Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Dec. 31, 2014 | Jan. 30, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Dec-14 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | SOFO | |
Entity Registrant Name | SONIC FOUNDRY INC | |
Entity Central Index Key | 1029744 | |
Current Fiscal Year End Date | -21 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 4,347,303 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Dec. 31, 2014 | Sep. 30, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $2,811 | $4,344 |
Accounts receivable, net of allowances of $150 | 7,310 | 8,449 |
Inventories, net | 1,921 | 1,721 |
Prepaid expenses and other current assets | 1,329 | 1,544 |
Total current assets | 13,371 | 16,058 |
Property and equipment: | ||
Leasehold improvements | 946 | 911 |
Computer equipment | 6,028 | 5,440 |
Furniture and fixtures | 649 | 720 |
Total property and equipment | 7,623 | 7,071 |
Less accumulated depreciation | 4,051 | 3,675 |
Property and equipment, net | 3,572 | 3,396 |
Other assets: | ||
Goodwill | 10,911 | 11,185 |
Customer relationships, net of amortization of $258 and $191 | 2,076 | 2,471 |
Software development costs, net of amortization of $296 and $252 | 237 | 281 |
Product rights, net of amortization of $72 and $41 | 600 | 631 |
Other intangibles, net of amortization of $169 and $162 | 30 | 37 |
Other long-term assets | 512 | 564 |
Total assets | 31,309 | 34,623 |
Current liabilities: | ||
Revolving line of credit | 0 | 0 |
Accounts payable | 1,350 | 1,183 |
Accrued liabilities | 1,787 | 2,512 |
Unearned revenue | 7,726 | 9,079 |
Current portion of capital lease obligation | 180 | 196 |
Current portion of notes payable | 934 | 974 |
Current portion of subordinated notes payable | 1,777 | 2,096 |
Total current liabilities | 13,754 | 16,040 |
Long-term portion of unearned revenue | 1,238 | 929 |
Long-term portion of capital lease obligations | 134 | 173 |
Long-term portion of notes payable | 921 | 1,139 |
Long-term portion of subordinated note payable | 150 | 314 |
Other liabilities | 376 | 401 |
Deferred tax liability | 4,283 | 4,312 |
Total liabilities | 20,856 | 23,308 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock | ||
Common stock, $.01 par value, authorized 10,000,000 shares; 4,351,272 and 4,276,470 shares issued and 4,338,556 and 4,263,754 shares outstanding | 44 | 43 |
Additional paid-in capital | 195,201 | 194,260 |
Accumulated deficit | -183,404 | -182,372 |
Accumulated other comprehensive loss | -1,193 | -421 |
Receivable for common stock issued | -26 | -26 |
Treasury stock, at cost, 12,716 shares | -169 | -169 |
Total stockholders' equity | 10,453 | 11,315 |
Total liabilities and stockholders' equity | 31,309 | 34,623 |
5% Preferred Stock, Series B, Voting, Cumulative, Convertible [Member] | ||
Stockholders' equity: | ||
Preferred stock |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Dec. 31, 2014 | Sep. 30, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts receivable, allowances | $150 | $150 |
Customer relationships, amortization | 258 | 191 |
Software development costs, amortization | 296 | 252 |
Product rights, amortization | 72 | 41 |
Other intangibles, amortization | $169 | $162 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, issued | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 4,351,272 | 4,276,470 |
Common stock, shares outstanding | 4,338,556 | 4,263,754 |
Treasury stock, shares | 12,716 | 12,716 |
5% Preferred Stock, Series B, Voting, Cumulative, Convertible [Member] | ||
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, dividend rate | 5.00% | 5.00% |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Revenue: | ||
Product | $3,374 | $2,812 |
Services | 5,244 | 4,316 |
Other | 123 | 78 |
Total revenue | 8,741 | 7,206 |
Cost of revenue: | ||
Product | 1,536 | 1,353 |
Services | 1,135 | 457 |
Total cost of revenue | 2,671 | 1,810 |
Gross margin | 6,070 | 5,396 |
Operating expenses: | ||
Selling and marketing | 4,394 | 3,376 |
General and administrative | 1,370 | 960 |
Product development | 1,533 | 1,236 |
Acquisition costs | 450 | |
Total operating expenses | 7,297 | 6,022 |
Loss from operations | -1,227 | -626 |
Non-operating income: | ||
Equity in earnings from investment in Mediasite KK | 23 | |
Interest expense, net | -63 | -17 |
Other income, net | 168 | |
Total non-operating income | 105 | 6 |
Loss before income taxes | -1,122 | -620 |
Provision for income taxes | 90 | -70 |
Net loss | ($1,032) | ($690) |
Loss per common share: | ||
- basic | ($0.24) | ($0.17) |
- diluted | ($0.24) | ($0.17) |
Weighted average common shares | ||
- basic | 4,271,885 | 3,995,321 |
- diluted | 4,271,885 | 3,995,321 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Comprehensive Income [Abstract] | ||
Net loss | ($1,032) | ($690) |
Other comprehensive loss Foreign currency translation adjustment | -772 | -1 |
Total other comprehensive loss | -772 | -1 |
Comprehensive loss | ($1,804) | ($691) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Operating activities | ||
Net loss | ($1,032) | ($690) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Equity in earnings from investment in Mediasite KK | -23 | |
Amortization of other intangibles | 104 | 5 |
Amortization of software development costs | 44 | 44 |
Amortization of product rights | 31 | |
Depreciation of property and equipment | 382 | 296 |
Deferred taxes | 15 | 70 |
Stock-based compensation expense related to stock options | 317 | 282 |
Remeasurement gain on subordinated debt | -179 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,044 | 266 |
Inventories | -223 | -79 |
Prepaid expenses and other current assets | 233 | -86 |
Accounts payable and accrued liabilities | -967 | 174 |
Other long-term liabilities | -21 | -22 |
Unearned revenue | -979 | -199 |
Net cash (used in) provided by operating activities | -1,231 | 38 |
Investing activities | ||
Purchases of property and equipment | -109 | -117 |
Cash paid for MediaMission acquisition, net of cash acquired | -119 | |
Net cash used in investing activities | -109 | -236 |
Financing activities | ||
Payments on notes payable | -550 | -167 |
Proceed from issuance of common stock and warrants | 625 | |
Proceeds from exercise of common stock options | 0 | 35 |
Payments on capital lease obligations | -53 | -55 |
Net cash provided by (used in) financing activities | 22 | -187 |
Changes in cash and cash equivalents due to changes in foreign currency | -215 | |
Net decrease in cash and cash equivalents | -1,533 | -385 |
Cash and cash equivalents at beginning of period | 4,344 | 3,482 |
Cash and cash equivalents at end of period | 2,811 | 3,097 |
Supplemental cash flow information: | ||
Interest paid | 97 | 12 |
Income taxes paid, foreign | 9 | |
Non-cash transactions: | ||
Property and equipment financed by accounts payable, accrued liabilities or capital lease | 488 | |
Comprehensive loss attributable to equity method investment in MSKK | -1 | |
Subordinated note payable issuance for purchase of MediaMission | 687 | |
Common stock issued for purchase of MediaMission | $348 |
Basis_of_Presentation_and_Sign
Basis of Presentation and Significant Accounting Policies | 3 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Basis of Presentation and Significant Accounting Policies | 1 | Basis of Presentation and Significant Accounting Policies | |||||||||||
Business | |||||||||||||
Sonic Foundry, Inc. (the Company) is in the business of providing enterprise solutions and services for the web communications market. | |||||||||||||
Interim Financial Data | |||||||||||||
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for fair presentation of the results of operations have been included. Operating results for the three month period ended December 31, 2014 are not necessarily indicative of the results that might be expected for the year ending September 30, 2015. | |||||||||||||
The condensed consolidated balance sheet at September 30, 2014 has been derived from audited financial statements at that date, but does not include all of the information and disclosures required by GAAP. For a more complete discussion of accounting policies and certain other information, refer to the Company’s annual report filed on Form 10-K for the fiscal year ended September 30, 2014. | |||||||||||||
Principles of Consolidation | |||||||||||||
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Sonic Foundry Media Systems, Inc., MediaMission B.V. (formerly Media Mission Holding B.V.) and Mediasite KK. All significant intercompany transactions and balances have been eliminated. | |||||||||||||
Prior to January 2014, the Company owned approximately 26% of Mediasite KK and accounted for its investment under the equity method of accounting. On January 14, 2014, the Company purchased the remaining 74% of Mediasite KK. | |||||||||||||
Use of Estimates | |||||||||||||
In preparing financial statements in conformity with accounting principles generally accepted in the United States of America (US GAAP), management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the period. Actual results could differ from those estimates. | |||||||||||||
Segment Information | |||||||||||||
We have determined that in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280-10, Segment Reporting, we operate in three operating segments, however these segments meet the criteria for aggregation for reporting purposes as one reporting segment as of December 31, 2014. Prior to the acquisitions in the year ended September 30, 2014, we reported in one operating segment. Therefore, such information is not presented. | |||||||||||||
Revenue Recognition | |||||||||||||
General | |||||||||||||
Revenue is recognized when persuasive evidence of an arrangement exists, delivery occurs or services are rendered, the sales price is fixed or determinable and collectability is reasonably assured. Revenue is deferred when undelivered products or services are essential to the functionality of delivered products, customer acceptance is uncertain, significant obligations remain, or the fair value of undelivered elements is unknown. Typically, the Company does not offer customers the right to return product, other than for exchange or repair pursuant to a warranty or stock rotation. The Company’s policy is to reduce revenue if it incurs an obligation for price rebates or other such programs during the period the obligation is reasonably estimated to occur. The following policies apply to the Company’s major categories of revenue transactions. | |||||||||||||
Products | |||||||||||||
Products are considered delivered, and revenue is recognized, when title and risk of loss have been transferred to the customer or upon customer acceptance if non-delivered products or services are essential to the functionality of delivered products. Under the terms and conditions of the sale, this occurs at the time of shipment to the customer. Product revenue currently represents sales of our Mediasite recorder and Mediasite related products such as our server software and other software licenses. If a license is time-based, the revenue is recognized over the term of the license agreement. | |||||||||||||
Services | |||||||||||||
The Company sells support and content hosting contracts to our customers, typically one year in length, and records the related revenue ratably over the contractual period. Our support contracts cover phone and electronic technical support availability over and above the level provided by our distributors, software upgrades on a when and if available basis, advance hardware replacement and an extension of the standard hardware warranty from 90 days to one year. The manufacturers the Company contracts with to build the units provide a limited one-year warranty on the hardware. The Company also sells installation, training, event webcasting, and customer content hosting services. Revenue for those services is recognized when performed in the case of installation, training and event webcasting services. Occasionally, the Company will sell customization services to enhance the server software. Revenue from those services is recognized when performed, if perfunctory, or under contract accounting. Service amounts invoiced to customers in excess of revenue recognized are recorded as deferred revenue until the revenue recognition criteria are met. | |||||||||||||
Revenue Arrangements that Include Multiple Elements | |||||||||||||
Sales of software, with or without installation, training, and post customer support fall within the scope of the software revenue recognition rules. Under the software revenue recognition rules, the fee from a multiple-deliverable arrangement is allocated to each of the undelivered elements based upon vendor-specific objective evidence (VSOE), which is limited to the price charged when the same deliverable is sold separately, with the residual value from the arrangement allocated to the delivered element. The portion of the fee that is allocated to each deliverable is then recognized as revenue when the criteria for revenue recognition are met with respect to that deliverable. If VSOE does not exist for all of the undelivered elements, then all revenue from the arrangement is typically deferred until all elements have been delivered to the customer. | |||||||||||||
In the case of the Company’s hardware products with embedded software, the Company has determined that the hardware and software components function together to deliver the product’s essential functionality, and therefore, the revenue from the sale of these products is accounted for under the revenue recognition rules for tangible products whereby the fee from a multiple-deliverable arrangement is allocated to each of the deliverables based upon their relative selling prices as determined by a selling-price hierarchy. A deliverable in an arrangement qualifies as a separate unit of accounting if the delivered item has value to the customer on a stand-alone basis. A delivered item that does not qualify as a separate unit of accounting is combined with the other undelivered items in the arrangement and revenue is recognized for those combined deliverables as a single unit of accounting. The selling price used for each deliverable is based upon VSOE if available, from third-party evidence (TPE) if VSOE is not available, and best estimate of selling price (ESP) if neither VSOE nor TPE are available. TPE is the price of the Company’s or any competitor’s largely interchangeable products or services in stand-alone sales to similarly situated customers. ESP is the price at which the Company would sell the deliverable if it were sold regularly on a stand-alone basis, considering market conditions and entity-specific factors. All revenue arrangements, excluding the sale of all software-only products and associated services, have been accounted for under this guidance. | |||||||||||||
The selling prices used in the relative selling price allocation method are as follows: (1) the Company’s products and services are based upon VSOE and (2) hardware products with embedded software, for which VSOE does not exist, are based upon ESP. The Company does not believe TPE exists for any of these products and services because they are differentiated from competing products and services in terms of functionality and performance and there are no competing products or services that are largely interchangeable. Management establishes ESP for hardware products with embedded software using a cost plus margin approach with consideration for market conditions, such as the impact of competition and geographic considerations, and entity-specific factors, such as the cost of the product and the Company’s profit objectives. Management believes that ESP is reflective of reasonable pricing of that deliverable as if priced on a stand-alone basis. When a sales transaction includes deliverables that are divided between Accounting Standards Codification (ASC) Topic 605 and ASC Subtopic 985-605, the Company allocates the selling price using the relative selling price method whereas value is allocated using an ESP for software developed using a percent of list price approach. The other deliverables are valued using ESP or VSOE as previously discussed. | |||||||||||||
While the pricing model, currently in use, captures all critical variables, unforeseen changes due to external market forces may result in a revision of the inputs. These modifications may result in the consideration allocation differing from the one presently in use. Absent a significant change in the pricing inputs or the way in which the industry structures its transactions, future changes in the pricing model are not expected to materially affect our allocation of arrangement consideration. | |||||||||||||
Management has established VSOE for hosting services. Billings for hosting are spread ratably over the term of the hosting agreement, with the typical hosting agreement having a term of 12 months, with renewal on an annual basis. The Company sells most hosting contracts without the inclusion of products. When the hosting arrangement is sold in conjunction with product, the product revenue is recognized immediately while the remaining hosting revenue is spread ratably over the term of the hosting agreement. The selling price is allocated between these elements using the relative selling price method. The Company uses ESP for development of the selling price for hardware products with embedded software. | |||||||||||||
The Company also offers hosting services bundled with events services. The Company uses VSOE to establish relative selling prices for its events services. The Company recognizes events revenue when the event takes place and recognizes the hosting revenue over the term of the hosting agreement. The total amount of the arrangement is allocated to each element based on the relative selling price method. | |||||||||||||
Reserves | |||||||||||||
The Company reserves for stock rotations, price adjustments, rebates, and sales incentives to reduce revenue and accounts receivable for these and other credits granted to customers. Such reserves are recorded at the time of sale and are calculated based on historical information (such as rates of product stock rotations) and the specific terms of sales programs, taking into account any other known information about likely customer behavior. If actual customer behavior differs from our expectations, additional reserves may be required. Also, if the Company determines that it can no longer accurately estimate amounts for stock rotations and sales incentives, the Company would not be able to recognize revenue until resellers sell the inventory to the final end user. | |||||||||||||
Shipping and Handling | |||||||||||||
The Company’s shipping and handling costs billed to customers are included in other revenue. Costs related to shipping and handling are included in cost of revenue and are recorded at the time of shipment to the customer. | |||||||||||||
Concentration of Credit Risk and Other Risks and Uncertainties | |||||||||||||
As of December 31, 2014, of the $2.8 million in cash and cash equivalents, $387 thousand is deposited with two major U.S. financial institutions. At times, deposits in these institutions exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on such amounts and believes that it is not exposed to any significant credit risk on these balances. The remaining $2.4 million of cash and cash equivalents is held by our foreign subsidiaries in financial institutions in Japan and the Netherlands and held in their local currency. The cash held in foreign financial institutions is not guaranteed. | |||||||||||||
We assess the realization of our receivables by performing ongoing credit evaluations of our customers’ financial condition. Through these evaluations, we may become aware of a situation where a customer may not be able to meet its financial obligations due to deterioration of its financial viability, credit ratings or bankruptcy. Our reserve requirements are based on the best facts available to us and are reevaluated and adjusted as additional information is received. Our reserves are also based on amounts determined by using percentages applied to certain aged receivable categories. These percentages are determined by a variety of factors including, but not limited to, current economic trends, historical payment and bad debt write-off experience. Allowance for doubtful accounts for accounts receivable was $150,000 at December 31, 2014 and September 30, 2014, respectively. | |||||||||||||
Cash and Cash Equivalents | |||||||||||||
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2014, of the $2.8 million aggregate cash and cash equivalents held by the Company, the amount of cash and cash equivalents held by our foreign subsidiaries was $2.4 million. If the funds held by our foreign subsidiaries were needed for our operations in the United States, the repatriation of some of these funds to the United States could require payment of additional U.S. taxes. | |||||||||||||
Trade Accounts Receivable | |||||||||||||
The majority of the Company’s accounts receivable are due from entities in, or distributors or value added resellers to, the education, corporate and government sectors. Credit is extended based on evaluation of a customer’s financial condition and, generally, collateral is not required. Accounts receivable are typically due within 30 days and are stated at amounts due from customers net of an allowance for doubtful accounts. Accounts outstanding longer than the contractual payment terms are considered to be past due. The Company determines its allowance by considering a number of factors, including the length of time trade accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. The Company writes-off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. Interest is not accrued on past due receivables. | |||||||||||||
Inventory Valuation | |||||||||||||
Inventory consists of raw materials and supplies used in the assembly of Mediasite recorders and finished units. Inventory of completed units and spare parts are carried at the lower of cost or market, with cost determined on a first-in, first-out basis. | |||||||||||||
Inventory consists of the following (in thousands): | |||||||||||||
December 31, | September 30, | ||||||||||||
2014 | 2014 | ||||||||||||
Raw materials and supplies | $ | 339 | $ | 549 | |||||||||
Finished goods | 1,582 | 1,172 | |||||||||||
$ | 1,921 | $ | 1,721 | ||||||||||
Capitalized Software Development Costs | |||||||||||||
Software development costs incurred in conjunction with product development are charged to research and development expense until technological feasibility is established. Thereafter, until the product is released for sale, software development costs are capitalized and reported at the net realizable value of the related product. Typically the period between achieving technological feasibility of the Company’s products and the general availability of the products has been short. Consequently, software development costs qualifying for capitalization are typically immaterial and are generally expensed to research and development costs, as incurred. Upon product release, the amortization of software development costs is determined annually as the greater of the amount computed using the ratio of current gross revenues for the products to their total of current and anticipated future gross revenues, or the straight-line method over the estimated economic life of the products, expected to be three years. Total amortization expense of software development costs of $44 thousand is included in Cost of Revenue – Product for the three months ending December 31, 2014 and 2013, respectively. The gross amount of capitalized external and internal development costs is $533 thousand at December 31, 2014 and September 30, 2014. There were no software development efforts that qualified for capitalization for the three months ended December 31, 2014. | |||||||||||||
Valuation of Assets and Liabilities in Business Combinations | |||||||||||||
The assets acquired and the liabilities assumed in a business combination shall be measured at fair value. Fair value is based on the definition in ASC 820-10-20 as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. Variations of the cost and market approaches are used to measure the fair value of components of working capital (e.g. accounts receivable, inventory and accounts payable) and tangible assets, such as property plant and equipment. When measuring the fair value of acquired intangible assets, the income approach is generally considered. Financial assets and liabilities are valued based on a quoted price in an active market. In the absence of a quoted market price a valuation technique is used to determine fair value, such as a market approach or an income approach. Non-financial liabilities may be valued based on a transfer approach. These measures require significant judgment including estimates of expected cash flow, or discount rates among others. | |||||||||||||
Gain from investment in Mediasite KK | |||||||||||||
The Company’s investment in Mediasite KK was accounted for under the equity method of accounting using a one quarter timing lag through December 31, 2013. On January 14, 2014, the Company’s ownership percentage increased from approximately 26% of their common stock to 100%. In connection with the acquisition, the one quarter lag in reporting their results was eliminated. The Company upon obtaining control of Mediasite KK recorded a “step-up” in the value of its previously owned interest in Mediasite KK to fair value. The gain amounted to approximately $1.4 million and was partially offset by $901 thousand of tax expense related to such investment. The Company recorded equity in earnings of $23 thousand for the three months ended December 31, 2013. | |||||||||||||
Property and Equipment | |||||||||||||
Property and equipment are recorded at cost and are depreciated using the straight-line method for financial reporting purposes. The estimated useful lives used to calculate depreciation are as follows: | |||||||||||||
Years | |||||||||||||
Leasehold improvements | 5 to 10 years | ||||||||||||
Computer equipment | 3 to 5 years | ||||||||||||
Furniture and fixtures | 5 to 7 years | ||||||||||||
Comprehensive Loss | |||||||||||||
Comprehensive loss includes disclosure of financial information that historically has not been recognized in the calculation of net income. Our comprehensive loss encompasses net loss and foreign currency translation adjustments. Assets and liabilities of international operations that have a functional currency that is not in U.S. dollars are translated into U.S. dollars at year-end exchange rates, and revenue and expense items are translated using weighted average exchange rates. Any adjustments arising on translation are included in shareholders’ equity as an element of accumulated other comprehensive loss. | |||||||||||||
Fair Value of Financial Instruments | |||||||||||||
Nonfinancial Assets Measured at Fair Value on a Nonrecurring Basis | |||||||||||||
The Company’s goodwill, intangible assets and other long-lived assets are nonfinancial assets that were acquired either as part of a business combination, individually or with a group of other assets. These nonfinancial assets were initially, and are currently, measured and recognized at amounts equal to the fair value determined as of the date of acquisition. Fair value measurements of reporting units are estimated using an income approach involving discounted or undiscounted cash flow models that contain certain Level 3 inputs requiring management judgment, including projections of economic conditions and customer demand, revenue and margins, changes in competition, operating costs, working capital requirements, and new product introductions. Fair value measurements of the reporting units associated with the Company’s goodwill balances are estimated at least annually at the beginning of the fourth quarter of each fiscal year for purposes of impairment testing. Fair value measurements associated with the Company’s intangible assets and other long-lived assets are estimated when events or changes in circumstances such as market value, asset utilization, physical change, legal factors, or other matters indicate that the carrying value may not be recoverable. | |||||||||||||
In determining the fair value of financial assets and liabilities, the Company currently utilizes market data or other assumptions that it believes market participants would use in pricing the asset or liability in the principal or most advantageous market, and adjusts for non-performance and/or other risk associated with the Company as well as counterparties, as appropriate. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: | |||||||||||||
Level 1 Inputs: Unadjusted quoted prices which are available in active markets for identical assets or liabilities accessible to the Company at the measurement date. | |||||||||||||
Level 2 Inputs: Inputs other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. | |||||||||||||
Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. | |||||||||||||
The hierarchy gives the highest priority to Level 1, as this level provides the most reliable measure of fair value, while giving the lowest priority to Level 3. | |||||||||||||
Financial Instruments Not Measured at Fair Value | |||||||||||||
The Company’s other financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and debt instruments. The book values of cash and cash equivalents, accounts receivable, debt and accounts payable are considered to be representative of their respective fair values. The carrying value of capital lease obligations, including the current portion, approximates fair market value as the fixed rate approximates the current market rate of interest available to the Company. | |||||||||||||
Legal Contingencies | |||||||||||||
In June 2014 the Company entered into a settlement agreement with Astute Technology, LLC (“Astute”). The key terms of the agreement were: 1) grant non-revocable license of Astute patents to the Company; 2) grant a fully paid, non-refundable license of certain Sonic Foundry patents to Astute; 3) Both Astute and our customer agreed to identify three meetings they currently capture that the other party will not seek or respond to any request for proposal; and 4) payment of $1.35 million to Astute. The payment will be made in three equal amounts with the first paid in June 2014, the second paid in October 2014 and the final payment due March 2015. The Company is contributing $1.1 million toward the amount payable to Astute, with $428 thousand relating to prior use and recorded as a charge to income during fiscal 2014. The remaining $672 thousand was recorded as a product right asset, which is being amortized, straight line, over the remaining life of the patents, through 2020. Future amounts due to Astute were accrued for as of the time of settlement. | |||||||||||||
Except as reported above, no legal contingencies were recorded for the year ended September 30, 2014, and for the three months ended December 31, 2014. | |||||||||||||
Stock Based Compensation | |||||||||||||
The Company uses a lattice valuation model to account for all employee stock options granted. The lattice valuation model is a more flexible analysis to value options because of its ability to incorporate inputs that change over time, such as actual exercise behavior of option holders. The Company uses historical data to estimate the option exercise and employee departure behavior in the lattice valuation model. Expected volatility is based on historical volatility of the Company’s stock. The Company considers all employees to have similar exercise behavior and therefore has not identified separate homogenous groups for valuation. The expected term of options granted is derived from the output of the option pricing model and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods the options are expected to be outstanding is based on the U.S. Treasury yields in effect at the time of grant. Forfeitures are based on actual behavior patterns. | |||||||||||||
The fair value of each option grant is estimated using the assumptions in the following table: | |||||||||||||
Three months ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Expected life | 5.0 years | 4.8 years | |||||||||||
Risk-free interest rate | 0.98 | % | 0.6 | % | |||||||||
Expected volatility | 45.46 | % | 47.15 | % | |||||||||
Expected forfeiture rate | 10.72 | % | 12.19 | % | |||||||||
Expected exercise factor | 1.43 | 1.39 | |||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||
A summary of option activity as of December 31, 2014 and changes during the three months then ended is presented below: | |||||||||||||
Options | Weighted- | Weighted- | |||||||||||
Average | Average | ||||||||||||
Exercise Price | Remaining | ||||||||||||
Contractual | |||||||||||||
Period in | |||||||||||||
Years | |||||||||||||
Outstanding at October 1, 2014 | 1,240,941 | $ | 10.31 | 6.9 | |||||||||
Granted | 291,654 | 9.33 | 9.8 | ||||||||||
Exercised | — | — | — | ||||||||||
Forfeited | (27,833 | ) | 13.16 | 2.2 | |||||||||
Outstanding at December 31, 2014 | 1,504,762 | 10.07 | 7.3 | ||||||||||
Exercisable at December 31, 2014 | 881,432 | 10.57 | 5.9 | ||||||||||
A summary of the status of the Company’s non-vested shares and changes during the three month period ended December 31, 2014 is presented below: | |||||||||||||
2014 | |||||||||||||
Non-vested Shares | Shares | Weighted-Average | |||||||||||
Grant Date Fair | |||||||||||||
Value | |||||||||||||
Non-vested at October 1, 2014 | 539,519 | $ | 3.29 | ||||||||||
Granted | 291,654 | 3.23 | |||||||||||
Vested | (202,125 | ) | 3.05 | ||||||||||
Forfeited | (5,718 | ) | 3.41 | ||||||||||
Non-vested at December 31, 2014 | 623,330 | $ | 3.34 | ||||||||||
The weighted average grant date fair value of options granted during the three months ended December 31, 2014 was $3.23. As of December 31, 2014, there was $1.3 million of total unrecognized compensation cost related to non-vested stock-based compensation, including $246 thousand of estimated forfeitures. The cost is expected to be recognized over a weighted-average remaining life of 2.4 years. | |||||||||||||
Stock-based compensation recorded in the three month period ended December 31, 2014 of $317 thousand was allocated $196 thousand to selling and marketing expenses, $84 thousand to general and administrative expenses, and $37 thousand to product development expenses. Stock-based compensation recorded in the three month period ended December 31, 2013 of $279 thousand was allocated $184 thousand to selling and marketing expenses, $17 thousand to general and administrative expenses, and $78 thousand to product development expenses. Cash received from exercises under all stock option plans and warrants for the three month periods ended December 31, 2014 and 2013 was $0 and $35 thousand, respectively. There were no tax benefits realized for tax deductions from option exercises in either of the three month periods ended December 31, 2014 or 2013. The Company currently expects to satisfy share-based awards with registered shares available to be issued. | |||||||||||||
The Company also has an Employee Stock Purchase Plan (Purchase Plan) under which an aggregate of 150,000 common shares may be issued. The Shareholders approved an amendment to increase the number of shares of common stock subject to the plan from 100,000 to 150,000 at the Company’s annual meeting in March 2014. All employees who have completed 90 days of employment with the Company on the first day of each offering period and customarily work twenty hours per week or more are eligible to participate in the Purchase Plan. An employee who, after the grant of an option to purchase, would hold common stock and/or hold outstanding options to purchase stock possessing 5% or more of the total combined voting power or value of the Company will not be eligible to participate. Eligible employees may make contributions through payroll deductions of up to 10% of their compensation. No participant in the Purchase Plan is permitted to purchase common stock under the Purchase Plan if such option would permit his or her rights to purchase stock under the Purchase Plan to accrue at a rate that exceeds $25,000 of the fair market value of such shares, or that exceeds 1,000 shares, for each calendar year. The Company makes a bi-annual offering to eligible employees of options to purchase shares of common stock under the Purchase Plan on the first trading day of January and July. Each offering period is for a period of six months from the date of the offering, and each eligible employee as of the date of offering is entitled to purchase shares of common stock at a purchase price equal to the lower of 85% of the fair market value of common stock on the first or last trading day of the offering period. There were 5,780 shares purchased by employees for the six month offering ended December 31, 2014, which were issued in January 2015. A total of 46,703 shares are available to be issued under the plan. Company recorded stock compensation expense under this plan of $6 and $3 thousand during each of the three months periods ended December 31, 2014 and 2013 respectively. | |||||||||||||
Common Stock Warrants | |||||||||||||
On December 22, 2014, the company issued 74,802 warrants to two individuals in combination with the sale of a like number of shares of common stock, one of which is the Chairman of the Company’s Board of Directors. These warrants are immediately exercisable, expire five years after the date of issuance and have an exercise and weighted average price of $14.00. The remaining contractual life of these outstanding warrants as of December 31, 2014 was 4.98 years. The fair value of the warrants was determined using the lattice model and the same inputs as those used for valuing the Company’s stock option fair value. The fair value of the warrants is $133 thousand. The Company determined that the warrants are freestanding and do not fall within the scope of ASC 480 or ASC 815. The warrants were recorded in conjunction with the stock issued. | |||||||||||||
Per share computation | |||||||||||||
Basic earnings (loss) per share has been computed using the weighted-average number of shares of common stock outstanding during the period, less shares that may be repurchased, and excludes any dilutive effects of options and warrants. In periods where the Company reports net income, diluted net income per share is computed using common equivalent shares related to outstanding options and warrants to purchase common stock. The numerator for the calculation of basic and diluted earnings per share is net income (loss). The following table sets forth the computation of basic and diluted weighted average shares used in the earnings per share calculations: | |||||||||||||
Three Months Ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Denominator for basic earnings per share | |||||||||||||
- weighted average common shares | 4,271,885 | 3,995,321 | |||||||||||
Effect of dilutive options (treasury method) | — | — | |||||||||||
Denominator for diluted earnings per share | |||||||||||||
- adjusted weighted average common shares | 4,271,885 | 3,995,321 | |||||||||||
Options and warrants outstanding during each period, but not included in the computation of diluted earnings per share because they are antidilutive | 1,579,564 | 1,235,988 | |||||||||||
Recent Accounting Pronouncements | |||||||||||||
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The guidance substantially converges final standards on revenue recognition between the FASB and the International Accounting Standards Board providing a framework on addressing revenue recognition issues and, upon its effective date, replaces almost all exiting revenue recognition guidance, including industry-specific guidance, in current U.S. generally accepted accounting principles. The guidance is effective for annual reporting periods beginning after December 15, 2016. We are currently evaluating the impact of adopting ASU 2014-09 to determine the impact, if any, it may have on our financial statements. | |||||||||||||
In June 2014, the FASB issued Accounting Standards Update No. 2014-12, “Compensation - Stock Compensation” (“ASU 2014-12”). ASU 2014-12 is intended to resolve diverse accounting treatment for share based awards in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The standard is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015 and may be applied prospectively or retrospectively. We are currently evaluating the impact of adopting ASU 2014-12 to determine the impact, if any, it may have on our financial statements. | |||||||||||||
In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern (ASU 2014-15). The guidance in ASU 2014-15 sets forth management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity’s ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management’s plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. We are currently evaluating the impact of adopting ASU 2014-15 to determine the impact, if any, it may have on our financial statements. | |||||||||||||
In November 2014, the FASB issued Accounting Standards Update No. 2014-17, Business Combinations (Topic 805) – Pushdown Accounting (ASU 2014-17). ASU 2014-17 is intended to provide guidance on whether and at what threshold an acquired entity that is a business or nonprofit activity can apply pushdown accounting in its separate financial statement. The amendments should reduce diversity in the timing and content of footnote disclosure. ASU 2014-17 is effective after November 18, 2014. The Company has adopted this guidance, but it does not have an impact on previous acquisitions. | |||||||||||||
Accounting standards that have been issued but are not yet effective by the FASB or other standards-setting bodies that do not require adoption until a future date, which are not discussed above, are not expected to have a material impact on the Company’s financial statements upon adoption. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | |
Dec. 31, 2014 | ||
Related Party Transactions [Abstract] | ||
Related Party Transactions | 2 | Related Party Transactions |
During the three month periods ended December 31, 2014, and 2013, the Company incurred fees of $35 and $90 thousand, respectively, to a law firm, a partner of which is a director and stockholder of the Company. The Company had accrued liabilities for unbilled services of $15 and $30 thousand at December 31, 2014 and September 30, 2014, respectively, to the same law firm. | ||
As of December 31, 2014 and September 30, 2014, the Company had a loan outstanding to an executive totaling $26 thousand. The loan is collateralized by Company stock. | ||
As of December 31, 2014, and September 30, 2014 the Company had outstanding amounts due for management fees and dividends payable to the sellers of and current employees of its wholly-owned subsidiary, MediaMission B.V. totaling $244 thousand and $370 thousand, respectively. | ||
On December 22, 2014, Sonic Foundry, Inc. issued 35,905 and 38,897 shares of common stock to the Chairman of the Board of Directors and a major shareholder of the Company, respectively. The shares were issued at a price of approximately $8.36 per share, representing the twenty-day average closing price on the period ending December 18, 2014. On December 22, 2014, the closing price of the Company’s common stock was $7.68 per share. The shares are restricted from any sale, distribution or pledge of any kind for a two-year period ending December 22, 2016. The two individuals also received warrants to purchase 35,905 and 38,897 of $14.00 per share, respectively, which expire on December 22, 2019. This transaction was approved by a committee of disinterested directors of the Company. |
Commitments
Commitments | 3 Months Ended | |
Dec. 31, 2014 | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments | 3 | Commitments |
Inventory Purchase Commitments | ||
The Company enters into unconditional purchase commitments on a regular basis for the supply of Mediasite product. At December 31, 2014, the Company has an obligation to purchase $2.6 million of Mediasite product, which is not recorded on the Company’s Condensed Consolidated Balance Sheet. | ||
Operating Leases | ||
In November 2011, the Company occupied office space related to a lease agreement entered into on June 28, 2011. The lease term is from November 2011 through December 2018. The lease includes a tenant improvement allowance of $613 thousand that was recorded as a leasehold improvement liability and is being amortized as a credit to rent expense on a straight-line basis over the lease term. At December 31, 2014, the unamortized balance was $336 thousand. |
Credit_Arrangements
Credit Arrangements | 3 Months Ended | |
Dec. 31, 2014 | ||
Debt Disclosure [Abstract] | ||
Credit Arrangements | 4 | Credit Arrangements |
Silicon Valley Bank | ||
On June 27, 2011, the Company and its wholly owned subsidiary, Sonic Foundry Media Systems, Inc. (the “Companies”) entered into the Second Amended and Restated Loan and Security Agreement with Silicon Valley Bank (the “Second Amended Agreement”). Under the Second Amended Agreement, the revolving line of credit had a maximum principal amount of $3,000,000. Interest accrued on the revolving line of credit at the per annum rate of one percent (1.0%) above the Prime Rate (as defined), provided that Sonic Foundry maintained an Adjusted Quick Ratio (as defined) of greater than 2.0 to 1.0, or one-and-one half percent (1.5%) above the Prime Rate, if Sonic Foundry did not maintain an Adjusted Quick Ratio of greater than 2.0 to 1.0. The Second Amended Agreement does not provide for a minimum interest rate on the revolving loan. The Second Amended Agreement also provided for an increase in the advance rate on domestic receivables from 75% to 80%, and extended the facility maturity date to October 1, 2013. Under the Second Amended Agreement, the existing term loan continued to accrue interest at a per annum rate equal to the greater of (i) one percentage point (1.0%) above Silicon Valley Bank’s prime rate; or (ii) eight and three quarters percent (8.75%). In addition, a new term loan could be issued in multiple draws provided that the total term loan from Silicon Valley Bank did not exceed $2,000,000 and provided further that total term debt did not exceed $2,400,000. Under the Second Amended Agreement, any new draws on the term loan would accrue interest at a per annum rate equal to the Prime Rate plus three-and-three quarters percent (3.75%), or three-and-one quarter percent (3.25%.) above the Prime rate if Sonic Foundry maintained an Adjusted Quick Ratio of greater than 2.0 to 1.0. The Second Amended Agreement did not provide for a minimum interest rate on the new term loan. Each draw on the new term loan would be amortized over a 36-month period. The Second Amended Agreement also required Sonic Foundry to continue to comply with certain financial covenants, including covenants to maintain an Adjusted Quick Ratio (as defined) of at least 1.75 to 1.00 and Debt Service Coverage Ratio of at least 1.25 to 1.00, the latter of which would be waived if certain funds were reserved against the availability under the revolving line of credit. | ||
On May 31, 2013, the Company entered into a First Amendment to the Second Amended and Restated Loan and Security Agreement (the “First Amendment”) with Silicon Valley Bank. Under the First Amendment: (i) the Revolving Loan Maturity Date (as defined) was extended from October 1, 2013 to October 1, 2015, (ii) the interest rate on the revolving line of credit was decreased so that interest would accrue at the per annum rate of three quarters of one percent (0.75 %) above the Prime Rate (as defined), provided that Sonic Foundry maintained an Adjusted Quick Ratio (as defined) of greater than 2.0 to 1.0, or one-and-one quarter percent (1.25%) above the Prime Rate, if Sonic Foundry did not maintain an Adjusted Quick Ratio of greater than 2.0 to 1.0, (iii) the interest rate on the Unused Revolving Loan Facility Fee (as defined) was decreased to seventeen and one-half hundredths of one percent (0.175%). | ||
On January 10, 2014, the Company entered into a Second Amendment to Second Amended and Restated Loan and Security Agreement (the “Second Amendment”) with Silicon Valley Bank. Under the Second Amendment upon funding: (i) the balance of the term loan payable to Silicon Valley Bank of approximately $544,000 was repaid and replaced by a new term loan of $2,500,000 to be repaid in 36 equal monthly principal payments, (ii) the interest rate was decreased so that interest accrues at the Prime Rate (as defined) plus two and one quarter percent (which equated to an interest rate of 5.5%) from the Prime Rate plus three and one quarter percent (which equated to an interest rate of 6.5%) payable on the previous loan from Silicon Valley Bank, (iii) the covenant that required the Minimum Adjusted Quick ratio be at or greater than 1.75:1.0 was reduced to 1.5:1.0, (iv) the Debt Service Coverage ratio was changed to a quarterly test rather than monthly, (v) the approval to repurchase up to $1,000,000 of outstanding shares of common stock was eliminated, (vi) the purchase of all the outstanding stock in MediaMission Holding B.V., the owner of 100% of the stock of MediaMission B.V. and the purchase of all outstanding stock in Mediasite KK was approved, and (vii) a maximum limit of bank indebtedness of Mediasite KK of $500,000 was provided for. The funding occurred contemporaneously with the closing of the Company’s purchase of the outstanding common stock of Mediasite KK on January 17, 2014 which was effective January 14, 2014. | ||
On March 24, 2014 the Companies entered into a Third Amendment to the Second Amended Agreement which 1) reduced the minimum required Adjusted Quick Ratio for each of the months ended February 28, 2014, April 30, 2014, May 31, 2014, July 31, 2014, August 31, 2014, October 31, 2014 and November 30, 2014 from 1.50:1.00 to 1.25:1.00; and 2) waived compliance with the maximum subsidiary indebtedness requirement for the period up to the date preceding the Third Amendment. | ||
On January 27, 2015, the Company entered into a Fourth Amendment to Second Amended and Restated Loan and Security Agreement (the “Fourth Amendment”) with Silicon Valley Bank. Under the Fourth Amendment: (i) the balance of the term loan payable to Silicon Valley of approximately $1,665,000 is repaid and replaced by a new term loan of $2,500,000 to be repaid in 36 equal principal payments, with interest at the Prime Rate (as defined) plus two and one quarter percent (5.5%), (ii) the limit of the revolving line of credit is increased from $3.0 million to $4.0 million and the maturity date is extended to January 31, 2017, (iii) the annual commitment fee on the revolving line of credit is increased from $20,000 to $26,667, and there is also payable a term loan commitment fee of $20,000 and an amendment fee of $5,000, (iv) the covenant that requires the Minimum Adjusted Quick ratio be at or greater than 1.25:1.0 on an intra-quarter basis and 1.5:1 at quarter end is reduced to 1.1:1 on an intra-quarter basis and 1.25:1 at quarter end, (v) the covenant that requires the Debt Service Coverage ratio to be at or greater than 1.25:1 is changed to include the change in deferred revenue in the numerator of the ratio, and the ratio is reduced to 1.0:1 for the quarters ending December 31, 2014 and March 31, 2015, to 1.25:1 for the quarter ending June 30, 2015 and to 1.5:1 for the quarter ending September 30, 2015 and thereafter, (vi) the definition of Permitted Liens is amended to include no more than $800,000 in the aggregate amount of outstanding obligations for purchases of equipment, which is increased from the current limit of $400,000. | ||
At December 31, 2014, a balance of $1.7 million was outstanding on the term loans with Silicon Valley Bank, with an effective interest rate of five-and-one half percent (5.5%), and no balance was outstanding on the revolving line of credit. At September 30, 2014, a balance of $1.9 million was outstanding on the term loans with Silicon Valley Bank and no balance was outstanding on the revolving line of credit. At December 31, 2014, there was $2.8 million available under this credit facility for advances. At December 31, 2014 the Company was in compliance with all covenants in the Second Amended Agreement, as amended. | ||
The Second Amended Agreement, as amended, contains events of default that include, among others, non-payment of principal or interest, inaccuracy of any representation or warranty, violation of covenants, bankruptcy and insolvency events, material judgments, cross defaults to certain other indebtedness, and material adverse changes. The occurrence of an event of default could result in the acceleration of the Companies’ obligations under the Second Amended Agreement, as amended. | ||
Pursuant to the Second Amended Agreement, as amended, the Companies pledged as collateral to Silicon Valley Bank substantially all non-intellectual property business assets. The Companies also entered into an Intellectual Property Security Agreement with respect to intellectual property assets. | ||
At December 31, 2014, a balance of $120 thousand was outstanding on the notes payable with Mitsui Sumitomo Bank, with an annual interest rate of approximately one-and-one half percent (1.575%) related to Mediasite K.K. At September 30, 2014 the outstanding balance was $170 thousand. | ||
At December 31, 2014, a balance of $301 thousand was outstanding on the subordinated note payable related to the acquisition of MediaMission, with an annual interest rate of six-and-one half percent (6.5%). At September 30, 2014, the outstanding balance was $628 thousand. | ||
At December 31, 2014, a balance of $1.6 million was outstanding on the subordinated payable related to the acquisition of Mediasite KK with an annual interest rate of five percent (5%). At September 30, 2014, the outstanding balance was $1.8 million. |
Income_Taxes
Income Taxes | 3 Months Ended | |
Dec. 31, 2014 | ||
Income Tax Disclosure [Abstract] | ||
Income Taxes | 5 | Income Taxes |
The Company is subject to taxation in the U.S., Netherlands, Japan and various state jurisdictions. All of the Company’s tax years are subject to examination by the U.S., Dutch, Japanese and state tax authorities due to the carryforward of unutilized net operating losses. | ||
Deferred income taxes are provided for temporary differences between financial reporting and income tax basis of assets and liabilities, and are measured using currently enacted tax rates and laws. Deferred income taxes also arise from the future benefits of net operating loss carryforwards. A valuation allowance equal to 100% of the net US deferred tax assets has been recognized due to uncertainty regarding future realization, as a result of the Company’s past history of losses. | ||
Beginning with an acquisition in fiscal year 2002, the Company has amortized goodwill for tax purposes over a 15 year life. Goodwill is not amortized for book purposes. | ||
The difference between the book and tax balance of certain of the company’s goodwill creates a deferred tax liability and an annual tax expense. Because of the long term nature of the goodwill timing difference, tax planning strategies cannot be utilized with respect to the deferred tax liability. The Company’s tax rate differs from the expected tax rate each reporting period as a result of the aforementioned items. The balance of the deferred tax liability at December 31, 2014 was $4.3 million and $4.3 million at September 30, 2014. The Company recorded a deferred tax liability related to the customer relationship intangibles value acquired as part of the purchase of MediaMission BV and Mediasite KK. The Company also recorded tax expense related to the “step-up” gain on its original equity investment in Mediasite KK. The Company has some other temporary differences related to its Mediasite KK subsidiary. | ||
The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accruals for interest and penalties on the Company’s Condensed Consolidated Balance Sheets at December 31, 2014 or September 30, 2014, and has not recognized any interest or penalties in the Condensed Consolidated Statements of Operations for either of the three month periods ended December 31, 2014 or 2013. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 3 Months Ended | ||||
Dec. 31, 2014 | |||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill and Other Intangible Assets | 6 | Goodwill and Other Intangible Assets | |||
Goodwill and intangible assets that have indefinite useful lives are recorded at cost and are not amortized but, instead, tested at least annually for impairment. The Company assesses the impairment of goodwill on an annual basis or whenever events or changes in circumstances indicate that the fair value of these assets is less than the carrying value. | |||||
The Company performs annual goodwill impairment test as of July 1, and tested goodwill recognized in connection with the acquisitions of Mediasite, MediaMission and Mediasite KK and determined it was not impaired. For purposes of the test, goodwill on the Company’s books is evaluated within three separate reporting units. | |||||
The changes in the carrying amount of goodwill for the three months ended December 31, 2014 are as follows: | |||||
Balance as of September 30, 2014 | $ | 11,185 | |||
Foreign currency translation adjustment | (274 | ) | |||
Balance as of December 31, 2014 | $ | 10,911 | |||
Acquisition
Acquisition | 3 Months Ended | ||||
Dec. 31, 2014 | |||||
MediaMission Holding B.V. [Member] | |||||
Acquisition | 7 | Acquisition of MediaMission Holding B.V. | |||
On December 16, 2013, Sonic Foundry completed its acquisition of all of the outstanding stock of MediaMission Holding B.V., the owner of 100% of the outstanding stock in MediaMission B.V., (“MediaMission”) and MediaMission Hosting B.V. Sonic Foundry paid $1.493 million for all the outstanding stock in MediaMission Holding B.V., comprised of $458,000 cash, $687,000 subordinated note payable over three years (interest rate of 6.5%) and $348,000 in shares of Sonic Foundry stock. The stock portion of the purchase price consisted of 37,608 shares of Sonic Foundry common stock. In connection with the acquisition of MediaMission Holding B.V., the Company entered into employment agreements with the two managing principals of MediaMission. As a result of the acquisition, the Company is expected to further increase its presence in the European market. The goodwill of $932 thousand arising from the acquisition consists largely of the synergies expected from combining the operations of the Company and MediaMission. None of the goodwill recognized is deductible for income tax purposes. | |||||
The Company recorded the acquired tangible and intangible assets and liabilities assumed based on their estimated fair values. The fair value of the customer relationships was estimated by applying the income approach. That measure is based on significant inputs that are not observable in the market, and therefore represents Level 3 inputs. Key assumptions include a discount rate of 28 percent, estimated effective tax rate of 20 percent, and estimated customer attrition rate of 15 percent. The Company believes that the information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed. The customer relationship intangible is amortized on a straight line basis over ten year years and amortization is categorized as a selling and marketing expense. | |||||
The following table summarizes the fair values of the assets acquired and liabilities assumed on the date of the acquisition (in thousands): | |||||
Fair Value | |||||
Assets acquired: | |||||
Cash | $ | 339 | |||
Other current assets | 923 | ||||
Property and equipment | 49 | ||||
Customer relationships | 591 | ||||
Goodwill | 932 | ||||
Total assets acquired | 2,834 | ||||
Liabilities assumed: | |||||
Current liabilities | (1,111 | ) | |||
Deferred tax liability | (230 | ) | |||
Total liabilities assumed | (1,341 | ) | |||
Total purchase price | $ | 1,493 | |||
MediaMission contributed revenue of approximately $237 thousand and net loss of approximately $123 thousand for the three months ended December 31, 2014. MediaMission contributed revenue of approximately $90 thousand and net income of approximately $43 thousand for the period from the date of acquisition to December 31, 2013. | |||||
Mediasite KK [Member] | |||||
Acquisition | 8 | Acquisition of MSKK | |||
On January 14, 2014, Sonic Foundry paid approximately $5.7 million for the remaining stock in Mediasite KK, comprised of equal components of approximately $1.9 million cash, subordinated note payable in one year (interest rate of 5%) and value in shares of Sonic Foundry. The stock portion of the purchase price consisted of 189,222 shares of Sonic Foundry common stock. Assets acquired include cash, accounts receivable, inventory, fixed assets and customer relationship and other intangibles and liabilities assumed include accounts payable, debt, taxes payable and unearned revenues. Prior to completion of this acquisition, the Company owned a minority interest of approximately 26% of Mediasite KK. In connection with the acquisition, the one quarter lag in reporting their results was eliminated. The Company determined that the acquisition was deemed to be a material business combination. During the second fiscal quarter of 2014, this initial investment was valued at the same amount as the value when control was achieved which resulted in a non-cash gain of approximately $1.4 million. This amount was partially offset by a $901 thousand tax expense associated with the gain. As a result of the acquisition, the Company is expected to further increase its presence in the Japanese and Asian market. The goodwill of $2.9 million arising from the acquisition consists largely of the synergies expected from combining the operations of the Company and Mediasite KK. None of the goodwill recognized is deductible for income tax purposes. | |||||
The Company recorded the acquired tangible and intangible assets and liabilities assumed based on their estimated fair values. The fair value of the customer relationships was estimated by applying the income approach. That measure is based on significant inputs that are not observable in the market, and therefore represents Level 3 inputs. Key assumptions include a discount rate of 30 percent, estimated effective tax rate of 35.5 percent, and estimated customer attrition rate of 15 percent. The Company believes that the information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed. The customer relationship intangible is amortized on a straight line basis over ten year years and amortization is categorized as a selling and marketing expense. | |||||
The following table summarizes the fair values of the assets acquired and liabilities assumed on the date of the acquisition (in thousands): | |||||
Fair Value | |||||
Assets acquired: | |||||
Cash | $ | 3,163 | |||
Other current assets | 1,792 | ||||
Property and equipment | 240 | ||||
Customer relationships | 2,071 | ||||
Goodwill | 2,906 | ||||
Total assets acquired | 10,172 | ||||
Liabilities assumed: | |||||
Current liabilities | (1,590 | ) | |||
Deferred tax liability | (808 | ) | |||
Total liabilities assumed | (2,398 | ) | |||
Less ownership basis of original 26% investment | (2,053 | ) | |||
Total purchase price for 74% remaining stock | $ | 5,721 | |||
Mediasite KK contributed revenue of $1.05 million and net loss of $213 thousand for the three months ended December 31, 2014. There was no contributed revenue or earnings for Mediasite KK for the three months ended December 31, 2013. |
Subsequent_Events
Subsequent Events | 3 Months Ended | |
Dec. 31, 2014 | ||
Subsequent Events [Abstract] | ||
Subsequent Events | 9 | Subsequent Events |
On January 27, 2015, the Company entered into a Fourth Amendment to Second Amended and Restated Loan and Security Agreement (the “Fourth Amendment”) with Silicon Valley Bank. Under the Fourth Amendment: (i) the balance of the term loan payable to Silicon Valley of approximately $1,665,000 is repaid and replaced by a new term loan of $2,500,000 to be repaid in 36 equal principal payments, with interest at the Prime Rate (as defined) plus two and one quarter percent (5.5%), (ii) the limit of the revolving line of credit is increased from $3.0 million to $4.0 million and the maturity date is extended to January 31, 2017, (iii) the annual commitment fee on the revolving line of credit is increased from $20,000 to $26,667, and there is also payable a term loan commitment fee of $20,000 and an amendment fee of $5,000, (iv) the covenant that requires the Minimum Adjusted Quick ratio be at or greater than 1.25:1.0 on an intra-quarter basis and 1.5:1 at quarter end is reduced to 1.1:1 on an intra-quarter basis and 1.25:1 at quarter end, (v) the covenant that requires the Debt Service Coverage ratio to be at or greater than 1.25:1 is changed to include the change in deferred revenue in the numerator of the ratio, and the ratio is reduced to 1.0:1 for the quarters ending December 31, 2014 and March 31, 2015, to 1.25:1 for the quarter ending June 30, 2015 and to 1.5:1 for the quarter ending September 30, 2015 and thereafter, (vi) the definition of Permitted Liens is amended to include no more than $800,000 in the aggregate amount of outstanding obligations for purchases of equipment, which is increased from the current limit of $400,000. |
Pro_Forma_Financial_Informatio
Pro Forma Financial Information | 3 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Text Block [Abstract] | |||||||||
Pro Forma Financial Information | 9 | Pro Forma Financial Information | |||||||
The following table represents the net loss (in thousands) for the Company on a pro forma basis, assuming the acquisitions of MediaMission and Mediasite KK had each occurred as of October 1, 2013. The table sets forth unaudited pro forma results for the three months ended December 31, 2014 and 2013, respectively and has been compiled from historical financial statements and other information, but is not necessarily indicative of the results that actually would have been achieved had the transaction occurred on the dates indicated or that may be achieved in the future. | |||||||||
Three Months Ended Dec 31, | |||||||||
2014 | 2013 | ||||||||
Revenue | $ | 8,741 | $ | 8,437 | |||||
Net loss | (1,032 | ) | (359 | ) | |||||
Basic loss per share | $ | (0.24 | ) | $ | (0.09 | ) |
Basis_of_Presentation_and_Sign1
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Business | Business | ||||||||||||
Sonic Foundry, Inc. (the Company) is in the business of providing enterprise solutions and services for the web communications market. | |||||||||||||
Interim Financial Data | Interim Financial Data | ||||||||||||
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for fair presentation of the results of operations have been included. Operating results for the three month period ended December 31, 2014 are not necessarily indicative of the results that might be expected for the year ending September 30, 2015. | |||||||||||||
The condensed consolidated balance sheet at September 30, 2014 has been derived from audited financial statements at that date, but does not include all of the information and disclosures required by GAAP. For a more complete discussion of accounting policies and certain other information, refer to the Company’s annual report filed on Form 10-K for the fiscal year ended September 30, 2014. | |||||||||||||
Principles of Consolidation | Principles of Consolidation | ||||||||||||
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Sonic Foundry Media Systems, Inc., MediaMission B.V. (formerly Media Mission Holding B.V.) and Mediasite KK. All significant intercompany transactions and balances have been eliminated. | |||||||||||||
Prior to January 2014, the Company owned approximately 26% of Mediasite KK and accounted for its investment under the equity method of accounting. On January 14, 2014, the Company purchased the remaining 74% of Mediasite KK. | |||||||||||||
Use of Estimates | Use of Estimates | ||||||||||||
In preparing financial statements in conformity with accounting principles generally accepted in the United States of America (US GAAP), management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the period. Actual results could differ from those estimates. | |||||||||||||
Segment Information | Segment Information | ||||||||||||
We have determined that in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280-10, Segment Reporting, we operate in three operating segments, however these segments meet the criteria for aggregation for reporting purposes as one reporting segment as of December 31, 2014. Prior to the acquisitions in the year ended September 30, 2014, we reported in one operating segment. Therefore, such information is not presented. | |||||||||||||
Revenue Recognition | Revenue Recognition | ||||||||||||
General | |||||||||||||
Revenue is recognized when persuasive evidence of an arrangement exists, delivery occurs or services are rendered, the sales price is fixed or determinable and collectability is reasonably assured. Revenue is deferred when undelivered products or services are essential to the functionality of delivered products, customer acceptance is uncertain, significant obligations remain, or the fair value of undelivered elements is unknown. Typically, the Company does not offer customers the right to return product, other than for exchange or repair pursuant to a warranty or stock rotation. The Company’s policy is to reduce revenue if it incurs an obligation for price rebates or other such programs during the period the obligation is reasonably estimated to occur. The following policies apply to the Company’s major categories of revenue transactions. | |||||||||||||
Products | |||||||||||||
Products are considered delivered, and revenue is recognized, when title and risk of loss have been transferred to the customer or upon customer acceptance if non-delivered products or services are essential to the functionality of delivered products. Under the terms and conditions of the sale, this occurs at the time of shipment to the customer. Product revenue currently represents sales of our Mediasite recorder and Mediasite related products such as our server software and other software licenses. If a license is time-based, the revenue is recognized over the term of the license agreement. | |||||||||||||
Services | |||||||||||||
The Company sells support and content hosting contracts to our customers, typically one year in length, and records the related revenue ratably over the contractual period. Our support contracts cover phone and electronic technical support availability over and above the level provided by our distributors, software upgrades on a when and if available basis, advance hardware replacement and an extension of the standard hardware warranty from 90 days to one year. The manufacturers the Company contracts with to build the units provide a limited one-year warranty on the hardware. The Company also sells installation, training, event webcasting, and customer content hosting services. Revenue for those services is recognized when performed in the case of installation, training and event webcasting services. Occasionally, the Company will sell customization services to enhance the server software. Revenue from those services is recognized when performed, if perfunctory, or under contract accounting. Service amounts invoiced to customers in excess of revenue recognized are recorded as deferred revenue until the revenue recognition criteria are met. | |||||||||||||
Revenue Arrangements that Include Multiple Elements | |||||||||||||
Sales of software, with or without installation, training, and post customer support fall within the scope of the software revenue recognition rules. Under the software revenue recognition rules, the fee from a multiple-deliverable arrangement is allocated to each of the undelivered elements based upon vendor-specific objective evidence (VSOE), which is limited to the price charged when the same deliverable is sold separately, with the residual value from the arrangement allocated to the delivered element. The portion of the fee that is allocated to each deliverable is then recognized as revenue when the criteria for revenue recognition are met with respect to that deliverable. If VSOE does not exist for all of the undelivered elements, then all revenue from the arrangement is typically deferred until all elements have been delivered to the customer. | |||||||||||||
In the case of the Company’s hardware products with embedded software, the Company has determined that the hardware and software components function together to deliver the product’s essential functionality, and therefore, the revenue from the sale of these products is accounted for under the revenue recognition rules for tangible products whereby the fee from a multiple-deliverable arrangement is allocated to each of the deliverables based upon their relative selling prices as determined by a selling-price hierarchy. A deliverable in an arrangement qualifies as a separate unit of accounting if the delivered item has value to the customer on a stand-alone basis. A delivered item that does not qualify as a separate unit of accounting is combined with the other undelivered items in the arrangement and revenue is recognized for those combined deliverables as a single unit of accounting. The selling price used for each deliverable is based upon VSOE if available, from third-party evidence (TPE) if VSOE is not available, and best estimate of selling price (ESP) if neither VSOE nor TPE are available. TPE is the price of the Company’s or any competitor’s largely interchangeable products or services in stand-alone sales to similarly situated customers. ESP is the price at which the Company would sell the deliverable if it were sold regularly on a stand-alone basis, considering market conditions and entity-specific factors. All revenue arrangements, excluding the sale of all software-only products and associated services, have been accounted for under this guidance. | |||||||||||||
The selling prices used in the relative selling price allocation method are as follows: (1) the Company’s products and services are based upon VSOE and (2) hardware products with embedded software, for which VSOE does not exist, are based upon ESP. The Company does not believe TPE exists for any of these products and services because they are differentiated from competing products and services in terms of functionality and performance and there are no competing products or services that are largely interchangeable. Management establishes ESP for hardware products with embedded software using a cost plus margin approach with consideration for market conditions, such as the impact of competition and geographic considerations, and entity-specific factors, such as the cost of the product and the Company’s profit objectives. Management believes that ESP is reflective of reasonable pricing of that deliverable as if priced on a stand-alone basis. When a sales transaction includes deliverables that are divided between Accounting Standards Codification (ASC) Topic 605 and ASC Subtopic 985-605, the Company allocates the selling price using the relative selling price method whereas value is allocated using an ESP for software developed using a percent of list price approach. The other deliverables are valued using ESP or VSOE as previously discussed. | |||||||||||||
While the pricing model, currently in use, captures all critical variables, unforeseen changes due to external market forces may result in a revision of the inputs. These modifications may result in the consideration allocation differing from the one presently in use. Absent a significant change in the pricing inputs or the way in which the industry structures its transactions, future changes in the pricing model are not expected to materially affect our allocation of arrangement consideration. | |||||||||||||
Management has established VSOE for hosting services. Billings for hosting are spread ratably over the term of the hosting agreement, with the typical hosting agreement having a term of 12 months, with renewal on an annual basis. The Company sells most hosting contracts without the inclusion of products. When the hosting arrangement is sold in conjunction with product, the product revenue is recognized immediately while the remaining hosting revenue is spread ratably over the term of the hosting agreement. The selling price is allocated between these elements using the relative selling price method. The Company uses ESP for development of the selling price for hardware products with embedded software. | |||||||||||||
The Company also offers hosting services bundled with events services. The Company uses VSOE to establish relative selling prices for its events services. The Company recognizes events revenue when the event takes place and recognizes the hosting revenue over the term of the hosting agreement. The total amount of the arrangement is allocated to each element based on the relative selling price method. | |||||||||||||
Reserves | |||||||||||||
The Company reserves for stock rotations, price adjustments, rebates, and sales incentives to reduce revenue and accounts receivable for these and other credits granted to customers. Such reserves are recorded at the time of sale and are calculated based on historical information (such as rates of product stock rotations) and the specific terms of sales programs, taking into account any other known information about likely customer behavior. If actual customer behavior differs from our expectations, additional reserves may be required. Also, if the Company determines that it can no longer accurately estimate amounts for stock rotations and sales incentives, the Company would not be able to recognize revenue until resellers sell the inventory to the final end user. | |||||||||||||
Shipping and Handling | |||||||||||||
The Company’s shipping and handling costs billed to customers are included in other revenue. Costs related to shipping and handling are included in cost of revenue and are recorded at the time of shipment to the customer. | |||||||||||||
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties | ||||||||||||
As of December 31, 2014, of the $2.8 million in cash and cash equivalents, $387 thousand is deposited with two major U.S. financial institutions. At times, deposits in these institutions exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on such amounts and believes that it is not exposed to any significant credit risk on these balances. The remaining $2.4 million of cash and cash equivalents is held by our foreign subsidiaries in financial institutions in Japan and the Netherlands and held in their local currency. The cash held in foreign financial institutions is not guaranteed. | |||||||||||||
We assess the realization of our receivables by performing ongoing credit evaluations of our customers’ financial condition. Through these evaluations, we may become aware of a situation where a customer may not be able to meet its financial obligations due to deterioration of its financial viability, credit ratings or bankruptcy. Our reserve requirements are based on the best facts available to us and are reevaluated and adjusted as additional information is received. Our reserves are also based on amounts determined by using percentages applied to certain aged receivable categories. These percentages are determined by a variety of factors including, but not limited to, current economic trends, historical payment and bad debt write-off experience. Allowance for doubtful accounts for accounts receivable was $150,000 at December 31, 2014 and September 30, 2014, respectively. | |||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||||||
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2014, of the $2.8 million aggregate cash and cash equivalents held by the Company, the amount of cash and cash equivalents held by our foreign subsidiaries was $2.4 million. If the funds held by our foreign subsidiaries were needed for our operations in the United States, the repatriation of some of these funds to the United States could require payment of additional U.S. taxes. | |||||||||||||
Trade Accounts Receivable | Trade Accounts Receivable | ||||||||||||
The majority of the Company’s accounts receivable are due from entities in, or distributors or value added resellers to, the education, corporate and government sectors. Credit is extended based on evaluation of a customer’s financial condition and, generally, collateral is not required. Accounts receivable are typically due within 30 days and are stated at amounts due from customers net of an allowance for doubtful accounts. Accounts outstanding longer than the contractual payment terms are considered to be past due. The Company determines its allowance by considering a number of factors, including the length of time trade accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. The Company writes-off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. Interest is not accrued on past due receivables. | |||||||||||||
Inventory Valuation | Inventory Valuation | ||||||||||||
Inventory consists of raw materials and supplies used in the assembly of Mediasite recorders and finished units. Inventory of completed units and spare parts are carried at the lower of cost or market, with cost determined on a first-in, first-out basis. | |||||||||||||
Inventory consists of the following (in thousands): | |||||||||||||
December 31, | September 30, | ||||||||||||
2014 | 2014 | ||||||||||||
Raw materials and supplies | $ | 339 | $ | 549 | |||||||||
Finished goods | 1,582 | 1,172 | |||||||||||
$ | 1,921 | $ | 1,721 | ||||||||||
Capitalized Software Development Costs | Capitalized Software Development Costs | ||||||||||||
Software development costs incurred in conjunction with product development are charged to research and development expense until technological feasibility is established. Thereafter, until the product is released for sale, software development costs are capitalized and reported at the net realizable value of the related product. Typically the period between achieving technological feasibility of the Company’s products and the general availability of the products has been short. Consequently, software development costs qualifying for capitalization are typically immaterial and are generally expensed to research and development costs, as incurred. Upon product release, the amortization of software development costs is determined annually as the greater of the amount computed using the ratio of current gross revenues for the products to their total of current and anticipated future gross revenues, or the straight-line method over the estimated economic life of the products, expected to be three years. Total amortization expense of software development costs of $44 thousand is included in Cost of Revenue – Product for the three months ending December 31, 2014 and 2013, respectively. The gross amount of capitalized external and internal development costs is $533 thousand at December 31, 2014 and September 30, 2014. There were no software development efforts that qualified for capitalization for the three months ended December 31, 2014. | |||||||||||||
Valuation of Assets and Liabilities in Business Combinations | Valuation of Assets and Liabilities in Business Combinations | ||||||||||||
The assets acquired and the liabilities assumed in a business combination shall be measured at fair value. Fair value is based on the definition in ASC 820-10-20 as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. Variations of the cost and market approaches are used to measure the fair value of components of working capital (e.g. accounts receivable, inventory and accounts payable) and tangible assets, such as property plant and equipment. When measuring the fair value of acquired intangible assets, the income approach is generally considered. Financial assets and liabilities are valued based on a quoted price in an active market. In the absence of a quoted market price a valuation technique is used to determine fair value, such as a market approach or an income approach. Non-financial liabilities may be valued based on a transfer approach. These measures require significant judgment including estimates of expected cash flow, or discount rates among others. | |||||||||||||
Gain from investment in Mediasite KK | Gain from investment in Mediasite KK | ||||||||||||
The Company’s investment in Mediasite KK was accounted for under the equity method of accounting using a one quarter timing lag through December 31, 2013. On January 14, 2014, the Company’s ownership percentage increased from approximately 26% of their common stock to 100%. In connection with the acquisition, the one quarter lag in reporting their results was eliminated. The Company upon obtaining control of Mediasite KK recorded a “step-up” in the value of its previously owned interest in Mediasite KK to fair value. The gain amounted to approximately $1.4 million and was partially offset by $901 thousand of tax expense related to such investment. The Company recorded equity in earnings of $23 thousand for the three months ended December 31, 2013. | |||||||||||||
Property and Equipment | Property and Equipment | ||||||||||||
Property and equipment are recorded at cost and are depreciated using the straight-line method for financial reporting purposes. The estimated useful lives used to calculate depreciation are as follows: | |||||||||||||
Years | |||||||||||||
Leasehold improvements | 5 to 10 years | ||||||||||||
Computer equipment | 3 to 5 years | ||||||||||||
Furniture and fixtures | 5 to 7 years | ||||||||||||
Comprehensive Loss | Comprehensive Loss | ||||||||||||
Comprehensive loss includes disclosure of financial information that historically has not been recognized in the calculation of net income. Our comprehensive loss encompasses net loss and foreign currency translation adjustments. Assets and liabilities of international operations that have a functional currency that is not in U.S. dollars are translated into U.S. dollars at year-end exchange rates, and revenue and expense items are translated using weighted average exchange rates. Any adjustments arising on translation are included in shareholders’ equity as an element of accumulated other comprehensive loss. | |||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||||||||||
Nonfinancial Assets Measured at Fair Value on a Nonrecurring Basis | |||||||||||||
The Company’s goodwill, intangible assets and other long-lived assets are nonfinancial assets that were acquired either as part of a business combination, individually or with a group of other assets. These nonfinancial assets were initially, and are currently, measured and recognized at amounts equal to the fair value determined as of the date of acquisition. Fair value measurements of reporting units are estimated using an income approach involving discounted or undiscounted cash flow models that contain certain Level 3 inputs requiring management judgment, including projections of economic conditions and customer demand, revenue and margins, changes in competition, operating costs, working capital requirements, and new product introductions. Fair value measurements of the reporting units associated with the Company’s goodwill balances are estimated at least annually at the beginning of the fourth quarter of each fiscal year for purposes of impairment testing. Fair value measurements associated with the Company’s intangible assets and other long-lived assets are estimated when events or changes in circumstances such as market value, asset utilization, physical change, legal factors, or other matters indicate that the carrying value may not be recoverable. | |||||||||||||
In determining the fair value of financial assets and liabilities, the Company currently utilizes market data or other assumptions that it believes market participants would use in pricing the asset or liability in the principal or most advantageous market, and adjusts for non-performance and/or other risk associated with the Company as well as counterparties, as appropriate. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: | |||||||||||||
Level 1 Inputs: Unadjusted quoted prices which are available in active markets for identical assets or liabilities accessible to the Company at the measurement date. | |||||||||||||
Level 2 Inputs: Inputs other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. | |||||||||||||
Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. | |||||||||||||
The hierarchy gives the highest priority to Level 1, as this level provides the most reliable measure of fair value, while giving the lowest priority to Level 3. | |||||||||||||
Financial Instruments Not Measured at Fair Value | |||||||||||||
The Company’s other financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and debt instruments. The book values of cash and cash equivalents, accounts receivable, debt and accounts payable are considered to be representative of their respective fair values. The carrying value of capital lease obligations, including the current portion, approximates fair market value as the fixed rate approximates the current market rate of interest available to the Company. | |||||||||||||
Legal Contingencies | Legal Contingencies | ||||||||||||
In June 2014 the Company entered into a settlement agreement with Astute Technology, LLC (“Astute”). The key terms of the agreement were: 1) grant non-revocable license of Astute patents to the Company; 2) grant a fully paid, non-refundable license of certain Sonic Foundry patents to Astute; 3) Both Astute and our customer agreed to identify three meetings they currently capture that the other party will not seek or respond to any request for proposal; and 4) payment of $1.35 million to Astute. The payment will be made in three equal amounts with the first paid in June 2014, the second paid in October 2014 and the final payment due March 2015. The Company is contributing $1.1 million toward the amount payable to Astute, with $428 thousand relating to prior use and recorded as a charge to income during fiscal 2014. The remaining $672 thousand was recorded as a product right asset, which is being amortized, straight line, over the remaining life of the patents, through 2020. Future amounts due to Astute were accrued for as of the time of settlement. | |||||||||||||
Except as reported above, no legal contingencies were recorded for the year ended September 30, 2014, and for the three months ended December 31, 2014. | |||||||||||||
Stock Based Compensation | Stock Based Compensation | ||||||||||||
The Company uses a lattice valuation model to account for all employee stock options granted. The lattice valuation model is a more flexible analysis to value options because of its ability to incorporate inputs that change over time, such as actual exercise behavior of option holders. The Company uses historical data to estimate the option exercise and employee departure behavior in the lattice valuation model. Expected volatility is based on historical volatility of the Company’s stock. The Company considers all employees to have similar exercise behavior and therefore has not identified separate homogenous groups for valuation. The expected term of options granted is derived from the output of the option pricing model and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods the options are expected to be outstanding is based on the U.S. Treasury yields in effect at the time of grant. Forfeitures are based on actual behavior patterns. | |||||||||||||
The fair value of each option grant is estimated using the assumptions in the following table: | |||||||||||||
Three months ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Expected life | 5.0 years | 4.8 years | |||||||||||
Risk-free interest rate | 0.98 | % | 0.6 | % | |||||||||
Expected volatility | 45.46 | % | 47.15 | % | |||||||||
Expected forfeiture rate | 10.72 | % | 12.19 | % | |||||||||
Expected exercise factor | 1.43 | 1.39 | |||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||
A summary of option activity as of December 31, 2014 and changes during the three months then ended is presented below: | |||||||||||||
Options | Weighted- | Weighted- | |||||||||||
Average | Average | ||||||||||||
Exercise Price | Remaining | ||||||||||||
Contractual | |||||||||||||
Period in | |||||||||||||
Years | |||||||||||||
Outstanding at October 1, 2014 | 1,240,941 | $ | 10.31 | 6.9 | |||||||||
Granted | 291,654 | 9.33 | 9.8 | ||||||||||
Exercised | — | — | — | ||||||||||
Forfeited | (27,833 | ) | 13.16 | 2.2 | |||||||||
Outstanding at December 31, 2014 | 1,504,762 | 10.07 | 7.3 | ||||||||||
Exercisable at December 31, 2014 | 881,432 | 10.57 | 5.9 | ||||||||||
A summary of the status of the Company’s non-vested shares and changes during the three month period ended December 31, 2014 is presented below: | |||||||||||||
2014 | |||||||||||||
Non-vested Shares | Shares | Weighted-Average | |||||||||||
Grant Date Fair | |||||||||||||
Value | |||||||||||||
Non-vested at October 1, 2014 | 539,519 | $ | 3.29 | ||||||||||
Granted | 291,654 | 3.23 | |||||||||||
Vested | (202,125 | ) | 3.05 | ||||||||||
Forfeited | (5,718 | ) | 3.41 | ||||||||||
Non-vested at December 31, 2014 | 623,330 | $ | 3.34 | ||||||||||
The weighted average grant date fair value of options granted during the three months ended December 31, 2014 was $3.23. As of December 31, 2014, there was $1.3 million of total unrecognized compensation cost related to non-vested stock-based compensation, including $246 thousand of estimated forfeitures. The cost is expected to be recognized over a weighted-average remaining life of 2.4 years. | |||||||||||||
Stock-based compensation recorded in the three month period ended December 31, 2014 of $317 thousand was allocated $196 thousand to selling and marketing expenses, $84 thousand to general and administrative expenses, and $37 thousand to product development expenses. Stock-based compensation recorded in the three month period ended December 31, 2013 of $279 thousand was allocated $184 thousand to selling and marketing expenses, $17 thousand to general and administrative expenses, and $78 thousand to product development expenses. Cash received from exercises under all stock option plans and warrants for the three month periods ended December 31, 2014 and 2013 was $0 and $35 thousand, respectively. There were no tax benefits realized for tax deductions from option exercises in either of the three month periods ended December 31, 2014 or 2013. The Company currently expects to satisfy share-based awards with registered shares available to be issued. | |||||||||||||
The Company also has an Employee Stock Purchase Plan (Purchase Plan) under which an aggregate of 150,000 common shares may be issued. The Shareholders approved an amendment to increase the number of shares of common stock subject to the plan from 100,000 to 150,000 at the Company’s annual meeting in March 2014. All employees who have completed 90 days of employment with the Company on the first day of each offering period and customarily work twenty hours per week or more are eligible to participate in the Purchase Plan. An employee who, after the grant of an option to purchase, would hold common stock and/or hold outstanding options to purchase stock possessing 5% or more of the total combined voting power or value of the Company will not be eligible to participate. Eligible employees may make contributions through payroll deductions of up to 10% of their compensation. No participant in the Purchase Plan is permitted to purchase common stock under the Purchase Plan if such option would permit his or her rights to purchase stock under the Purchase Plan to accrue at a rate that exceeds $25,000 of the fair market value of such shares, or that exceeds 1,000 shares, for each calendar year. The Company makes a bi-annual offering to eligible employees of options to purchase shares of common stock under the Purchase Plan on the first trading day of January and July. Each offering period is for a period of six months from the date of the offering, and each eligible employee as of the date of offering is entitled to purchase shares of common stock at a purchase price equal to the lower of 85% of the fair market value of common stock on the first or last trading day of the offering period. There were 5,780 shares purchased by employees for the six month offering ended December 31, 2014, which were issued in January 2015. A total of 46,703 shares are available to be issued under the plan. Company recorded stock compensation expense under this plan of $6 and $3 thousand during each of the three months periods ended December 31, 2014 and 2013 respectively. | |||||||||||||
Common Stock Warrants | Common Stock Warrants | ||||||||||||
On December 22, 2014, the company issued 74,802 warrants to two individuals in combination with the sale of a like number of shares of common stock, one of which is the Chairman of the Company’s Board of Directors. These warrants are immediately exercisable, expire five years after the date of issuance and have an exercise and weighted average price of $14.00. The remaining contractual life of these outstanding warrants as of December 31, 2014 was 4.98 years. The fair value of the warrants was determined using the lattice model and the same inputs as those used for valuing the Company’s stock option fair value. The fair value of the warrants is $133 thousand. The Company determined that the warrants are freestanding and do not fall within the scope of ASC 480 or ASC 815. The warrants were recorded in conjunction with the stock issued. | |||||||||||||
Per share computation | Per share computation | ||||||||||||
Basic earnings (loss) per share has been computed using the weighted-average number of shares of common stock outstanding during the period, less shares that may be repurchased, and excludes any dilutive effects of options and warrants. In periods where the Company reports net income, diluted net income per share is computed using common equivalent shares related to outstanding options and warrants to purchase common stock. The numerator for the calculation of basic and diluted earnings per share is net income (loss). The following table sets forth the computation of basic and diluted weighted average shares used in the earnings per share calculations: | |||||||||||||
Three Months Ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Denominator for basic earnings per share | |||||||||||||
- weighted average common shares | 4,271,885 | 3,995,321 | |||||||||||
Effect of dilutive options (treasury method) | — | — | |||||||||||
Denominator for diluted earnings per share | |||||||||||||
- adjusted weighted average common shares | 4,271,885 | 3,995,321 | |||||||||||
Options and warrants outstanding during each period, but not included in the computation of diluted earnings per share because they are antidilutive | 1,579,564 | 1,235,988 | |||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||||||
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The guidance substantially converges final standards on revenue recognition between the FASB and the International Accounting Standards Board providing a framework on addressing revenue recognition issues and, upon its effective date, replaces almost all exiting revenue recognition guidance, including industry-specific guidance, in current U.S. generally accepted accounting principles. The guidance is effective for annual reporting periods beginning after December 15, 2016. We are currently evaluating the impact of adopting ASU 2014-09 to determine the impact, if any, it may have on our financial statements. | |||||||||||||
In June 2014, the FASB issued Accounting Standards Update No. 2014-12, “Compensation - Stock Compensation” (“ASU 2014-12”). ASU 2014-12 is intended to resolve diverse accounting treatment for share based awards in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The standard is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015 and may be applied prospectively or retrospectively. We are currently evaluating the impact of adopting ASU 2014-12 to determine the impact, if any, it may have on our financial statements. | |||||||||||||
In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern (ASU 2014-15). The guidance in ASU 2014-15 sets forth management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity’s ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management’s plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. We are currently evaluating the impact of adopting ASU 2014-15 to determine the impact, if any, it may have on our financial statements. | |||||||||||||
In November 2014, the FASB issued Accounting Standards Update No. 2014-17, Business Combinations (Topic 805) – Pushdown Accounting (ASU 2014-17). ASU 2014-17 is intended to provide guidance on whether and at what threshold an acquired entity that is a business or nonprofit activity can apply pushdown accounting in its separate financial statement. The amendments should reduce diversity in the timing and content of footnote disclosure. ASU 2014-17 is effective after November 18, 2014. The Company has adopted this guidance, but it does not have an impact on previous acquisitions. | |||||||||||||
Accounting standards that have been issued but are not yet effective by the FASB or other standards-setting bodies that do not require adoption until a future date, which are not discussed above, are not expected to have a material impact on the Company’s financial statements upon adoption. |
Basis_of_Presentation_and_Sign2
Basis of Presentation and Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Inventory | Inventory consists of the following (in thousands): | ||||||||||||
December 31, | September 30, | ||||||||||||
2014 | 2014 | ||||||||||||
Raw materials and supplies | $ | 339 | $ | 549 | |||||||||
Finished goods | 1,582 | 1,172 | |||||||||||
$ | 1,921 | $ | 1,721 | ||||||||||
Estimated Useful Lives of Property and Equipment | The estimated useful lives used to calculate depreciation are as follows: | ||||||||||||
Years | |||||||||||||
Leasehold improvements | 5 to 10 years | ||||||||||||
Computer equipment | 3 to 5 years | ||||||||||||
Furniture and fixtures | 5 to 7 years | ||||||||||||
Fair Value Assumptions for Stock Options Granted | The fair value of each option grant is estimated using the assumptions in the following table: | ||||||||||||
Three months ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Expected life | 5.0 years | 4.8 years | |||||||||||
Risk-free interest rate | 0.98 | % | 0.6 | % | |||||||||
Expected volatility | 45.46 | % | 47.15 | % | |||||||||
Expected forfeiture rate | 10.72 | % | 12.19 | % | |||||||||
Expected exercise factor | 1.43 | 1.39 | |||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||
Summary of Option Activity | A summary of option activity as of December 31, 2014 and changes during the three months then ended is presented below: | ||||||||||||
Options | Weighted- | Weighted- | |||||||||||
Average | Average | ||||||||||||
Exercise Price | Remaining | ||||||||||||
Contractual | |||||||||||||
Period in | |||||||||||||
Years | |||||||||||||
Outstanding at October 1, 2014 | 1,240,941 | $ | 10.31 | 6.9 | |||||||||
Granted | 291,654 | 9.33 | 9.8 | ||||||||||
Exercised | — | — | — | ||||||||||
Forfeited | (27,833 | ) | 13.16 | 2.2 | |||||||||
Outstanding at December 31, 2014 | 1,504,762 | 10.07 | 7.3 | ||||||||||
Exercisable at December 31, 2014 | 881,432 | 10.57 | 5.9 | ||||||||||
Summary of Status of Company's Non-vested Shares | A summary of the status of the Company’s non-vested shares and changes during the three month period ended December 31, 2014 is presented below: | ||||||||||||
2014 | |||||||||||||
Non-vested Shares | Shares | Weighted-Average | |||||||||||
Grant Date Fair | |||||||||||||
Value | |||||||||||||
Non-vested at October 1, 2014 | 539,519 | $ | 3.29 | ||||||||||
Granted | 291,654 | 3.23 | |||||||||||
Vested | (202,125 | ) | 3.05 | ||||||||||
Forfeited | (5,718 | ) | 3.41 | ||||||||||
Non-vested at December 31, 2014 | 623,330 | $ | 3.34 | ||||||||||
Computation of Basic and Diluted Weighted Average Shares Used in Earnings Per Share Calculations | The following table sets forth the computation of basic and diluted weighted average shares used in the earnings per share calculations: | ||||||||||||
Three Months Ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Denominator for basic earnings per share | |||||||||||||
- weighted average common shares | 4,271,885 | 3,995,321 | |||||||||||
Effect of dilutive options (treasury method) | — | — | |||||||||||
Denominator for diluted earnings per share | |||||||||||||
- adjusted weighted average common shares | 4,271,885 | 3,995,321 | |||||||||||
Options and warrants outstanding during each period, but not included in the computation of diluted earnings per share because they are antidilutive | 1,579,564 | 1,235,988 |
Schedule_of_Changes_in_Carryin
Schedule of Changes in Carrying Amount of Goodwill (Tables) | 3 Months Ended | ||||
Dec. 31, 2014 | |||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Schedule of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the three months ended December 31, 2014 are as follows: | ||||
Balance as of September 30, 2014 | $ | 11,185 | |||
Foreign currency translation adjustment | (274 | ) | |||
Balance as of December 31, 2014 | $ | 10,911 | |||
Acquisition_Tables
Acquisition (Tables) | 3 Months Ended | ||||
Dec. 31, 2014 | |||||
MediaMission Holding B.V. [Member] | |||||
Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed on the date of the acquisition (in thousands): | ||||
Fair Value | |||||
Assets acquired: | |||||
Cash | $ | 339 | |||
Other current assets | 923 | ||||
Property and equipment | 49 | ||||
Customer relationships | 591 | ||||
Goodwill | 932 | ||||
Total assets acquired | 2,834 | ||||
Liabilities assumed: | |||||
Current liabilities | (1,111 | ) | |||
Deferred tax liability | (230 | ) | |||
Total liabilities assumed | (1,341 | ) | |||
Total purchase price | $ | 1,493 | |||
Mediasite KK [Member] | |||||
Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed on the date of the acquisition (in thousands): | ||||
Fair Value | |||||
Assets acquired: | |||||
Cash | $ | 3,163 | |||
Other current assets | 1,792 | ||||
Property and equipment | 240 | ||||
Customer relationships | 2,071 | ||||
Goodwill | 2,906 | ||||
Total assets acquired | 10,172 | ||||
Liabilities assumed: | |||||
Current liabilities | (1,590 | ) | |||
Deferred tax liability | (808 | ) | |||
Total liabilities assumed | (2,398 | ) | |||
Less ownership basis of original 26% investment | (2,053 | ) | |||
Total purchase price for 74% remaining stock | $ | 5,721 | |||
Pro_Forma_Financial_Informatio1
Pro Forma Financial Information (Tables) | 3 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Text Block [Abstract] | |||||||||
Summary of Pro Forma Financial Information | The following table represents the net loss (in thousands) for the Company on a pro forma basis, assuming the acquisitions of MediaMission and Mediasite KK had each occurred as of October 1, 2013. The table sets forth unaudited pro forma results for the three months ended December 31, 2014 and 2013, respectively and has been compiled from historical financial statements and other information, but is not necessarily indicative of the results that actually would have been achieved had the transaction occurred on the dates indicated or that may be achieved in the future. | ||||||||
Three Months Ended Dec 31, | |||||||||
2014 | 2013 | ||||||||
Revenue | $ | 8,741 | $ | 8,437 | |||||
Net loss | (1,032 | ) | (359 | ) | |||||
Basic loss per share | $ | (0.24 | ) | $ | (0.09 | ) |
Basis_of_Presentation_and_Sign3
Basis of Presentation and Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 22, 2014 | Jan. 14, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | |
Segment | Financial_Institution | Segment | Individual | ||||||
Financial_Institution | |||||||||
Basis of Presentation and Significant Accounting Policies [Line Items] | |||||||||
Number of operating segment | 3 | 1 | |||||||
Number of reporting segment | 1 | ||||||||
Hosting agreement term | 1 year | ||||||||
Standard product warranty term minimum | 90 days | ||||||||
Standard product warranty term maximum | 1 year | ||||||||
Period of hosting contracts to customers | 1 year | ||||||||
Cash and cash equivalents with U.S. financial institutions | $387,000 | $387,000 | |||||||
Number of major financial institutions with which cash and cash equivalents are deposited | 2 | 2 | |||||||
Cash and cash equivalents with foreign subsidiary financial institutions | 2,400,000 | 2,400,000 | |||||||
Accounts receivable, allowances | 150,000 | 150,000 | 150,000 | ||||||
Original maturity of cash and cash equivalents | 3 months | ||||||||
Cash and cash equivalents | 2,811,000 | 3,097,000 | 2,811,000 | 4,344,000 | 3,482,000 | ||||
Credit period of accounts receivable | 30 days | ||||||||
Estimated economic life of the product | 3 years | ||||||||
Capitalized internal and external development costs, gross | 533,000 | 533,000 | |||||||
Total amortization expense of software development costs | 44,000 | 44,000 | |||||||
Gain on investment | 1,400,000 | ||||||||
Tax expense on investment | 901,000 | ||||||||
Equity in earnings of investment in Mediasite KK | 23,000 | ||||||||
Legal contingency settlement terms | The key terms of the agreement were 1) grant non-revocable license of Astute patents to the Company; 2) grant a fully paid, non-refundable license of certain Sonic Foundry patents to Astute; 3) Both Astute and our customer agreed to identify three meetings they currently capture that the other party will not seek or respond to any request for proposal; and 4) payment of $1.35 million to Astute. | ||||||||
Legal contingencies expense | 428,000 | ||||||||
Product right asset related to legal settlement | 672,000 | 672,000 | |||||||
Legal contingencies amount | 0 | 0 | |||||||
Weighted average grant date fair value of options granted | $3.23 | ||||||||
Unrecognized non vested stock based compensation | 1,300,000 | 1,300,000 | |||||||
Estimated forfeitures for unrecognized non vested stock based compensation | 246,000 | 246,000 | |||||||
Expected weighted average life of forfeited cost | 2 years 4 months 24 days | ||||||||
Stock-based compensation | 317,000 | 282,000 | |||||||
Cash received from exercises under all stock option plans and warrants | 0 | 35,000 | |||||||
Tax benefits realized for tax deductions from option exercises | 0 | 0 | |||||||
Expected shares issued | 150,000 | 150,000 | |||||||
Number of complete employment days on first day of each offering period | 90 days | ||||||||
Employee not eligible to participate | 5.00% | ||||||||
Eligible employees contribution to purchase price | 10.00% | ||||||||
Restricted participant under purchase plan that exceeds rate of fair value of shares | 25,000 | ||||||||
Restricted participant under purchase plan that exceeds number of shares | 1,000 | ||||||||
Offering period | 6 months | ||||||||
Purchase shares of common stock at a purchase price fair market | 85.00% | ||||||||
Shares available to issue | 46,703 | 46,703 | |||||||
Shares purchased by employees | 5,780 | ||||||||
Stock-based compensation | 6,000 | 3,000 | |||||||
Selling and marketing expenses [Member] | |||||||||
Basis of Presentation and Significant Accounting Policies [Line Items] | |||||||||
Stock-based compensation | 196,000 | 184,000 | |||||||
General and administrative expenses [Member] | |||||||||
Basis of Presentation and Significant Accounting Policies [Line Items] | |||||||||
Stock-based compensation | 84,000 | 17,000 | |||||||
Product development expenses [Member] | |||||||||
Basis of Presentation and Significant Accounting Policies [Line Items] | |||||||||
Stock-based compensation | 37,000 | 78,000 | |||||||
The Company [Member] | |||||||||
Basis of Presentation and Significant Accounting Policies [Line Items] | |||||||||
Payment for legal settlements | 1,100,000 | ||||||||
Customer Related Litigation [Member] | |||||||||
Basis of Presentation and Significant Accounting Policies [Line Items] | |||||||||
Payment for legal settlements | 1,350,000 | ||||||||
Warrant [Member] | |||||||||
Basis of Presentation and Significant Accounting Policies [Line Items] | |||||||||
Warrants issued to individuals | 74,802 | ||||||||
Number of individual issued warrants | 2 | ||||||||
Warrants expiration period | 5 years | ||||||||
Warrants exercise price | $14 | ||||||||
Remaining contractual life of warrants outstanding | 4 years 11 months 23 days | ||||||||
Weighted average exercise price of warrants | $14 | ||||||||
Fair value of warrants | $133,000 | ||||||||
Prior to Amendment [Member] | |||||||||
Basis of Presentation and Significant Accounting Policies [Line Items] | |||||||||
Expected shares issued | 100,000 | ||||||||
Mediasite KK [Member] | |||||||||
Basis of Presentation and Significant Accounting Policies [Line Items] | |||||||||
Equity method investment, ownership percentage | 26.00% | 26.00% | |||||||
Remaining percent of stock purchased | 74.00% | ||||||||
Percent of stock | 100.00% |
Basis_of_Presentation_and_Sign4
Basis of Presentation and Significant Accounting Policies - Inventory (Detail) (USD $) | Dec. 31, 2014 | Sep. 30, 2014 |
In Thousands, unless otherwise specified | ||
Inventory, Net [Abstract] | ||
Raw materials and supplies | $339 | $549 |
Finished goods | 1,582 | 1,172 |
Inventory, Net | $1,921 | $1,721 |
Basis_of_Presentation_and_Sign5
Basis of Presentation and Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Detail) | 3 Months Ended |
Dec. 31, 2014 | |
Leasehold improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 5 years |
Leasehold improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 10 years |
Computer equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 3 years |
Computer equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 5 years |
Furniture and fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 5 years |
Furniture and fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 7 years |
Basis_of_Presentation_and_Sign6
Basis of Presentation and Significant Accounting Policies - Fair Value Assumptions for Stock Options Granted (Detail) | 3 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Expected life | 5 years | 4 years 9 months 18 days |
Risk-free interest rate | 0.98% | 0.60% |
Expected volatility | 45.46% | 47.15% |
Expected forfeiture rate | 10.72% | 12.19% |
Expected exercise factor | 1.43 | 1.39 |
Expected dividend yield | 0.00% | 0.00% |
Basis_of_Presentation_and_Sign7
Basis of Presentation and Significant Accounting Policies - Summary of Option Activity (Detail) (USD $) | 3 Months Ended | |
Dec. 31, 2014 | Sep. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Options, Outstanding Beginning Balance | 1,240,941 | |
Options, Granted | 291,654 | |
Options, Exercised | 0 | |
Options, Forfeited | -27,833 | |
Options, Outstanding Ending Balance | 1,504,762 | 1,240,941 |
Options, Exercisable Ending Balance | 881,432 | |
Weighted Average Exercise Price, Outstanding Beginning Balance | $10.31 | |
Weighted Average Exercise Price, Granted | $9.33 | |
Weighted Average Exercise Price, Forfeited | $13.16 | |
Weighted Average Exercise Price, Outstanding Ending Balance | $10.07 | $10.31 |
Weighted Average Exercise Price, Exercisable Ending Balance | $10.57 | |
Weighted Average Remaining Contractual Period in Years, Granted | 9 years 9 months 18 days | |
Weighted Average Remaining Contractual Period in Years, Forfeited | 2 years 2 months 12 days | |
Weighted Average Remaining Contractual Period in Years, Outstanding Ending Balance | 7 years 3 months 18 days | 6 years 10 months 24 days |
Weighted Average Remaining Contractual Period in Years, Exercisable Ending Balance | 5 years 10 months 24 days |
Basis_of_Presentation_and_Sign8
Basis of Presentation and Significant Accounting Policies - Summary of Status of Company's Non-Vested Shares (Detail) (USD $) | 3 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, Outstanding Beginning Balance | 1,240,941 |
Shares, Granted | 291,654 |
Options, Forfeited | -27,833 |
Options, Outstanding Ending Balance | 1,504,762 |
Weighted-Average Grant Date Fair Value, Granted | $3.23 |
Non-Vested Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, Outstanding Beginning Balance | 539,519 |
Shares, Granted | 291,654 |
Shares, Vested | -202,125 |
Options, Forfeited | -5,718 |
Options, Outstanding Ending Balance | 623,330 |
Weighted-Average Grant Date Fair Value, Non-vested Beginning Balance | $3.29 |
Weighted-Average Grant Date Fair Value, Granted | $3.23 |
Weighted-Average Grant Date Fair Value, Vested | $3.05 |
Weighted-Average Grant Date Fair Value, Forfeited | $3.41 |
Weighted-Average Grant Date Fair Value, Non-vested Ending Balance | $3.34 |
Basis_of_Presentation_and_Sign9
Basis of Presentation and Significant Accounting Policies - Computation of Basic and Diluted Weighted Average Shares Used in Earnings per Share Calculations (Detail) | 3 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share, Basic and Diluted [Abstract] | ||
Denominator for basic earnings per share - weighted average common shares | 4,271,885 | 3,995,321 |
Effect of dilutive options (treasury method) | 0 | 0 |
Denominator for diluted earnings per share - adjusted weighted average common shares | 4,271,885 | 3,995,321 |
Options and warrants outstanding during each period, but not included in the computation of diluted earnings per share because they are antidilutive | 1,579,564 | 1,235,988 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 22, 2014 | Sep. 30, 2014 | Dec. 18, 2014 |
Individual | |||||
Related Party Transaction [Line Items] | |||||
Fees incurred to law firm | $35 | $90 | |||
Accrued liabilities for unbilled services | 15 | 30 | |||
Outstanding loan amount | 26 | 26 | |||
Common stock shares, issued | 4,351,272 | 4,276,470 | |||
Common stock restriction period | 2 days | ||||
Common Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock price per share | $7.68 | $8.36 | |||
Number of days to calculate average price of common stock | 20 days | ||||
Warrant [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of individual issued warrants | 2 | ||||
Warrants issued to individuals | 74,802 | ||||
Warrants exercise price | $14 | ||||
Warrants expiration date | 22-Dec-19 | ||||
Board of Directors Chairman [Member] | Common Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock shares, issued | 35,905 | ||||
Board of Directors Chairman [Member] | Warrant [Member] | |||||
Related Party Transaction [Line Items] | |||||
Warrants issued to individuals | 35,905 | ||||
Majority Shareholder [Member] | Common Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock shares, issued | 38,897 | ||||
Majority Shareholder [Member] | Warrant [Member] | |||||
Related Party Transaction [Line Items] | |||||
Warrants issued to individuals | 38,897 | ||||
MediaMission Holding B.V. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Amount payable, total | $244 | $370 |
Commitments_Additional_Informa
Commitments - Additional Information (Detail) (USD $) | 3 Months Ended | |
Dec. 31, 2014 | Jun. 28, 2011 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Purchase which is not recorded on Company's Balance Sheet | $2,600,000 | |
Lease Term | November 2011 through December 2018 | |
Leasehold improvement liability | 613,000 | |
Unamortized balance of lease | $336,000 |
Credit_Arrangements_Additional
Credit Arrangements - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||||||
Jan. 10, 2014 | 31-May-13 | Jun. 27, 2011 | Mar. 24, 2014 | Dec. 31, 2014 | Jan. 27, 2015 | Sep. 30, 2014 | Jan. 14, 2014 | Dec. 31, 2013 | Dec. 16, 2013 | |
Line of Credit Facility [Line Items] | ||||||||||
Adjusted quick ratio | 2 | |||||||||
Total term loan | 2,000,000 | |||||||||
Total term debt | 2,400,000 | |||||||||
Revolving loan maturity date | 1-Oct-15 | 1-Oct-13 | ||||||||
Interest rate on revolving line of credit for three quarters | 0.75% | |||||||||
Interest rate if quick ratio threshold is not met | 1.25% | |||||||||
Interest rate on unused revolving loan facility | 0.18% | |||||||||
Incremental interest rate added to Prime Rate | 3.25% | |||||||||
Interest rate payable on subordinate note | 6.50% | |||||||||
Amount of common stock repurchased | 1,000,000 | |||||||||
Mediasite KK [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Ownership percentage | 26.00% | 26.00% | ||||||||
Notes payable outstanding | 120,000 | 170,000 | ||||||||
Annual interest rate | 1.58% | |||||||||
MediaMission Holding B.V. [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Ownership percentage | 100.00% | 100.00% | ||||||||
Silicon Valley Bank [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Adjusted quick ratio as above Silicon Valley Bank's prime rate | 1.00% | |||||||||
Adjusted quick ratio as percentage | 8.75% | |||||||||
Notes payable outstanding | 1,700,000 | 1,900,000 | ||||||||
Annual interest rate | 5.50% | |||||||||
Credit facility for advances | 2,800,000 | |||||||||
Subordinated note payable [Member] | Mediasite KK [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate payable on subordinate note | 5.00% | |||||||||
Notes payable outstanding | 1,600,000 | 1,800,000 | ||||||||
Annual interest rate | 5.00% | |||||||||
Subordinated note payable [Member] | MediaMission Holding B.V. [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate payable on subordinate note | 6.50% | |||||||||
Notes payable outstanding | 301,000 | 628,000 | ||||||||
Annual interest rate | 6.50% | |||||||||
Secured Revolving Line of Credit [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Borrowing capacity under secured revolving line of credit | 3,000,000 | |||||||||
Adjusted quick ratio | 1.5 | 1.25 | ||||||||
Repayment of loan | 544,000 | |||||||||
New term loan | 2,500,000 | |||||||||
Repayment terms | 36 months | |||||||||
Incremental interest rate added to Prime Rate | 2.25% | |||||||||
Interest rate payable on subordinate note | 5.50% | |||||||||
Notes payable outstanding | 0 | 0 | ||||||||
Prior to First Amendment [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Adjusted quick ratio as above Silicon Valley Bank's prime rate | 1.00% | |||||||||
Prior to Second Amendment [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Adjusted quick ratio as above Silicon Valley Bank's prime rate | 1.50% | |||||||||
Second Amended Agreement [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Description of adjusted quick ratio | Greater than 2.0 to 1.0 | |||||||||
Adjusted quick ratio | 2 | |||||||||
New Term Loan [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest will accrue on the revolving line of credit | 3.75% | |||||||||
Interest will accrue on the revolving line of credit, option one | 3.25% | |||||||||
Amortization period of term loan | 36 months | |||||||||
Subsequent Event [Member] | Secured Revolving Line of Credit [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Borrowing capacity under secured revolving line of credit | 4,000,000 | |||||||||
Revolving loan maturity date | 31-Jan-17 | |||||||||
Repayment of loan | 1,665,000 | |||||||||
New term loan | 2,500,000 | |||||||||
Repayment terms | 36 months | |||||||||
Interest rate payable on subordinate note | 5.50% | |||||||||
Term loan commitment fee payable | 20,000 | |||||||||
Amendment fee payable | 5,000 | |||||||||
Adjusted quick ratio | 1.25 | |||||||||
Adjusted quick ratio | 1.1 | |||||||||
Subsequent Event [Member] | Secured Revolving Line of Credit [Member] | For the Quarters Ending June 30, 2015 [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt service ratio | 1.25 | |||||||||
Subsequent Event [Member] | Secured Revolving Line of Credit [Member] | For the Quarter Ending September 30, 2015 [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt service ratio | 1.5 | |||||||||
Subsequent Event [Member] | Secured Revolving Line of Credit [Member] | For the Quarters Ending December 31, 2014 [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt service ratio | 1.25 | |||||||||
Subsequent Event [Member] | Secured Revolving Line of Credit [Member] | For the Quarters Ending March 31, 2015 [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt service ratio | 1 | |||||||||
Minimum [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Percentage of advance rate on domestic receivables | 75.00% | |||||||||
Minimum [Member] | Secured Revolving Line of Credit [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Adjusted quick ratio | 1.5 | |||||||||
Minimum [Member] | New Term Loan [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Adjusted quick ratio | 1.75 | |||||||||
Debt service coverage ratio | 1.25 | |||||||||
Minimum [Member] | Third Amendment [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Adjusted quick ratio | 1.25 | |||||||||
Minimum [Member] | Subsequent Event [Member] | Secured Revolving Line of Credit [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Annual commitment fee on the revolving line of credit | 20,000 | |||||||||
Lien limit | 400,000 | |||||||||
Maximum [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Percentage of advance rate on domestic receivables | 80.00% | |||||||||
Maximum [Member] | Secured Revolving Line of Credit [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Adjusted quick ratio | 1.75 | |||||||||
Maximum [Member] | Secured Revolving Line of Credit [Member] | Mediasite KK [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Bank indebtedness | 500,000 | |||||||||
Maximum [Member] | Third Amendment [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Adjusted quick ratio | 1.5 | |||||||||
Maximum [Member] | Subsequent Event [Member] | Secured Revolving Line of Credit [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Annual commitment fee on the revolving line of credit | 26,667 | |||||||||
Lien limit | $800,000 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | |||
Percentage of net deferred tax assets recognized due to uncertainty | 100.00% | ||
Goodwill for tax purposes amortization period | 15 years | ||
Deferred tax liability | $4,283,000 | $4,312,000 | |
Accruals of interest and penalties | 0 | 0 | |
Recognized interest or penalties | $0 | $0 |
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets - Schedule of Changes in Carrying Amount of Goodwill (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Goodwill [Roll Forward] | |
Beginning balance | $11,185 |
Foreign currency translation adjustment | -274 |
Ending balance | $10,911 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets - Additional Information (Detail) | 0 Months Ended |
Jul. 01, 2014 | |
Reporting_Unit | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Number of reporting units | 3 |
Acquisition_of_MediaMission_Ho
Acquisition of MediaMission Holding B.V. - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 16, 2013 | Sep. 30, 2014 | Jan. 10, 2014 | |
Business Acquisition [Line Items] | ||||||
Subordinated note payable issuance for purchase of MediaMission | $687,000 | |||||
Common stock issued for purchase of MediaMission | 348,000 | |||||
Notes payable interest rate | 6.50% | |||||
Goodwill | 10,911,000 | 11,185,000 | ||||
Contributed revenue | 8,741,000 | 7,206,000 | ||||
Net income (loss) for acquisition period | -1,032,000 | -690,000 | ||||
MediaMission Holding B.V. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Total purchase price | 1,493,000 | |||||
Common stock issued for purchase of MediaMission | 348,000 | |||||
Business acquisition, cash paid | 458,000 | |||||
Business acquisition, number of shares issued | 37,608 | |||||
Ownership percentage | 100.00% | 100.00% | ||||
Goodwill | 932,000 | |||||
Amortization period for customer relationship intangible | 10 years | |||||
Contributed revenue | 237,000 | 90,000 | ||||
Net income (loss) for acquisition period | -123,000 | 43,000 | ||||
MediaMission Holding B.V. [Member] | Income Approach Valuation Technique [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Fair value assumptions discount rate | 28.00% | |||||
Estimated effective tax rate | 20.00% | |||||
Estimated customer attrition rate | 15.00% | |||||
MediaMission Holding B.V. [Member] | Subordinated note payable [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Subordinated note payable issuance for purchase of MediaMission | $687,000 | |||||
Notes payable interest rate | 6.50% | |||||
Subordinated note payable maturity period | 3 years |
Acquisition_of_MediaMission_Ho1
Acquisition of MediaMission Holding B.V. - Fair Values of Assets Acquired and Liabilities Assumed (Detail) (MediaMission Holding B.V. [Member], USD $) | 0 Months Ended | |
In Thousands, unless otherwise specified | Dec. 16, 2013 | Dec. 16, 2013 |
MediaMission Holding B.V. [Member] | ||
Assets acquired: | ||
Cash | $339 | $339 |
Other current assets | 923 | 923 |
Property and equipment | 49 | 49 |
Customer relationships | 591 | 591 |
Goodwill | 932 | |
Total assets acquired | 2,834 | 2,834 |
Liabilities assumed: | ||
Current liabilities | -1,111 | -1,111 |
Deferred tax liability | -230 | -230 |
Total liabilities assumed | -1,341 | -1,341 |
Total purchase price | $1,493 | $1,493 |
Acquisition_of_MSKK_Additional
Acquisition of MSKK - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Jan. 14, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Jan. 10, 2014 | |
Business Acquisition [Line Items] | ||||||
Notes payable interest rate | 6.50% | |||||
Goodwill | $10,911,000 | $11,185,000 | ||||
Contributed revenue | 8,741,000 | 7,206,000 | ||||
Net income (loss) for acquisition period | -1,032,000 | -690,000 | ||||
Mediasite KK [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Total purchase price | 5,721,000 | |||||
Business acquisition, cash paid | 1,900,000 | |||||
Business acquisition, number of shares issued | 189,222 | |||||
Percentage of minority interest | 26.00% | |||||
Non cash gain | 1,400,000 | |||||
Tax expense associated with non cash gain | 901,000 | |||||
Goodwill | 2,900,000 | |||||
Amortization period for customer relationship intangible | 10 years | |||||
Contributed revenue | 1,050,000 | 0 | ||||
Net income (loss) for acquisition period | ($213,000) | $0 | ||||
Mediasite KK [Member] | Income Approach Valuation Technique [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Fair value assumptions discount rate | 30.00% | |||||
Estimated effective tax rate | 35.50% | |||||
Estimated customer attrition rate | 15.00% | |||||
Mediasite KK [Member] | Subordinated note payable [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Notes payable interest rate | 5.00% | |||||
Subordinated note payable maturity period | 1 year |
Acquisition_of_MSKK_Fair_Value
Acquisition of MSKK - Fair Values of Assets Acquired and Liabilities Assumed (Detail) (Mediasite KK [Member], USD $) | 0 Months Ended | |
In Thousands, unless otherwise specified | Jan. 14, 2014 | Jan. 14, 2014 |
Mediasite KK [Member] | ||
Assets acquired: | ||
Cash | $3,163 | $3,163 |
Other current assets | 1,792 | 1,792 |
Property and equipment | 240 | 240 |
Customer relationships | 2,071 | 2,071 |
Goodwill | 2,906 | |
Total assets acquired | 10,172 | 10,172 |
Liabilities assumed: | ||
Current liabilities | -1,590 | -1,590 |
Deferred tax liability | -808 | -808 |
Total liabilities assumed | -2,398 | -2,398 |
Less ownership basis of original 26% investment | -2,053 | -2,053 |
Total purchase price | $5,721 | $5,721 |
Acquisition_of_MSKK_Fair_Value1
Acquisition of MSKK - Fair Values of Assets Acquired and Liabilities Assumed (Parenthetical) (Detail) (Mediasite KK [Member]) | 0 Months Ended | ||
Jan. 14, 2014 | Jan. 14, 2014 | Dec. 31, 2013 | |
Mediasite KK [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Equity method investment ownership percentage | 26.00% | 26.00% | 26.00% |
Remaining percent of stock purchased | 74.00% | 74.00% | |
Percent of stock | 100.00% |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 0 Months Ended | ||||
31-May-13 | Jun. 27, 2011 | Mar. 24, 2014 | Jan. 10, 2014 | Jan. 27, 2015 | |
Subsequent Event [Line Items] | |||||
Interest rate payable on subordinate note | 6.50% | ||||
Revolving loan maturity date | 1-Oct-15 | 1-Oct-13 | |||
Adjusted quick ratio | 2 | ||||
Secured Revolving Line of Credit [Member] | |||||
Subsequent Event [Line Items] | |||||
Repayment of loan | $544,000 | ||||
New term loan | 2,500,000 | ||||
Repayment terms | 36 months | ||||
Interest rate payable on subordinate note | 5.50% | ||||
Line of credit facility maximum borrowing capacity | 3,000,000 | ||||
Adjusted quick ratio | 1.25 | 1.5 | |||
Secured Revolving Line of Credit [Member] | Minimum [Member] | |||||
Subsequent Event [Line Items] | |||||
Adjusted quick ratio | 1.5 | ||||
Secured Revolving Line of Credit [Member] | Maximum [Member] | |||||
Subsequent Event [Line Items] | |||||
Adjusted quick ratio | 1.75 | ||||
Subsequent Event [Member] | Secured Revolving Line of Credit [Member] | |||||
Subsequent Event [Line Items] | |||||
Repayment of loan | 1,665,000 | ||||
New term loan | 2,500,000 | ||||
Repayment terms | 36 months | ||||
Interest rate payable on subordinate note | 5.50% | ||||
Line of credit facility maximum borrowing capacity | 4,000,000 | ||||
Revolving loan maturity date | 31-Jan-17 | ||||
Term loan commitment fee payable | 20,000 | ||||
Amendment fee payable | 5,000 | ||||
Adjusted quick ratio | 1.25 | ||||
Adjusted quick ratio | 1.1 | ||||
Subsequent Event [Member] | Secured Revolving Line of Credit [Member] | For the Quarters Ending December 31, 2014 [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt service ratio | 1.25 | ||||
Subsequent Event [Member] | Secured Revolving Line of Credit [Member] | For the Quarters Ending March 31, 2015 [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt service ratio | 1 | ||||
Subsequent Event [Member] | Secured Revolving Line of Credit [Member] | For the Quarters Ending June 30, 2015 [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt service ratio | 1.25 | ||||
Subsequent Event [Member] | Secured Revolving Line of Credit [Member] | For the Quarter Ending September 30, 2015 [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt service ratio | 1.5 | ||||
Subsequent Event [Member] | Secured Revolving Line of Credit [Member] | Minimum [Member] | |||||
Subsequent Event [Line Items] | |||||
Annual commitment fee on the revolving line of credit | 20,000 | ||||
Lien limit | 400,000 | ||||
Subsequent Event [Member] | Secured Revolving Line of Credit [Member] | Maximum [Member] | |||||
Subsequent Event [Line Items] | |||||
Annual commitment fee on the revolving line of credit | 26,667 | ||||
Lien limit | $800,000 |
Pro_Forma_Financial_Informatio2
Pro Forma Financial Information - Summary of Pro Forma Financial Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition, Pro Forma Information [Abstract] | ||
Revenue | $8,741 | $8,437 |
Net loss | ($1,032) | ($359) |
Basic loss per share | ($0.24) | ($0.09) |