,286 |
Fair Value, Inputs, Level 1 [Member] | Money Market Accounts [Member] | ||
Financial assets: | ||
Cash and cash equivalents | 3,627 | 1,575 |
Fair Value, Inputs, Level 2 [Member] | ||
Non-current marketable securities: | ||
Total | 4,507 | 8,522 |
Fair Value, Inputs, Level 2 [Member] | U.S. Government Agency Issues Short Term [Member] | ||
Available for sale marketable securities: | ||
Marketable securities, short-term | 2,003 | 6,015 |
Fair Value, Inputs, Level 2 [Member] | U.S. Government Agency Issues Long Term [Member] | ||
Non-current marketable securities: | ||
Marketable securities, long-term | 2,504 | $ 2,507 |
Fair Value, Inputs, Level 3 [Member] | ||
Financial liabilities: | ||
Contingent consideration | $ 1,487 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 6 Months Ended |
Jul. 31, 2015USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Accrued contingent consideration at January 31, 2015 | $ 0 |
Timeline Labs acquisition | 1,508 |
Change in fair value | (21) |
Accrued contingent consideration at July 31, 2015 | $ 1,487 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jul. 31, 2015 | Jan. 31, 2015 | |
Fair Value Measurements Disclosure [Line Items] | ||
Maximum maturity of marketable securities | Three months or less | |
Escrow agreement fund | $ 2,500,000 | |
Escrow reserve | $ 1,100,000 | |
Acquisition date | Feb. 2, 2015 | |
Cash equivalents and marketable securities | $ 72,800,000 | $ 105,400,000 |
Timeline Labs [Member] | ||
Fair Value Measurements Disclosure [Line Items] | ||
Current portion of contingent consideration liability | 900,000 | |
Noncurrent portion of contingent consideration liability | $ 600,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Available-for-Sale Securities (Detail) - USD ($) $ in Thousands | Jul. 31, 2015 | Jan. 31, 2015 |
Schedule of Available-for-Sale Securities [Line Items] | ||
Amortized Cost | $ 72,815 | $ 104,285 |
Gross Unrealized Gains | 28 | 43 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 72,843 | 104,328 |
Cash [Member] | ||
Schedule of Available-for-Sale Securities [Line Items] | ||
Amortized Cost | 56,933 | 88,444 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 56,933 | 88,444 |
Cash Equivalents [Member] | ||
Schedule of Available-for-Sale Securities [Line Items] | ||
Amortized Cost | 3,627 | 1,575 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 3,627 | 1,575 |
Cash and Cash Equivalents [Member] | ||
Schedule of Available-for-Sale Securities [Line Items] | ||
Amortized Cost | 60,560 | 90,019 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 60,560 | 90,019 |
U.S. Treasury Notes and Bonds - Short Term [Member] | ||
Schedule of Available-for-Sale Securities [Line Items] | ||
Amortized Cost | 2,004 | 1,500 |
Gross Unrealized Gains | 2 | 1 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 2,006 | 1,501 |
U.S. Treasury Notes and Bonds - Long Term [Member] | ||
Schedule of Available-for-Sale Securities [Line Items] | ||
Amortized Cost | 5,760 | 4,268 |
Gross Unrealized Gains | 10 | 18 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 5,770 | 4,286 |
U.S. Government Agency Issues Short Term [Member] | ||
Schedule of Available-for-Sale Securities [Line Items] | ||
Amortized Cost | 2,002 | 6,008 |
Gross Unrealized Gains | 1 | 7 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 2,003 | 6,015 |
U.S. Government Agency Issues Long Term [Member] | ||
Schedule of Available-for-Sale Securities [Line Items] | ||
Amortized Cost | 2,489 | 2,490 |
Gross Unrealized Gains | 15 | 17 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | $ 2,504 | $ 2,507 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Contractual Maturities Available-for-Sale Debt Securities (Detail) $ in Thousands | Jul. 31, 2015USD ($) |
Fair Value Disclosures [Abstract] | |
Maturity of one year or less | $ 4,009 |
Maturity between one and five years | 8,274 |
Total | $ 12,283 |
Acquisition of TLL, LLC - Addit
Acquisition of TLL, LLC - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 03, 2015 | Feb. 02, 2015 | Jul. 31, 2015 | Jul. 31, 2015 | Jan. 31, 2015 |
Business Acquisition [Line Items] | |||||
Payments to acquire business | $ 11,686 | ||||
Contingent consideration liability, fair value | $ 500 | 500 | |||
Contingent consideration liability, fair value of employee portion | 2,600 | 2,600 | |||
Contingent consideration | 1,487 | 1,487 | |||
Fair value of acquisition related contingent consideration | 481 | 983 | |||
Goodwill | 57,632 | 57,632 | $ 41,008 | ||
Timeline Labs [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of equity interest acquired | 100.00% | ||||
Payments to acquire business | $ 14,186 | ||||
Preliminary working capital adjustments | 200 | ||||
Indemnification assets | $ 1,400 | ||||
Business acquisition, number of common stock issued | 344,055 | ||||
Common stock deposited into escrow | 173,265 | ||||
Fair value of common stock issuance | $ 6,500 | ||||
Business acquisition, value of common stock issued | 6,543 | ||||
Contingent consideration | 509 | $ 1,000 | 1,000 | ||
Goodwill | $ 17,246 | ||||
Business acquisition related costs | $ 100 | ||||
Timeline Labs [Member] | Subsequent Event [Member] | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, number of common stock issued | 260,537 | ||||
Business acquisition, value of common stock issued | $ 1,800 |
Acquisition of TLL, LLC - Summa
Acquisition of TLL, LLC - Summary of Preliminary Allocation of Purchase Price (Detail) - USD ($) $ in Thousands | Feb. 02, 2015 | Jul. 31, 2015 | Jan. 31, 2015 |
Fair value of consideration: | |||
Cash, net of cash acquired | $ 11,686 | ||
Contingent consideration | 1,487 | ||
Fair value of assets acquired and liabilities assumed: | |||
Goodwill | 57,632 | $ 41,008 | |
Timeline Labs [Member] | |||
Fair value of consideration: | |||
Cash, net of cash acquired | $ 14,186 | ||
Closing stock consideration | 3,019 | ||
Deferred stock consideration | 6,543 | ||
Contingent consideration | 509 | $ 1,000 | |
Total purchase price | 24,257 | ||
Fair value of assets acquired and liabilities assumed: | |||
Current assets | 249 | ||
Other long-term assets | 108 | ||
Finite-life intangible assets | 6,720 | ||
Goodwill | 17,246 | ||
Current liabilities | (66) | ||
Allocated purchase price | $ 24,257 |
Acquisition of TLL, LIC - Compo
Acquisition of TLL, LIC - Components of Identified Intangible Assets Associated with Timeline Labs Acquisition and their Estimated Useful Lives (Detail) - USD ($) $ in Thousands | Feb. 02, 2015 | Jul. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Identified intangible assets, Fair Value | $ 6,720 | |
Tradename [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identified intangible assets, Useful life | 7 years | |
Identified intangible assets, Fair Value | $ 620 | |
Customer Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identified intangible assets, Useful life | 7 years | 6 years 3 months 18 days |
Identified intangible assets, Fair Value | $ 4,760 | |
Non-Compete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identified intangible assets, Useful life | 2 years | 2 years |
Identified intangible assets, Fair Value | $ 170 | |
Existing Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identified intangible assets, Useful life | 5 years | |
Identified intangible assets, Fair Value | $ 1,170 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Jul. 31, 2015 | Jan. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Components and assemblies | $ 1,424 | $ 1,487 |
Finished products | 1,901 | 1,377 |
Total inventory | $ 3,325 | $ 2,864 |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets - Schedule of Change in Carrying Amount of Goodwill (Detail) $ in Thousands | 6 Months Ended |
Jul. 31, 2015USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning balance | $ 41,008 |
Acquisition of Timeline Labs | 17,246 |
Cumulative translation adjustment | (622) |
Goodwill, Ending balance | $ 57,632 |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets - Additional Information (Detail) | 6 Months Ended |
Jul. 31, 2015USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Impairment charges | $ 0 |
Goodwill and Intangible Asset40
Goodwill and Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | Feb. 02, 2015 | Jul. 31, 2015 | Jan. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | |||
Finite-life intangible assets, Gross | $ 56,375 | $ 50,219 | |
Accumulated Amortization | (44,739) | (42,905) | |
Finite-life intangible assets, Net | $ 11,636 | 7,314 | |
Customer Contracts [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average remaining life (years) | 7 years | 6 years 3 months 18 days | |
Finite-life intangible assets, Gross | $ 34,828 | 30,397 | |
Accumulated Amortization | (25,705) | (24,160) | |
Finite-life intangible assets, Net | $ 9,123 | 6,237 | |
Non-Compete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average remaining life (years) | 2 years | 2 years | |
Finite-life intangible assets, Gross | $ 2,552 | 2,433 | |
Accumulated Amortization | (2,425) | (2,433) | |
Finite-life intangible assets, Net | $ 127 | ||
Completed Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average remaining life (years) | 5 years 1 month 6 days | ||
Finite-life intangible assets, Gross | $ 11,303 | 10,307 | |
Accumulated Amortization | (9,493) | (9,230) | |
Finite-life intangible assets, Net | $ 1,810 | 1,077 | |
Trademarks, Patents and Other [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average remaining life (years) | 7 years 1 month 6 days | ||
Finite-life intangible assets, Gross | $ 7,692 | 7,082 | |
Accumulated Amortization | (7,116) | $ (7,082) | |
Finite-life intangible assets, Net | $ 576 |
Goodwill and Intangible Asset41
Goodwill and Intangible Assets - Schedule of Finite-Life Intangible Assets, Future Amortization Expense (Detail) - USD ($) $ in Thousands | Jul. 31, 2015 | Jan. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2016 (for the remaining six months) | $ 2,255 | |
2,017 | 3,187 | |
2,018 | 2,330 | |
2,019 | 1,647 | |
2,020 | 1,065 | |
2021 and thereafter | 1,152 | |
Finite-life intangible assets, Net | $ 11,636 | $ 7,314 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - Jul. 31, 2015 - Demand Debt Instrument [Member] - Line of Credit [Member] - USD ($) | Total |
Contingencies And Commitments [Line Items] | |
Demand notes payable | $ 20,000,000 |
Line of credit expiration date | Nov. 30, 2015 |
Severance and Other Restructu43
Severance and Other Restructuring Costs - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | |
Restructuring and Related Activities [Abstract] | ||||
Restructuring charges | $ 617 | $ 218 | $ 829 | $ 692 |
Severance and Other Restructu44
Severance and Other Restructuring Costs - Change in Severance Liability (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | |
Restructuring and Related Activities [Abstract] | ||||
Accrual balance at the beginning of the period | $ 131 | $ 2,021 | ||
Severance and other restructuring charges incurred | 617 | $ 218 | 829 | $ 692 |
Severance costs paid | (458) | (2,495) | ||
Other adjustments | (22) | (87) | ||
Accrual balance at the ending of the period | $ 268 | $ 268 |
Stock Repurchase Program - Addi
Stock Repurchase Program - Additional Information (Detail) - USD ($) | Apr. 30, 2015 | Mar. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2015 | Sep. 04, 2013 |
Equity [Abstract] | |||||
Stock repurchase program, authorized amount | $ 40,000,000 | $ 25,000,000 | |||
Termination date of repurchase program | Apr. 30, 2015 | ||||
Stock repurchased during period, Shares | 591,520 | 0 | |||
Common stock average price | $ 9.31 | ||||
Repurchases of common stock | $ 5,500,000 | $ 5,504,000 |
Stock Incentive Plans - Additio
Stock Incentive Plans - Additional Information (Detail) - USD ($) $ in Millions | 6 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2011 | |
Compensation and Incentive Plan 2011 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 5,300,000 | |
Share-based compensation arrangement by share-based payment award, Description | Option awards may be granted to employees at an exercise price per share of not less than 100% of the fair market value per common share on the date of the grant. | |
Share-based compensation arrangement by Share-based payment award, Option award vesting period | 3 years | |
Share-based compensation arrangement by share based payment award, Option award expiration period | 10 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 100.00% | |
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | $ 2.4 | |
Share-based compensation arrangement by share-based payment award, options expensed period | 2 years 3 months 18 days | |
2015 Employee Stock Purchase Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation arrangement by share-based payment award, Description | On each purchase date, eligible employees will purchase our stock at a price per share equal to 85% of the closing price of our common stock on the exercise date, but no less than par value. | |
Minimum payroll deductions at base compensation under employee stock purchase plan | 1.00% | |
Maximum payroll deductions at base compensation under employee stock purchase plan | 15.00% | |
Offering period commence date | Oct. 1, 2015 | |
Percentage of stock to be purchased under the plan | 85.00% | |
2015 Employee Stock Purchase Plan [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 1,150,000 |
Accumulated Other Comprehensi47
Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Loss (Detail) $ in Thousands | 6 Months Ended |
Jul. 31, 2015USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance | $ (5,754) |
Other comprehensive loss | (639) |
Ending balance | (6,393) |
Foreign Currency Translation Adjustment [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance | (5,797) |
Other comprehensive loss | (624) |
Ending balance | (6,421) |
Changes in Fair Value of Available for Sale Investments [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance | 43 |
Other comprehensive loss | (15) |
Ending balance | $ 28 |
Segment Information, Signific48
Segment Information, Significant Customers and Geographic Information - Additional Information (Detail) | 6 Months Ended |
Jul. 31, 2015Segment | |
Segment Reporting [Abstract] | |
Number of reportable segment | 1 |
Segment Information, Signific49
Segment Information, Significant Customers and Geographic Information - Schedule of Revenue by Major Customers by Reporting Segments (Detail) - Customer Concentration Risk [Member] - Total Revenue [Member] | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | |
Customer A [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
% of total revenues | 25.00% | 16.00% | 22.00% | 17.00% |
Customer B [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
% of total revenues | 11.00% | 19.00% | 14.00% | 19.00% |
Customer C [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
% of total revenues | 11.00% | |||
Customer D [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
% of total revenues | 11.00% | 11.00% |
Segment Information, Signific50
Segment Information, Significant Customers and Geographic Information - Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 27,871 | $ 29,849 | $ 51,048 | $ 54,186 |
North America [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 16,010 | 18,855 | 29,789 | 33,497 |
Europe and Middle East [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 10,090 | 9,001 | 17,656 | 16,698 |
Latin America [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 1,354 | 1,529 | 2,452 | 3,178 |
Asia Pacific and Other International Locations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 417 | $ 464 | $ 1,151 | $ 813 |
Customer Concentration Risk [Member] | Total Revenue [Member] | North America [Member] | ||||
Segment Reporting Information [Line Items] | ||||
% of total revenues | 58.00% | 63.00% | 58.00% | 62.00% |
Customer Concentration Risk [Member] | Total Revenue [Member] | Europe and Middle East [Member] | ||||
Segment Reporting Information [Line Items] | ||||
% of total revenues | 36.00% | 30.00% | 35.00% | 31.00% |
Customer Concentration Risk [Member] | Total Revenue [Member] | Latin America [Member] | ||||
Segment Reporting Information [Line Items] | ||||
% of total revenues | 5.00% | 5.00% | 5.00% | 6.00% |
Customer Concentration Risk [Member] | Total Revenue [Member] | Asia Pacific and Other International Locations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
% of total revenues | 1.00% | 2.00% | 2.00% | 1.00% |
Segment Information, Signific51
Segment Information, Significant Customers and Geographic Information - Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 27,871 | $ 29,849 | $ 51,048 | $ 54,186 |
United States Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 11,794 | $ 17,979 | $ 23,729 | $ 31,447 |
United States Revenue [Member] | Total Revenue [Member] | Customer Concentration Risk [Member] | ||||
Segment Reporting Information [Line Items] | ||||
% of total revenues | 42.30% | 60.20% | 46.50% | 58.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2015 | Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | |
Income Taxes Disclosure [Line Items] | |||||
Income tax provision (benefit) | $ 78 | $ 167 | $ 225 | $ (67) | |
Federal [Member] | |||||
Income Taxes Disclosure [Line Items] | |||||
Net operating loss carryforwards | 37,100 | 37,100 | |||
Proposed operating loss carryforwards | $ 34,200 | $ 34,200 | |||
Subsequent Event [Member] | |||||
Income Taxes Disclosure [Line Items] | |||||
Additional tax expense due to proposed adjustments | $ 200 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | |
Earnings Per Share [Abstract] | ||||
Net loss from continuing operations | $ (5,027) | $ (5,687) | $ (14,852) | $ (15,154) |
Net income from discontinued operations | 119 | 119 | ||
Net loss | $ (5,027) | $ (5,568) | $ (14,852) | $ (15,035) |
Weighted average shares used in computing net loss per share - basic and diluted | 33,350 | 32,806 | 33,339 | 32,902 |
Net loss per share - basic and diluted: | ||||
Loss from continuing operations | $ (0.16) | $ (0.17) | $ (0.45) | $ (0.46) |
Income from discontinued operations | 0 | 0 | ||
Net loss per share - basic and diluted | $ (0.16) | $ (0.17) | $ (0.45) | $ (0.46) |
Net Loss Per Share - Schedule54
Net Loss Per Share - Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive potentially outstanding common shares | 1,723 | 509 | 1,632 | 560 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive potentially outstanding common shares | 1,526 | 297 | 1,468 | 344 |
Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive potentially outstanding common shares | 179 | 207 | 152 | 214 |
Deferred Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive potentially outstanding common shares | 18 | 5 | 12 | 2 |