Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 |
Summary of Significant Accounting Policies [Abstract] | |
Description of Business | Description of Business |
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Active Power, Inc. and its subsidiaries (collectively, “we”, “us”, “Active Power” or “Company”) design, manufacture, sell and service flywheel-based uninterruptible power supply (“UPS”) products that use kinetic energy to provide short-term power as a cleaner alternative to conventional electro-chemical battery-based energy storage. We also design, manufacture, sell, and service modular infrastructure solutions (“MIS”) that integrate critical power components into a pre-packaged, purpose built enclosure that may include our UPS products as a component. Our products and solutions are based on our patented flywheel and power electronics technology and are designed to ensure continuity for data centers and other mission critical operations in the event of power disturbances. |
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Our products and solutions are designed to deliver continuous conditioned power during power disturbances such as voltage sags and surges, and to provide ride-through power in the event of a brief utility failure, supporting operations until utility power is restored or a longer term alternative power source, such as a diesel generator, is started. We sell our products globally through our direct sales force, manufacturer’s representatives, distributors, Original Equipment Manufacturer (“OEM”) channel, and IT partners in the Americas, in Europe, Middle East, and Africa (“EMEA”), and in the Asia Pacific region (“APAC”). |
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We also offer services, including hardware and software maintenance, on all Active Power products, and other professional services such as assessment and implementation, for our customers’ infrastructure projects. |
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We were founded as a Texas Corporation in 1992 and reincorporated in Delaware in 2000. Our headquarters are in Austin, Texas with international offices in the United Kingdom, Germany and China. |
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The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. |
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The accompanying consolidated financial statements have also been prepared on the assumption that the Company will continue to operate as a going concern. Accordingly, assets and liabilities are recorded on the basis that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company’s history of operating losses and use of cash, in the absence of other factors, may cause uncertainty as to its ability to continue as a going concern. We have reviewed the current and prospective sources of liquidity, significant conditions and events and forecast financial results and concluded that we have adequate resources to continue to operate as a going concern. Our business plan and our assumptions around the adequacy of our liquidity are based on estimates regarding expected revenues and future costs. However, our revenues may not meet our projections or our costs may exceed our estimates. Further, our estimates may change and future events or developments may also affect our estimates. Any of these factors may change our expectation of cash usage in 2015 or significantly affect our level of liquidity, which may require us to seek additional financing or take other measures to reduce our operating costs in order to continue operating. These financial statements do not include any adjustments that might result from the Company not being able to continue as a going concern. |
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All common stock information and related share prices included in these notes to financial statements have been adjusted to reflect the five for one reverse stock split that occurred on December 21, 2012. |
Use of Estimates | Use of Estimates |
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The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Changes in the estimates or assumptions used by management could have a material impact upon reported amounts and our results of operations. |
Revenue Recognition | Revenue Recognition |
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In general, we recognize revenue when four criteria are met: (i) persuasive evidence that an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the sales price is fixed or determinable; and (iv) collectability is reasonably assured. In general, revenue is recognized when revenue-generating transactions generally fall into one of the following categories of revenue recognition: |
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| · | We recognize product revenue at the time of shipment for a significant portion of all products sold directly to customers and through distributors because title and risk of loss pass on delivery to the common carrier. Our customers and distributors do not have the right to return products. If title and risk of loss pass at some other point in time, we recognize such revenue for our customers when the product is delivered to the customer and title and risk of loss has passed. We may enter into bill-and-hold arrangements and when this happens delivery may not occur, but other criteria are reviewed to determine proper timing of revenue recognition. | | | | | | | | | | |
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| · | We recognize installation, service and maintenance revenue at the time the service is performed. | | | | | | | | | | |
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| · | We recognize revenue associated with extended maintenance agreements (“EMAs”) over the life of the contracts using the straight-line method, which approximates the expected timing in which applicable services are performed. Amounts collected in advance of revenue recognition are recorded as a current liability in the deferred revenue line of the consolidated balance sheet or long-term liability based on the time from the balance sheet date to the future date of revenue recognition. | | | | | | | | | | |
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| · | We recognize revenue on certain rental programs over the life of the rental agreement using the straight-line method. Amounts collected in advance of revenue recognition are recorded as a current or long-term liability based on the time from the balance sheet date to the future date of revenue recognition. | | | | | | | | | | |
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When collectability is not reasonably assured, we defer revenue and will recognize revenue as payments are received. |
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Multiple element arrangements (“MEAs”) are arrangements to sell products to customers that frequently include multiple deliverables. Our most significant MEAs include the sale of one or more of our CleanSource UPS or CleanSource PowerHouse products, combined with one or more of the following products: design services, project management, commissioning and installation services, spare parts or consumables, and EMA’s. Delivery of the various products or performance of services within the arrangement may or may not coincide. Certain services related to design and consulting may occur prior to product delivery. Commissioning and installation typically take place within six months of product delivery, depending upon customer requirements. EMAs, consumables, and repair, maintenance or consulting services are generally delivered over a period of one to five years. In certain arrangements revenue recognized is limited to the amount invoiced or received that is not contingent on the delivery of future products and services. |
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When arrangements include multiple elements, we allocate revenue to each element based on the relative selling price and recognize revenue when the elements have standalone value and the four criteria for revenue recognition have been met. We establish the selling price of each element based on Vendor Specific Objective Evidence (“VSOE”) if available, Third Party Evidence (“TPE”) if VSOE is not available, or best estimate of selling price (“BESP”) if neither VSOE nor TPE is available. We generally determine selling price based on amounts charged separately for the delivered and undelivered elements to similar customers in standalone sales of the specific elements. When arrangements include an EMA, we recognize revenue related to the EMA at the stated contractual price on a straight-line basis over the life of the agreement. |
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Any taxes imposed by governmental authorities on our revenue-producing transactions with customers are shown in our consolidated statements of operations on a net-basis; that is, excluded from our reported revenues. |
Shipping and Handling Costs | Shipping and Handling Costs |
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We classify shipping and handling costs related to product sales as cost of revenue, and any payments from customers for shipping and handling are categorized in revenue. We classify shipping and handling costs associated with receiving production inventory as cost of product revenue. Any materials received or shipped which are related to our engineering, sales, marketing and administrative functions are classified as operating expenses. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
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Investments with a contractual maturity of three months or less when purchased are classified as cash equivalents. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments |
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Fair value is measured based on an exit price, representing the amount that would be received to sell an asset or paid to satisfy a liability in an orderly transaction between market participants. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a fair value hierarchy is established, which categorizes the inputs used in measuring fair value as follows: |
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Level 1—Quoted prices in active markets for identical assets or liabilities. |
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Level 2—Significant observable inputs other than quoted prices in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. |
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Level 3—One or more significant inputs that are unobservable and supported by little or no market data. |
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Highest priority is given for Level 1 input and lower propriety to Level 3 inputs. A financial instruments level is based on the lowest level of any input that is significant to the fair value measurement. No changes were made to our methodology. |
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Our Level 1 assets consist of cash equivalents, which are primarily invested in money-market funds. These assets are classified as Level 1 because they are valued using quoted prices in active markets and other relevant information generated by market transactions involving identical assets and liabilities. The fair value was $3.1 million as of December 31, 2014 and 2013. |
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For cash and cash equivalents, accounts receivable, accounts payable and our revolving line of credit, the carrying amount approximates fair value because of the relative short maturity of those instruments. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts |
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We estimate an allowance for doubtful accounts based on factors related to the credit risk of each customer. Historically, credit losses were minimal, primarily because the majority of our revenues were generated from large customers, primarily Caterpillar, Inc. (“Caterpillar”) and Hewlett Packard Corporation (“HP”). We perform credit evaluations of new customers and often require deposits, prepayments or use of bank instruments such as trade letters of credit to mitigate our credit risk. We write off uncollectable trade receivables, and record any recoveries of previous write offs against the allowance. Our standard terms are net 30 days; however we may have agreements with our larger customers and certain distributors, OEM customers, and IT channel that allow for more extended terms at or above net 60 days. |
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The following table summarizes the annual changes in our allowance for doubtful accounts (in thousands): |
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Balance at December 31, 2011 | | $ | 337 | | | | | | | | | |
Change in provision charged to expense | | | 151 | | | | | | | | | |
Write-off of uncollectible accounts, net of recoveries | | | - | | | | | | | | | |
Balance at December 31, 2012 | | $ | 488 | | | | | | | | | |
Change in provision charged to expense | | | (139 | ) | | | | | | | | |
Write-off of uncollectible accounts, net of recoveries | | | (36 | ) | | | | | | | | |
Balance at December 31, 2013 | | $ | 313 | | | | | | | | | |
Change in provision charged to expense | | | (67 | ) | | | | | | | | |
Write-off of uncollectible accounts, net of recoveries | | | (34 | ) | | | | | | | | |
Balance at December 31, 2014 | | $ | 212 | | | | | | | | | |
Inventories, net | Inventories, net |
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Inventories, net are stated at the lower of cost or market, using the first-in-first-out method, and consisted of the following at December 31 (in thousands, net of allowances): |
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| | 2014 | | | 2013 | | | | | |
Raw materials | | $ | 5,440 | | | $ | 4,521 | | | | | |
Work in progress | | | 473 | | | | 2,429 | | | | | |
Finished goods | | | 932 | | | | 5,070 | | | | | |
| | $ | 6,845 | | | $ | 12,020 | | | | | |
Property and Equipment | Property and Equipment |
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Property and equipment is stated at cost and is depreciated using the straight-line method over the estimated useful lives of the assets, as follows (in years): |
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Equipment | | | 10-Feb | | | | | | | | | |
Demonstration units | | | 5-Mar | | | | | | | | | |
Computers and purchased software | | | 3-Feb | | | | | | | | | |
Furnitures and fixtures | | | 5-Feb | | | | | | | | | |
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Leasehold improvements are depreciated over the shorter of the life of the improvement or the remainder of the property lease term, including renewal options, generally three to five years. Repairs and maintenance is expensed as incurred. |
Long-Lived Assets | Long-Lived Assets |
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Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, we compare the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets and is recorded in the period in which the determination was made. |
Accrued Expenses | Accrued Expenses |
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Accrued expenses consist of the following at December 31 (in thousands): |
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| | 2014 | | | 2013 | | | | | |
Compensation, severance and benefits | | $ | 1,296 | | | $ | 2,685 | | | | | |
Warranty liability | | | 475 | | | | 529 | | | | | |
Taxes, other than income | | | 1,080 | | | | 483 | | | | | |
Professional fees | | | 463 | | | | 759 | | | | | |
Other | | | 820 | | | | 1,127 | | | | | |
| | $ | 4,134 | | | $ | 5,583 | | | | | |
Warranty Liability | Warranty Liability |
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Generally, the warranty period for our power quality products is 12 months from the date of commissioning or 18 months from the date of shipment from Active Power, whichever period is shorter. Occasionally we offer longer warranty periods to certain customers. The warranty period for products sold to our primary OEM customer, Caterpillar, is 12 months from the date of shipment to the end-user, or up to 36 months from shipment from Active Power. This is dependent upon Caterpillar complying with our storage requirements for our products in order to preserve this warranty period beyond the standard 18-month limit. We provide for the estimated cost of product warranties at the time revenue is recognized and this accrual is included in accrued expenses and long term liabilities on the accompanying consolidated balance sheet. |
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Changes in the Company’s warranty liability are as follows (in thousands): |
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Balance at December 31, 2011 | | $ | 613 | | | | | | | | | |
Warranty expense | | | 1,294 | | | | | | | | | |
Payments | | | (1,152 | ) | | | | | | | | |
Balance at December 31, 2012 | | $ | 755 | | | | | | | | | |
Warranty expense | | | 589 | | | | | | | | | |
Payments | | | (782 | ) | | | | | | | | |
Balance at December 31, 2013 | | $ | 562 | | | | | | | | | |
Warranty expense | | | 660 | | | | | | | | | |
Payments | | | (695 | ) | | | | | | | | |
Balance at December 31, 2014 | | $ | 527 | | | | | | | | | |
Warranty liability included in accrued expenses | | $ | 475 | | | | | | | | | |
Long term warranty liability | | | 52 | | | | | | | | | |
Balance at December 31, 2014 | | $ | 527 | | | | | | | | | |
Long-Term Liabilities | Long-Term Liabilities |
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Long term liabilities consisted of the following at December 31 (in thousands): |
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| | 2014 | | | 2013 | | | | | |
Deferred revenue | | $ | 751 | | | $ | 601 | | | | | |
Technology licensing agreement | | | - | | | | 88 | | | | | |
Warranty liability | | | 52 | | | | 33 | | | | | |
Sublease deposits | | | 18 | | | | 19 | | | | | |
| | $ | 821 | | | $ | 741 | | | | | |
Stock-Based Compensation Expense | Stock-Based Compensation Expense |
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We account for our stock-based compensation using the Black Scholes option valuation model. Stock-based compensation cost is estimated at the grant date based on the fair-value of the award and is recognized as expense ratably over the requisite service period of the award, generally four years. We develop our estimates of expected life and forfeitures based on historical data. We estimate stock price volatility based on historical volatilities. The risk-free rates are based on the U.S. Treasury yield in effect at the time of grant. Details of our stock-based compensation include the following (in thousands): |
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| | 2014 | | | 2013 | | | 2012 | |
Stock-based compensation expense by caption: | | | | | | | | | |
Cost of product revenue | | $ | 110 | | | $ | 254 | | | $ | 216 | |
Cost of service and other revenue | | | 111 | | | | 116 | | | | 70 | |
Research and development | | | 207 | | | | 204 | | | | 153 | |
Selling and marketing | | | 370 | | | | 587 | | | | 484 | |
General and administrative | | | 342 | | | | 539 | | | | 486 | |
| | $ | 1,140 | | | $ | 1,700 | | | $ | 1,409 | |
Stock-based compensation expense by type of award: | | | | | | | | | | | | |
Stock options | | $ | 1,068 | | | $ | 1,488 | | | $ | 1,213 | |
Restricted stock awards | | | 72 | | | | 212 | | | | 196 | |
| | $ | 1,140 | | | $ | 1,700 | | | $ | 1,409 | |
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Assumptions used in the Black-Scholes model for our stock plans are presented below: |
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| | 2014 | | | 2013 | | | 2012 | |
Weighted average expected life in years | | 6.27 years | | | 6.35 years | | | 6.83 years | |
Weighted average expected volatility | | | 75 | % | | | 76 | % | | | 77 | % |
Volatility Range | | | 73%-76 | % | | | 75%-76 | % | | | 75%-78 | % |
Risk-free interest rate range | | | 1.96%-2.12 | % | | | 1.13%-2.38 | % | | | 0.63%-1.00 | % |
Weighted average forfeiture rate | | | 29.7 | % | | | 18.9 | % | | | 17 | % |
Income Taxes | Income Taxes |
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We account for income taxes using the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not such assets will not be realized. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. |
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We recognize the financial statement benefit of a tax position that does not meet the more-likely-than-not threshold only after the statute of limitations expire of the relevant tax authority sustains the Company’s position following an audit. For tax positions meeting the more likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon the ultimate settlement with the relevant tax authority. At December 31, 2014 and 2013, the Company had no material unrecognized tax benefits. |
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The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2014, the Company had no accrued or expensed interest or penalties related to uncertain tax positions. |
Segment Reporting | Segment Reporting |
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Active Power’s chief operating decision makers allocate resources and assess the performance of its power management product development and sales activities as one segment. |
Concentration of Credit Risk | Concentration of Credit Risk |
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Financial instruments which potentially subject Active Power to concentrations of credit risk consist of cash and cash equivalents, investments and accounts receivable. Active Power’s cash and cash equivalents and investments are placed with high credit quality financial institutions and issuers. From time to time, we may have amounts on deposit with financial institutions that are in excess of the federally insured limit. We have not experienced any losses on deposits of cash and cash equivalents. |
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Active Power performs credit evaluations of its customers’ financial condition prior to entering into commercial transactions. We generally require letters of credit or prepayments from higher-risk customers as deemed necessary to ensure collection. Our allowance for doubtful accounts is estimated based on factors related to the credit risk of each customer. Individual receivables are written off after they have been deemed uncollectible. We also purchase several components from sole source or limited source suppliers. |
Economic Dependence | Economic Dependence |
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We are significantly dependent on our relationships with HP and Caterpillar. If these relationships are unsuccessful or discontinue, our business and revenue may suffer. The loss of, or a significant reduction in, orders from HP or Caterpillar, or the failure to provide adequate service and support to the end-users of our products by HP or Caterpillar, could significantly reduce our revenue. Our operating results in the foreseeable future will continue to depend on the sales made by a relatively small number of customers, including HP and Caterpillar. |
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The following customers accounted for a significant percentage of Active Power’s total revenue during each of the years ended December 31: |
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| | 2014 | | | 2013 | | | 2012 | |
Caterpillar | | | 18 | % | | | 14 | % | | | 13 | % |
HP | | | 1 | % | | | 22 | % | | | 35 | % |
European based IT Customer | | | - | | | | - | | | | 12 | % |
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No other customer represented more than 10% of our revenues in any of the years reported. Caterpillar represented 18% and 23% of our outstanding accounts receivable at December 31, 2014 and 2013, respectively. HP represented 22% of our outstanding receivables at December 31, 2013. |
Advertising Costs | Advertising Costs |
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We expense advertising costs as incurred. These expenses were immaterial in 2014, 2013, and 2012, respectively. |
Net (Loss) Per Share | Net Loss Per Share |
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The following table sets forth the computation of basic and diluted net loss per share (in thousands) for the years ended December 31: |
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| | 2014 | | | 2013 | | | 2012 | |
Net loss | | $ | (12,827 | ) | | $ | (8,351 | ) | | $ | (1,922 | ) |
Basic and diluted: | | | | | | | | | | | | |
Weighted-average shares of common stock outstanding used in computing basic and diluted net loss per share | | | 22,494 | | | | 19,329 | | | | 18,584 | |
Basic and diluted net loss per share | | $ | (0.57 | ) | | $ | (0.43 | ) | | $ | (0.10 | ) |
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The calculation of diluted net loss per share excludes 2,399,890, 2,407,664, and 1,882,584 shares of common stock issuable upon exercise of employee stock options as of December 31, 2014, 2013, and 2012, respectively, and 21,994, 53,038, and 200,071 non-vested shares of common stock issuable upon exercise of restricted stock awards as of December 31, 2014, 2013, and 2012, respectively, because their inclusion in the calculation would be anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
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In August 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, (“ASU 2014-15”), “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern”. ASU 2014-15 requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise to substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company does not expect that the adoption of this standard will have a material effect on its financial statements. |
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In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers”, “Topic 606”. This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance, and creates a Topic 606 Revenue from Contracts with Customers. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company will adopt this guidance January 1, 2017 as required. We are evaluating the new guidelines to see if they will have a significant impact on our consolidated results of operation, financial condition or cash flows. |