Summary Of Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2013 |
Summary Of Significant Accounting Policies [Abstract] | ' |
Description Of Business | ' |
Description of Business |
|
Scientific Learning Corporation (the “Company”) develops, distributes and licenses technology that accelerates learning by improving the processing efficiency of the brain. |
|
The Company’s patented products build learning capacity by rigorously and systematically applying neuroscience-based learning principles to improve the fundamental cognitive skills required to read and learn. To facilitate the use of the Company’s products, the Company offers a variety of on-site and remote professional and technical services, as well as phone, email and web-based support. The Company sells primarily to K-12 schools in the United States through a direct sales force. |
|
All of the Company’s activities are in one operating segment. |
|
The Company was incorporated in 1995 in the State of California and was reincorporated in 1997 in the State of Delaware. |
|
Basis Of Presentation And Liquidity | ' |
Basis of Presentation and Liquidity |
|
The Company’s cash and cash equivalents were $2.6 million at December 31, 2013, compared to cash and cash equivalents of $2.3 million at December 31, 2012. The Company has used cash from operations of $3.2 million. $10.5 million and $7.2 million in the years ended December 31, 2013, 2012 and 2011, respectively and have a working capital deficiency at December 31, 2013. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The 2013 consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. |
|
During the next twelve months, the Company expects to continue to fund its operations primarily from its current cash balances, cash from the Company’s sale of its patents and the completion of additional financing activities. On March 21, 2014, the company completed the sale of patents to a third party. See Note 19 to the consolidated financial statements for further discussion. To obtain additional financing the company is currently negotiating with banks to either amend its existing line of credit agreement with Comerica or to establish a new line of credit with a new bank to help fund its seasonal cash funding needs. However, there can be no assurance that the Company can establish a line of credit on terms that are acceptable to the Company. If the Company is unable to obtain additional financing, it may be unable to continue the development of its products and may have to cease operations. |
|
Historically, the Company has used more cash in its operations during the first half of the year and has improved cash from operations in the second half. This pattern results largely from its seasonally low sales in the first and fourth calendar quarters, which reflects the Company’s industry pattern, and the time needed to collect on sales made towards the end of the second quarter. The Company expects that this pattern will continue, and that it will use cash in operations during the first half of 2014. The Company expects that its cash balances, cash from its patent sale and the potential new line of credit that it anticipates completing will be sufficient to fund the Company’s operating requirements through the next twelve months. |
|
However, funding the Company’s operations in this manner will require it to achieve certain levels of booked sales and cash collections and maintain lower expenses. The Company cannot, however, be certain that it will achieve its forecasted booked sales or cash collections. If the Company is unable to achieve the needed levels of booked sales and cash collections, it expects to further reduce its expenses to ensure that it has sufficient liquidity to continue its operations through at least December 31, 2014. Reducing expenses substantially below current levels could have a negative impact on the Company’s future growth potential. In addition, the Company may be required to sell assets, issue additional equity securities or incur additional debt. The Company may not be able to accomplish any of these alternatives. |
|
On April 5, 2013, the Company issued $4.6 million of subordinated debt securities and warrants to purchase an aggregate of 1,846,940 shares of the Company’s common stock to a group of its current investors. The notes issued pursuant to the subordinated note and warrant purchase agreement bear simple interest at a rate of 12% per annum. From the issuance date through the first anniversary thereof, the Company will pay accrued and unpaid interest quarterly in arrears by increasing the principal amount of each note and thereafter will pay accrued and unpaid interest in cash in arrears on July 31, 2014, November 30, 2014 and April 5, 2015. The notes mature on April 5, 2015. The note and warrant purchase agreements contain customary affirmative and negative covenants, including notification and information covenants and covenants restricting the Company’s ability to merge or liquidate, incur debt, dispose of assets, incur liens, declare dividends or enter into transactions with affiliates. The note and warrant purchase agreements also require the Company to repay the notes upon the occurrence of a change of control (as defined in the note and warrant purchase agreement) at 101% of the principal amount thereof plus accrued and unpaid interest. |
|
Historically, the Company has maintained a revolving line of credit with Comerica. On August 9, 2013, the Company amended its credit line with Comerica. The Company’s amended line of credit has an effective limit of $4 million. In the amendment, Comerica agreed to waive past covenant violations and agreed not to measure compliance with the minimum bookings covenant until such time as the Company seeks to borrow against the line of credit. The amendment also requires that certain financial covenants be renegotiated prior to the Company borrowing against the line of credit. |
|
As of December 31, 2013, the Company had no borrowings outstanding on the line of credit. During the months ending January 31, 2013, February 28, 2013, May 31, 2013 and June 30, 2013 the Company was not in compliance with its line of credit covenants. Comerica granted the Company waivers of the covenant violations for these periods. Under the terms of the August 9, 2013 amendment to the line of credit, Comerica is not currently measuring the Company’s compliance with the minimum bookings covenants. As December 31, 2013, the Company is in compliance with the covenants that are being measured by Comerica. |
|
At March 28, 2014, the Company is actively negotiating with banks to amend its existing line of credit with Comerica or establish a new line of credit with a new bank. A new line of credit would require the Company to amend agreements with its subordinated debt holders. Should the Company fail to do this, it may not have a line of credit to draw upon. There is no assurance that the Company will be able to successfully do so. |
|
Use Of Estimates | ' |
|
|
Use of Estimates |
|
The preparation of financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent that there are material differences between these estimates and actual results, the Company’s financial statements could be affected. |
|
|
Principles Of Consolidation And Basis Of Presentation | ' |
Principles of consolidation and basis of presentation |
|
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries in Shanghai, China and Puerto Rico. All significant intercompany balances and transactions have been eliminated in consolidation. |
|
|
Reclassifications | ' |
Reclassifications |
|
As a result of the shift in the Company’s business model, beginning in 2012, the Company has presented revenues and cost of revenues for subscriptions, licenses, and services and support. The Company has reclassified all prior year amounts to reflect the current year presentation, and the reclassification of prior year amounts did not have an impact on the Company’s total net revenues or results of operations. Subscription revenue primarily includes revenue from annual or monthly customer subscriptions to the Company’s web-based applications, including Fast ForWord, Reading Assistant, and BrainPro. License revenue includes revenue from sales of licenses to the Company’s software applications. Service and support revenue is primarily derived from annual agreements for the Company to host software applications purchased by its customers through perpetual licenses and provide reporting services, support, and maintenance, as well as ad hoc trainings, professional development, consulting, and other technical service agreements. |
|
|
Revenue Recognition | ' |
Revenue Recognition |
|
The Company derives revenue from the sale of licenses to its software and from professional service and support fees. Software license revenue is recognized in accordance with accounting standards for software companies. Additionally, the Company derives revenue from subscription fees for access to and use of its on-demand application services. Under the Company’s subscription arrangements for its on-demand application services, the customer does not have the contractual right to take possession of the software at any time during the subscription period. Thus, revenue for the Company’s subscription services is recognized in accordance with accounting standards for service contracts. |
|
There are four basic criteria which must be met to recognize revenue. These are: 1) persuasive evidence of an arrangement exists; 2) delivery of the product has occurred; 3) a fixed or determinable fee; and 4) the collection of the fee is reasonably assured. The application of the relevant accounting standards requires the Company to exercise significant judgment related to specific transactions and transaction types. In cases where extended payment terms are granted to school customers, the Company determines if the fixed or determinable fee criterion is met by reference to the customer’s specific funding sources, especially where the payment terms extend into the customer’s next fiscal year. If the Company determines that the fixed or determinable fee criterion is not met at the inception of the arrangement, the Company defers revenue recognition until the payments become due. |
|
The value of software licenses, subscriptions, professional services and support invoiced during a particular period is recorded as deferred revenue until recognized. All revenue from transactions that include software license for new products that have not yet been delivered is deferred until the delivery of all products. Direct costs related to deferred software license revenue are deferred until the related license revenue is recognized. |
|
Multiple contracts with the same customer are generally accounted for as separate arrangements, except in cases where contracts are so closely related that they are effectively part of a single arrangement. |
|
Multiple-element software arrangements |
|
Booked sales of software to the Company’s school customers typically include multiple elements (e.g., Fast ForWord perpetual software licenses, support, training, implementation management, and other professional services). The Company recognizes software revenue using the residual method, whereby the difference between the total arrangement fee and the total “vendor specific objective evidence” (“VSOE”) of fair value of the undelivered elements is recognized as revenue relating to the delivered elements. VSOE of fair value for each element of an arrangement is based upon the normal pricing and discounting practices for those products and services when sold separately and, for support services, is also measured by the renewal price. The Company is required to exercise judgment in determining whether VSOE of fair value exists for each undelivered element based on whether the pricing for these elements is sufficiently consistent. |
|
Multiple-element on-demand application service arrangements |
|
Booked sales of subscriptions to the Company’s on-demand application services can also include multiple elements similar to software arrangements. The Company follows accounting guidance for revenue recognition of multiple-element arrangements to determine whether such arrangements contain more than one unit of accounting. Multiple-element arrangements require the delivery or performance of multiple products, services and/or rights to use assets. To qualify as a separate unit of accounting, the delivered item must have value to the customer on a standalone basis and revenue is allocated to each deliverable in the arrangement based on the relative fair value of the respective deliverable. The Company’s on-demand subscription services, support, training and implementation management services have standalone value as these services are sold separately by the Company, and the Company has established VSOE of fair value for determining the fair value of each element except for its on-demand subscription services. |
|
For its on-demand subscription services, the Company has determined the fair value to be allocated to these services basis based on management’s best estimate of selling price (BESP). In determining BESP, the Company has considered various factors including the Company’s historical pricing practices and internal costs, as well as historical student usage data related to previous sales of the Company’s products. |
|
Multiple-element arrangements—arrangements with software and nonsoftware elements |
|
Booked sales may include a combination of software related and nonsoftware related products and services offerings including on-demand subscription services, perpetual software licenses, support, training, implementation management, and other professional services. In such arrangements, the Company first allocate the total arrangement consideration based on the relative selling prices of the software group of elements as a whole and to the nonsoftware elements. The Company then further allocate consideration within the software group to the respective elements within that group following the guidance in ASC 985-605 and our policies as described above. After the arrangement consideration has been allocated to the elements, the Company accounts for each respective element in the arrangement as described above. |
|
Subscription revenue |
|
Subscription revenue primarily includes revenue from annual or monthly customer subscriptions to our web-based applications, including Fast ForWord, Reading Assistant, and BrainPro. Subscription revenue is recognized as follows: |
|
| · | | On-demand application services – revenue for subscription services is recognized ratably over the term of the subscription period. |
| · | | Per student per month – student usage of any of our products during a calendar month. Revenue is recognized monthly over the period of use. |
| · | | Individual participant licenses – software licensed for a single participant. Revenue is recognized ratably over the term of the subscription period. |
|
|
|
|
|
|
|
|
License revenue |
|
License revenue primarily includes revenue from the sales of perpetual licenses to our software applications including Fast ForWord and Reading Assistant. License revenue is recognized as follows: |
|
| · | | Perpetual licenses – software licensed on a perpetual basis. Revenue is recognized at the later of product delivery date or contract start date using the residual method. If VSOE of fair value does not exist for all the undelivered elements, all revenue is deferred and recognized ratably over the service period if the undelivered element is services or when all elements have been delivered. |
| · | | Software term licenses – software licensed for a specific time period, generally a term of one to three years. Revenue is recognized ratably over the license term. |
|
Professional service and support revenue |
|
Professional service and support revenue is derived from a combination of training, implementation, technical and professional services, online services and customer support. Training, implementation, technical and other professional services are typically sold on a per day basis. Professional services revenue is recognized as performed. Online service and customer support are recognized ratably over the service period. If VSOE of fair value does not exist for all the elements in a software arrangement except software licenses, service revenue is recognized over the longest contractual period in an arrangement. Revenue from services sold alone or with support is recognized as performed. |
|
|
Cash And Cash Equivalents | ' |
Cash and Cash Equivalents |
|
Cash and cash equivalents, which consist of cash on deposit with banks and money market accounts, are stated at fair value. |
|
|
Accounts Receivable And Allowance For Doubtful Accounts | ' |
Accounts Receivable and Allowance for Doubtful Accounts |
|
The Company conducts business primarily with public school districts and speech and language professionals in the United States. The Company records accounts receivable at the invoiced amount and the Company does not require collateral. The Company maintains an allowance for doubtful accounts for estimated losses due to the inability of customers to make payments. The allowance is determined based on any specific reserves deemed necessary and the Company’s historical experience of bad debt write-offs. |
|
Deferred Charges | ' |
|
|
Deferred Charges |
|
The Company defers royalty charges as incurred and recognizes the expense over the term of the related license agreements or service periods. These deferred charges are included in “Prepaid expenses and other current assets” and in “Other assets” in the consolidated balance sheets. |
|
Property And Equipment | ' |
|
|
Property and Equipment |
|
Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from three to five years. For leased assets and leasehold improvements, depreciation is computed using the straight-line method over the shorter of the lease or the estimated useful life. |
|
|
Software And Web Site Development Costs | ' |
Software and Website Development Costs |
|
The Company capitalizes certain software development costs incurred subsequent to the establishment of technological feasibility and amortizes those costs over the estimated lives of the related products. The annual amortization is computed using the straight-line method over the remaining estimated economic life of the product. Technological feasibility is established upon completion of a working model. In 2013, 2012 and 2011, the Company capitalized $0.03 million, $0.1 million and $0.1 million of costs, respectively, relating to new products that had reached technological feasibility. For the years ended December 31, 2013, 2012 and 2011 amortization costs were $0.08 million, $0.2 million and $0.1 million respectively. |
|
The Company also capitalizes costs related to internal use software and website application, infrastructure development and content development costs. Costs related to preliminary project activities and post implementation activities were expensed as incurred. Internal-use software is amortized on a straight line basis over its estimated useful life, generally three years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. The capitalized costs are included in “Property and equipment” in the consolidated balance sheets. In each case the software or website is for internal needs, and the Company does not plan to market the software externally. For the years ended December 31, 2013, 2012, and 2011, the Company capitalized approximately $0.2 million, $0.4 million and $1.2 million of software and website development costs, respectively. For the years ended December 31, 2013, 2012 and 2011 amortization costs were $0.7 million, $0.9 million, and $0.5 million respectively. |
The Company evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. If indicators of impairment are present, estimates of future cash flows are used to test the recoverability of the asset. If the carrying amount of the asset exceeds its fair value, an impairment charge is recognized. |
|
|
Payment In-Kind Interest | ' |
Payment in-kind interest |
|
The Company accrues payment-in-kind interest. It is the amount of principal and interest payable related to the subordinated debt financing completed on April 5, 2013. From the issuance date through the first anniversary thereof, the Company accrues interest and increase the principal. See Note 7 to the consolidated financial statements for further discussion. |
|
|
Debt Discount And Debt Issuance Costs | ' |
Debt discount and debt issuance costs |
|
The Company has debt discount and debt issuance costs related to the subordinated debt issued on April 5, 2013. These costs are being amortized to interest expense over the life of the debt. In addition, the Company amortizes the deferred debt issuance costs over the life of the debt. See Note 7 to the consolidated financial statements. |
|
Goodwill | ' |
|
|
Goodwill |
|
|
Goodwill and purchased intangible assets were recorded when the Company acquired the assets of Soliloquy in 2008. The cost of the acquisition was allocated to the assets and liabilities acquired, including purchased intangible assets, and the remaining amount was classified as goodwill. Goodwill arising from purchase transactions is not amortized to expense, but rather periodically assessed for impairment. The allocation of the acquisition cost to purchased intangible assets and goodwill, therefore, has a significant impact on operating results. The allocation process involves an extensive use of estimates and assumptions, including estimates of future cash flows to be generated by the acquired assets. |
|
Goodwill is required to be tested annually for impairment or between annual impairment tests if an event occurs or circumstances change that reduce the fair value of a reporting unit below its carrying amount. The Company performs its annual assessment for impairment of goodwill in the fourth quarter of each year and determined that there is a single reporting unit for the purposes of conducting the assessment. In assessing potential impairment, the Company estimates the fair value of the reporting unit and compares the amount of the carrying value of the reporting unit. If the Company determines that the carrying value of the reporting unit exceeds its fair value, an impairment charge would be measured. |
|
As part of the Company’s annual impairment test during the fourth quarter of 2013, it concluded that there were sufficient adverse indicators that triggered a goodwill impairment analysis. Among the indicators were (1) economic and budgetary challenges in the Company’s key K-12 market, (2) its continued transition from an on-premise, perpetual license model to a subscription driven, web-based SaaS business model and its short term impact on profitability, and (3) a significant decrease in the Company’s market capitalization as a result of a decrease in the trading price of its common stock during the fourth quarter of 2013. As a result, the Company estimated the fair value of its goodwill and compared the estimate to the carrying amount. The results indicated that the carrying value exceeded the implied fair value of goodwill by approximately $5 million. Based on this, the Company concluded that a goodwill impairment existed at December 31, 2013. During the fourth quarter of 2013, the Company wrote off the full goodwill balance in the amount of $4.6 million. |
|
|
Long-Lived Assets | ' |
Long-Lived Assets |
|
Long-lived assets, such as property and equipment and purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of an asset is measured by a comparison of the carrying amount of an asset to its estimated undiscounted future cash flows. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. In 2013, the Company recorded $0.03 million of impairment charges related to long-lived assets. In 2012, the Company determined that no long-lived assets were impaired. |
|
|
Fair Value Of Financial Instruments | ' |
Fair Value of Financial Instruments |
|
The carrying amounts of cash equivalents, accounts receivable and accounts payable approximate fair value as they are short-term in nature or have relatively short maturities. |
|
|
|
Concentration Of Risk | ' |
|
|
|
|
Concentration of Risk |
|
Financial instruments that are potentially subject to concentrations of credit risk consist principally of cash equivalents and accounts receivable. |
|
Cash and cash equivalents are primarily held in a major financial institution in the United States. Such deposits may be in excess of insured limits and are not insured in other jurisdictions. The Company believes that the financial institution that holds the Company’s cash and cash equivalents is financially sound and, accordingly, minimal credit risk exists with respect to these assets. |
|
Accounts receivable are primarily from sales to customers located in the United States. The Company performs ongoing credit evaluations of customers. The Company does not require collateral. |
|
An allowance for doubtful accounts is determined with respect to those accounts that have been determined to be doubtful of collection. Two customers accounted for more than 43% of our accounts receivable balance at December 31, 2013. 47% of this balance was subsequently collected in February 2014. One customer accounted for more than 24% of our accounts receivable balance at December 31, 2012. This was subsequently collected in January 2013. No customer accounted for more than 10% of revenue in the years ended December 31, 2013, 2012 or 2011. |
|
The Company has no off-balance sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other hedging arrangements. |
|
Concentration of sales in the K-12 market potentially exposes the Company to risk. More than 80% of our 2013 booked sales came from the K-12 market in the United States and Canada. That market is characterized by its dependence on federal funding and state and local tax revenues; a political environment, particularly when large transactions are involved; and a generally conservative approach to change. All of these attributes, particularly in the current economic and political environment, can result in a time-consuming and unpredictable sales cycle for large transactions. Because of the concentration of our sales in this market, we are particularly exposed to its risks. |
|
|
Accounting For Stock-Based Compensation | ' |
Accounting for Stock-Based Compensation |
|
Stock-based compensation expense is recorded on a straight-line basis over the requisite service period and includes an estimate for forfeitures. |
|
|
Advertising | ' |
Advertising |
|
Advertising costs are expensed as incurred. Advertising expenses were $0.06 million, $0.3 million and $0.4 million for the years ended December 31, 2013, 2012 and 2011, respectively. |
|
|
Income Taxes | ' |
Income Taxes |
|
Deferred tax assets and liabilities are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the net amount expected to be realized. |
|
|
Net Loss Per Share | ' |
Net Loss Per Share |
|
Basic net loss per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net loss per share reflects the potential dilution of securities by adding common stock equivalents (computed using the treasury stock method) to the weighted-average number of common shares outstanding during the period, if dilutive. |
|
For the year ended December 31, 2013, 2012 and 2011, 1,785,985, 1,676,080 and 1,195,994 stock options, respectively, were excluded from the calculation of diluted net income per share because their effect is anti-dilutive. For the year ended December 31, 2013, common stock warrants exercisable for 4,352,792 shares of common stock were excluded from the calculation of diluted net income per share because their effect is anti-dilutive. |
|
Foreign Currency Translation | ' |
|
|
|
|
|
|
|
Foreign Currency Translation |
|
The functional currency of the Company’s China subsidiary is the local currency, Chinese RMB. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as part of a separate component of stockholders’ equity (deficit). Foreign currency transaction gains and losses are included in interest and other income (expense), net. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate as of the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. |
|