Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 09, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 | |
Entity Registrant Name | EVOLVING SYSTEMS INC | |
Trading Symbol | evol | |
Entity Central Index Key | 1,052,054 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 12,117,014 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 8,522 | $ 7,562 |
Contract receivables, net of allowance for doubtful accounts of $786 and $970 at September 30, 2018 and December 31, 2017, respectively | 7,689 | 10,151 |
Unbilled work-in-progress, net of allowance for doubtful accounts of $536 and $107 at September 30, 2018 and December 31, 2017, respectively | 3,880 | 5,823 |
Prepaid and other current assets | 1,509 | 2,053 |
Total current assets | 21,600 | 25,589 |
Property and equipment, net | 187 | 258 |
Amortizable intangible assets, net | 4,829 | 5,613 |
Goodwill | 24,857 | 25,216 |
Deferred income taxes, net | 440 | 274 |
Total assets | 51,913 | 56,950 |
Current liabilities: | ||
Term loans - current portion | 3,577 | 2,805 |
Accounts payable and accrued liabilities | 4,299 | 6,890 |
Contingent earn-out | 824 | 396 |
Income taxes payable | 415 | 1,107 |
Unearned revenue | 4,720 | 5,397 |
Total current liabilities | 13,835 | 16,595 |
Long-term liabilities: | ||
Term loans, net of current portion | 3,393 | 5,942 |
Total liabilities | 17,228 | 22,537 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 2,000,000 shares authorized; no shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively | ||
Common stock, $0.001 par value; 40,000,000 shares authorized; 12,295,903 shares issued and 12,117,014 outstanding as of September 30, 2018 and 12,119,961 shares issued and 11,941,072 outstanding as of December 31, 2017 | 12 | 12 |
Additional paid-in capital | 99,107 | 98,517 |
Treasury stock, 178,889 shares as of September 30, 2018 and December 31, 2017, at cost | (1,253) | (1,253) |
Accumulated other comprehensive loss | (9,712) | (8,202) |
Accumulated deficit | (53,469) | (54,661) |
Total stockholders' equity | 34,685 | 34,413 |
Total liabilities and stockholders' equity | $ 51,913 | $ 56,950 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Condensed Consolidated Balance Sheets [Abstract] | ||
Allowance for doubtful accounts receivable | $ 786 | $ 970 |
Allowance for doubtful unbilled work-in-progress | $ 536 | $ 107 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 12,295,903 | 12,119,961 |
Common stock, shares outstanding | 12,117,014 | 11,941,072 |
Treasury stock, shares | 178,889 | 178,889 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
REVENUE | ||||
Total revenue | $ 7,420 | $ 7,547 | $ 23,715 | $ 19,644 |
COSTS OF REVENUE AND OPERATING EXPENSES | ||||
Costs of revenue, excluding depreciation and amortization | 2,357 | 2,569 | 8,105 | 5,678 |
Sales and marketing | 1,663 | 1,439 | 4,899 | 3,485 |
General and administrative | 1,511 | 1,562 | 5,439 | 3,555 |
Product development | 1,074 | 356 | 2,882 | 1,499 |
Depreciation | 20 | 55 | 101 | 156 |
Amortization | 240 | 226 | 733 | 618 |
Restructuring | 131 | 131 | ||
Total costs of revenue and operating expenses | 6,865 | 6,338 | 22,159 | 15,122 |
Income from operations | 555 | 1,209 | 1,556 | 4,522 |
Other income (expense) | ||||
Interest income | 23 | 1 | 53 | 2 |
Interest expense | (120) | (91) | (369) | (234) |
Other income | 71 | 58 | ||
Foreign currency exchange income (loss) | 362 | (176) | 498 | (568) |
Other income (expense), net | 336 | (266) | 240 | (800) |
Income from operations before income taxes | 891 | 943 | 1,796 | 3,722 |
Income tax expense | 342 | 184 | 604 | 888 |
Net income | $ 549 | $ 759 | $ 1,192 | $ 2,834 |
Basic income per common share - net income | $ 0.05 | $ 0.06 | $ 0.10 | $ 0.24 |
Diluted income per common share - net income | $ 0.05 | $ 0.06 | $ 0.10 | $ 0.24 |
Weighted average basic shares outstanding | 12,117 | 11,940 | 12,103 | 11,932 |
Weighted average diluted shares outstanding | 12,124 | 11,992 | 12,124 | 11,975 |
License Fees [Member] | ||||
REVENUE | ||||
Total revenue | $ 255 | $ 1,068 | $ 839 | $ 2,131 |
Services [Member] | ||||
REVENUE | ||||
Total revenue | $ 7,165 | $ 6,479 | $ 22,876 | $ 17,513 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Condensed Consolidated Statements Of Comprehensive (Loss) Income [Abstract] | ||||
Net income | $ 549 | $ 759 | $ 1,192 | $ 2,834 |
Other comprehensive (loss) income | ||||
Foreign currency translation (loss) income | (569) | 314 | (1,510) | 1,481 |
Comprehensive (loss) income | $ (20) | $ 1,073 | $ (318) | $ 4,315 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement Of Changes In Stockholders' Equity - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 12 | $ 98,517 | $ (1,253) | $ (8,202) | $ (54,661) | $ 34,413 |
Balance, shares at Dec. 31, 2017 | 11,941,072 | 11,941,072 | ||||
Stock option exercises, shares | 1,857 | |||||
Common stock issued pursuant to the Employee Stock Purchase Plan, shares | 85 | |||||
Restricted stock vested, shares | 174,000 | |||||
Share based compensation expense | 590 | $ 590 | ||||
Net income | 1,192 | 1,192 | ||||
Foreign currency translation loss | (1,510) | (1,510) | ||||
Balance at Sep. 30, 2018 | $ 12 | $ 99,107 | $ (1,253) | $ (9,712) | $ (53,469) | $ 34,685 |
Balance, shares at Sep. 30, 2018 | 12,117,014 | 12,117,014 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 1,192 | $ 2,834 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 101 | 156 |
Amortization of intangible assets | 733 | 618 |
Amortization of debt issuance costs | 8 | 10 |
Share based compensation expense | 590 | 486 |
Bad debt expense, net | 410 | |
Change in fair value of contingent earn-out | 413 | |
Unrealized foreign currency transaction (income) loss, net | (498) | 568 |
Provision for deferred income taxes | (165) | (335) |
Change in operating assets and liabilities: | ||
Contract receivables | 2,098 | (2,474) |
Unbilled work-in-progress | 1,137 | (1,225) |
Prepaid and other assets | 235 | 562 |
Accounts payable and accrued liabilities | (2,927) | (759) |
Unearned revenue | (501) | 1,831 |
Other long-term obligations | 376 | |
Net cash provided by operating activities | 2,826 | 2,648 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (48) | (71) |
Business combinations, net of cash received | (5,938) | |
Net cash used in investing activities | (48) | (6,009) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Capital lease payments | (1) | |
Proceeds from term loans | 4,730 | |
Principal payments on notes payable | (1,763) | (1,500) |
Payments for debt issuance costs | (20) | |
Proceeds from the issuance of stock | 29 | |
Net cash (used in) provided by financing activities | (1,763) | 3,238 |
Effect of exchange rate changes on cash and cash equivalents | (55) | 86 |
Net increase (decrease) in cash and cash equivalents | 960 | (37) |
Cash and cash equivalents at beginning of period | 7,562 | 7,614 |
Cash and cash equivalents at end of period | 8,522 | 7,577 |
Supplemental disclosure of cash and non-cash transactions: | ||
Income taxes paid | 1,623 | 1,320 |
Property and equipment purchased and included in accounts payable | $ 35 | |
Measurement period adjustment to goodwill and intangible assets | $ 281 |
Basis Of Presentation
Basis Of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Basis Of Presentation [Abstract] | |
Basis Of Presentation | NOTE 1 — BASIS OF PRESENTATION Organization — Evolving Systems, Inc. (“we,” “us,” “our,” the “Company”, and “Evolving Systems”) is a provider of real-time digital engagement solutions and services of software solutions and services to the wireless carrier and consumer financial services markets . We maintain long-standing relationships with many of the largest wireless companies worldwide. The Company’s portfolio includes market-leading solutions and services for real-time analytics, customer acquisition and activation, customer value management and loyalty for the telecom industry promoting partnerships into retail and financial services. In 2016, we began a shift from selling technology to offering business solutions. The value proposition has moved from cost savings to revenue increases for the carrier and our business model has moved from classic capital expenditure license and services to operating expenditure models based on recurring managed services with performance fees. Our software solution platforms enable carriers’ marketing departments to innovate, execute and manage highly-personalized and contextually-relevant, interactive campaigns that engage consumers in real time and enhance customer retention through deploying loyalty programs. Our service activation solution, Tertio® (“TSA”) is used to activate bundles of voice, video and data services for wireless, wireline and cable network operators; our SIM card activation solution, Dynamic SIM Allocation TM (“DSA”), is used to dynamically allocate and assign resources to Mobile Network Operators (“MNOs”) devices that rely on SIM cards; our Mobile Data Enablement TM (“MDE”) solution provides a data consumption and policy management solution for wireless carriers and Mobile Virtual Network Operators (“MVNOs”) that monitor the usage and consumption of data services; our Total Number Management™ (“TNM”) product is a scalable and fully automated database solution that enables operators to reliably and efficiently manage their telephone numbers as well as other communication identifiers (i.e. SIMs, MSISDNs IMSIs, ICCIDs, IPs). Our solutions can be deployed on premise or as a Software-as-a-Service (“SaaS”). In July 2017 we completed the acquisition of Business Logic Systems (“BLS”). BLS, headquartered in Newbury, United Kingdom, specializes in data-driven customer value management and customer engagement solutions that have been implemented in over 20 mobile operators in Europe, Africa, Asia-Pacific and the Caribbean. BLS solutions turn customer data into actionable insights and personalized contextual offers. Customer engagement occurs through in-bound and out-bound offers and is further extended through a suite of loyalty and retention solutions. In September 2017 we completed the acquisition of four business operating units of Lumata Holdings Ltd. (the “Lumata Entities”). The Lumata Entities are a leading global provider of real-time, next generation loyalty and customer lifecycle management software and services that helps businesses gain value from their customer data for relevant and contextual insights and actions of value to both customers and enterprises. Its customers include mobile operators including Orange, Telefonica and other Tier-1 and emerging operators in Europe and around the world. We believe the acquisitions of BLS and the Lumata Entities further reinforced our commitment to the customer acquisition and customer value management (“CVM”) domains that began with the acquisition of Sixth Sense Media (“ Evolving Systems NC, Inc.”) . With these recent acquisitions, we now have a customer base of more than 100 customers spanning 64 countries across the world. The experienced team and technology from BLS, which provides actionable insights and relevant offers based on customer data, greatly complements our software portfolio and 25 years of expertise in customer acquisition, activation and retention. The technology further expands our Managed Services platform for delivering on-tap strategic and tactical solutions. The Lumata Entities' value lies in its patented technology, industry expertise and strong customer relationships, in particular, those across Western Europe. Led by the explosive growth in mobile, the next generation of CVM is moving beyond traditional CRM and points-based loyalty systems to highly personalized and contextual, real-time, omni-channel consumer engagement in multiple verticals including telecom, finance, and retail. Interim Condensed Consolidated Financial Statements — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conformity with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures included in these consolidated financial statements are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements, and in our opinion reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements. The results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that we will have for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to those statements for the year ended December 31, 2017 included in our Annual Report on Form 10-K. We have reclassified certain prior-year amounts to conform to the current-year’s presentation. Use of Estimates — The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. We made estimates with respect to revenue recognition for progress toward completion and direct profit or loss on contracts, allowance for doubtful accounts, income tax valuation allowance, fair values of long-lived assets, valuation of intangible assets and goodwill, useful lives for property, equipment and intangible assets, business combinations, capitalization of internal software development costs and fair value of stock-based compensation amounts. Actual results could differ from these estimates. Foreign Currency — Our functional currency is the U.S. dollar. The functional currency of our foreign operations, generally, is the respective local currency for each foreign subsidiary. Assets and liabilities of foreign operations denominated in local currencies are translated at the spot rate in effect at the applicable reporting date. Our condensed consolidated statements of income are translated at the weighted average rate of exchange during the applicable period. The resulting unrealized cumulative translation adjustment is recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Realized and unrealized transaction gains and losses generated by transactions denominated in a currency different from the functional currency of the applicable entity are recorded in other income (loss) in the period in which they occur. Principles of Consolidation — The unaudited condensed consolidated financial statements include the accounts of Evolving Systems, Inc. and subsidiaries, all of which are wholly owned. All significant intercompany transactions and balances have been eliminated in consolidation. Revenue Recognition — Effective January 1, 2018, we adopted Financial Accounting Standards Board (“FASB”) Topic 606, Revenue from Contacts with Customers (“ASC 606”). ASC 606 was applied using the modified retrospective method. Accordingly, comparative periods have not been adjusted and continue to be reported under FASB ASC Topic 605, Revenue Recognition (“ASC 605”). There was no cumulative effect of the initial application to be recognized as an adjustment to opening retained earnings at January 1, 2018 as the adoption did not have a material impact on the Company’s results of operations or financial condition. The majority of our license fees and services revenue is generated from fixed-price contracts, this provides for licenses to our software products and services that customize such software to meet our customers’ needs. In most instances, customization services are determined to be essential to the functionality of the delivered software. Under ASC 606, revenue is recognized when our customer obtains control of promised goods or services in an amount that reflects the consideration we expect to receive in exchange for those goods or services. We measure revenue based on consideration specified in a contract with a customer and exclude any sales incentives. Furthermore, we recognize revenue when we satisfy a performance obligation by transferring control over the service to our customer. A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. Our customers typically receive the benefit of our services as they are performed. Substantially all customer contracts provide that we are compensated for services performed to date. Losses on fixed-price projects are recorded when identified. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer, are excluded from revenue. Nature of goods and services The following is a description of our products and services from which we generate revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each: i. License Revenue License fees represent the fees we receive from the licensing of our software products. In most instances, customization services are determined to be essential to the functionality of the delivered software. The license along with the customization services are transferred to our customers over time. In arrangements where the services are not essential to the functionality of the delivered software, we recognize license revenue when the license agreement has been approved and the software has been delivered. We can identify each party’s rights, payment terms, and commercial substance of the content. Where applicable, we identify multiple performance obligations and record as revenue as the performance obligations are fulfilled based on their estimated allocated value. The selection of the method to measure progress towards completion requires judgment and is based on the extent of progress towards completion of the performance obligation. ii. Customer Support Revenue Customer support services includes annual support fees, recurring maintenance fees, warranty support fees and minor product upgrades. The warranty support fees represent a separate performance obligation that is provided for up to a year with initial license purchase. The Company allocates the contract transaction price related to warranty support fees based on pricing consistent with what we would offer to other market participants. Upon the conclusion of the warranty period, the customer can choose to continue to receive support and maintenance services via our customer support offerings. We recognize revenue from our support ratably over the service contract period. iii. Services Revenue We recognize revenue from fixed-price service contracts using the input method of accounting. Under the input method, revenue is recognized revenue on the basis of an entity’s efforts or inputs toward satisfying a performance obligation. We recognize revenue from professional services provided pursuant to time-and-materials based contracts and training services as the services are performed, as that is when our performance obligation to our customers under such arrangements is fulfilled. iv. Managed Services We recognize revenue from our managed services contracts primarily over the service contract period. On occasion, our managed services contracts will contain a specified number of hours to work over the term of the contract. Revenue for this type of managed service contract is recognized using the input method of accounting, as previously described. Disaggregation of revenue In the following table, revenue is disaggregated by primary geographical market, major products/service lines, and timing of revenue recognition (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Primary geographical markets United Kingdom $ 1,512 $ 1,381 $ 4,945 $ 3,858 Other 5,908 6,166 18,770 15,786 $ 7,420 $ 7,547 $ 23,715 $ 19,644 Major products/service lines Licensing fees $ 255 $ 1,068 $ 839 $ 2,131 Customer support, including warranty support fees 2,481 2,343 7,602 6,380 Services 2,034 2,532 7,337 6,408 Managed services 2,650 1,604 7,937 4,725 Total services 7,165 6,479 22,876 17,513 $ 7,420 $ 7,547 $ 23,715 $ 19,644 Timing of revenue recognition Products transferred at a point in time $ 187 $ 109 $ 509 $ 710 Products and services transferred over time 7,233 7,438 23,206 18,934 $ 7,420 $ 7,547 $ 23,715 $ 19,644 Contract balances The following table provides information about receivables, assets, and liabilities from contracts with customers (in thousands): September 30, 2018 December 31, 2017 Assets Contract receivables, net $ 7,689 $ 10,151 Unbilled work-in-progress, net $ 3,880 $ 5,823 Liabilities Unearned revenue $ 4,720 $ 5,397 Contract receivables are recorded at the invoiced amount and do not bear interest. Credit is extended based on the evaluation of a customer’s financial condition and collateral is not required. Unbilled work-in-progress is revenue which has been earned but not invoiced. The contract assets are transferred to the receivables when invoiced. The contract liabilities primarily relate to unearned revenue. Amounts billed in advance of performance obligations being satisfied are booked as unearned revenue. Transaction price allocated to the remaining performance obligations Remaining performance obligations represent the transaction price of firm orders for which work has not been performed as of the period end date and excludes unexercised contract options and potential orders under ordering-type contracts (e.g., indefinite-delivery, indefinite-quantity). As of September 30, 2018, the aggregate amount of the transaction price allocated to remaining performance obligations with lives greater than one-year totals $2.0 million. The Company expects approximately 80% of remaining performance obligations to be recognized into revenue within the next twelve months, with the remaining 20% recognized thereafter. We apply the practical expedient in paragraph 606-10-50-14 and do not disclose information about remaining performance obligations that have original expected durations of one-year or less. We apply the transition practical expedient in paragraph 606-10-65-1(f)(3) and do not disclose the amount of the transaction price allocated to the remaining performance obligations and an explanation of when we expect to recognize that amount as revenue. Additionally, applying the practical expedient in paragraph 340-40-25-4, the Company recognizes the incremental costs of obtaining contracts (i.e., commissions) as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one-year or less. Stock-based Compensation — We account for stock-based compensation by applying a fair-value-based measurement method to account for share-based payment transactions with employees and directors. We record compensation costs associated with the vesting of unvested options on a straight-line basis over the vesting period. Stock-based compensation is a non-cash expense because we settle these obligations by issuing shares of our common stock instead of settling such obligations with cash payments. We use the Black-Scholes model to estimate the fair value of each option grant on the date of grant. This model requires the use of estimates for expected term of the options and expected volatility of the price of our common stock. Income Taxes — We record deferred tax assets and liabilities for the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the accompanying condensed consolidated balance sheets, as well as operating losses and tax credit carry-forwards. We measure deferred tax assets and liabilities using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. We reduce deferred tax assets by a valuation allowance if, based on available evidence, it is more likely than not that these benefits will not be realized. We use a recognition threshold and a measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Segment Information — We define operating segments as components of our enterprise for which separate financial information is reviewed regularly by the chief operating decision-makers to evaluate performance and to make operating decisions. We have identified our Chief Executive Officer and Senior Vice President of Finance as our chief operating decision-makers (“CODM”). These chief operating decision makers review revenues by segment and review overall results of operations. We currently operate our business as one operating segment which includes two revenue types: license fees revenue and services revenue (as shown on the condensed consolidated statements of income). License fees revenue represents the fees received from the license of software products. Services revenue includes services directly related to the delivery of the licensed products, such as fees for custom development, integration services, SaaS service, managed services, annual support fees, recurring maintenance fees, fees for maintenance upgrades and warranty services. Warranty services that are similar to software maintenance services are typically bundled with a license sale. Recent Accounting Pronouncements — In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to put most leases on their balance sheets by recognizing a lessee’s rights and obligations, while expenses will continue to be recognized in a similar manner to today’s legacy lease accounting guidance. In July 2018, the FASB issued Accounting Standards Update No 2018-10, “Codification Improvements to Topic 842 Leases” (“ASU 2018-10”). ASU 2018-10 provides narrow amendments to clarify how to apply certain aspects of the new lease standard. In July 2018, the FASB issued ASU 2018-11, Leases – Targeted Improvements ("ASU 2018-11") which provides an additional (and optional) transition method to recognize the cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. ASU 2018-11 also provides lessor with the practical expedient to not separate non-lease components from associated lease component under limited circumstances. We are continuing to evaluate this guidance and the impact to us, as both lessor and lessee, on our consolidated financial statements. The effective date and transition requirements for ASU 2016-02, ASU 2018-01, ASU 2018-10 and ASU 2018-11 are the same. This ASU could also significantly affect the financial ratios used for external reporting and other purposes, such as debt covenant compliance. This ASU will be effective for us on January 1, 2019, with early adoption permitted. We are currently in the process of assessing the impact of this ASU on our condensed consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220); Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this ASU allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. Consequently, the amendments eliminate the stranded tax effects resulting from the Act and will improve the usefulness of information reported to financial statement users. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted in any interim period after issuance of the ASU. We are currently in the process of assessing the impact of this ASU on our condensed consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to nonemployees. This ASU expands the scope of ASC Topic 718, Compensation - Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to nonemployees for goods and services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. ASU 2018-07 supersedes ASC Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. We are currently in the process of assessing the impact of this ASU on our condensed consolidated financial statements. Recently Adopted Accounting Pronouncements — In November 2016, the FASB issued ASU 2016-18 , Restricted Cash (Topic 230): Statement of Cash Flows (“ASU No. 2016-18”). ASU No. 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Restricted cash and restricted cash equivalents will be included with cash and cash equivalents when reconciling the beginning of period and end of period balances on the statement of cash flows upon adoption of this standard. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2018 | |
Acquisitions [Abstract] | |
Acquisitions | NOTE 2 — ACQUISITIONS Business Logic Systems On July 3, 2017, we completed the purchase by BLS Limited (“EVOL BLS”), a wholly owned subsidiary of Evolving Systems, Inc., a Delaware corporation, of Business Logic Systems Limited (“Seller”). EVOL BLS and Seller are both companies incorporated under the laws of England and Wales. Under the terms of the Asset Purchase Agreement, dated as of May 5, 2017 (the “Purchase Agreement”), the Seller agreed to sell substantially all of its assets and transfer certain liabilities relating to Seller’s business of providing customer value management solutions and data driven marketing solutions for £1.2 million ( $1.6 million) in cash, plus (a) an additional sum of £100,000 ( $134,000 ), which was reduced in full by the sums paid by EVOL BLS to certain employees’ severance obligations (collectively, the “Cash Payments”); (b) a percentage of collections on certain receivables over a 24 month period; and (c) an earnout equal to 50% of BLS based revenue over $4.8 million per year for 3 years after the closing date. The Company agreed to guarantee EVOL BLS’ obligations under the Purchase Agreement. The Purchase Agreement contains a two year “no solicitation” provision which restricts the Seller’s ability to compete with EVOL BLS with respect to the BLS business or to solicit BLS customers or BLS employees serving in an executive, managerial, sales or technical role. We accounted for this business combination by applying the acquisition method, and accordingly, the purchase price was allocated to the assets and liabilities assumed based upon their fair values at the acquisition date. The excess of the purchase price over the net assets and liabilities, approximately $0.3 million, was recorded as goodwill. The results of EVOL BLS’s operations have been included in the consolidated financial statements since the acquisition date. The amortization of the intangible assets is deductible for tax purposes. During the second quarter of 2018, we identified and recorded measurement period adjustments to our preliminary purchase price allocation that was disclosed in our Form 10-K for the fiscal year ended December 31, 2017. These adjustments are reflected in the tables below. If the measurement period adjustments were reflected in the Form 10-K, it would have increased operating expenses by approximately $1,000 consisting of increases to amortization expense. The measurement period adjustments were the result of additional analysis performed and updated information. When we acquired EVOL BLS on July 3, 2017 , we agreed to make up to three annual cash payments equal to 50 % of the EVOL BLS revenue in excess of $4.8 million for the 12-month periods ending July 3, 2018, 2019 and 2020. The Company also agreed to guarantee the EVOL BLS obligations under the Purchase Agreement. As of June 30, 2018, we estimated the total annual cash payments for the three 12-month periods to be $0.8 million which is a $0.4 million increase from our $0.4 million estimate as of December 31, 2017. This amount is shown in the contingent earnout financial statement line item on our unaudited condensed consolidated balance sheet at September 30, 2018. We recognized $0.4 million in the other income (expense) financial statement line item on our unaudited condensed consolidated statements of income prior to the three months but included in the nine months ended September 30, 2018, respectively, as a result of our increased obligation. On November 2, 2018, we paid the $0.8 million in contingent earn-out liability for the EVOL BLS acquisition . The following table summarizes the purchase price and fair values of the assets acquired and liabilities assumed at the date of acquisition as disclosed in the Form 10-K and as adjusted for measurement period adjustments identified during the current quarter (in thousands): At July 3, 2017 (preliminary) Measurement Period Adjustments At July 3, 2017 (adjusted) Total cash consideration $ 1,553 $ - $ 1,553 Earnout 380 47 427 Total purchase price $ 1,933 $ 47 $ 1,980 At July 3, 2017 (preliminary) Measurement Period Adjustments At July 3, 2017 (adjusted) Contract receivables $ 1,037 $ - $ 1,037 Unbilled work-in-progress 1,039 - 1,039 Intangible assets 246 18 264 Prepaid and other current assets 437 - 437 Other assets, non-current 55 - 55 Total identifiable assets acquired 2,814 18 2,832 Accounts payable and accrued liabilities $ 792 $ - $ 792 Deferred revenue 338 - 338 Total identifiable liabilities acquired 1,130 - 1,130 Net identifiable assets acquired 1,684 18 1,702 Goodwill 249 29 278 Net assets acquired $ 1,933 $ 47 $ 1,980 Lumata On September 4, 2017, Evolving Systems Holdings Limited (“EVOL Holdings”), a wholly owned subsidiary of Evolving Systems, Inc., completed the acquisition under a Share Purchase Agreement (the “Purchase Agreement”) with Lumata Holdings Limited (“Lumata Holdings” or “Seller”) and Francisco Partners III (Cayman) L.P., as Guarantor (the “Acquisition”). EVOL Holdings acquired all of the issued and outstanding shares of four Lumata Holdings subsidiaries, Lumata France SAS, Lumata Spain S.L., Lumata UK Ltd and Lumata Deutschland GmbH (collectively, “Lumata Entities”) in exchange for a cash payment totaling €4.0 million ( $4.8 million), subject to certain adjustments. The Seller and certain members of the Seller’s management entered into Management Warranty Deeds to secure Lumata Holdings’ representations and warranties under the Purchase Agreement and, to the extent the amounts provided under the Management Warranty Deeds are not sufficient to satisfy post-closing claims, EVOL Holdings may seek recovery from the Guarantor in an amount not to exceed €400,000 ( $476,000 ). EVOL Holdings and Seller are both companies incorporated under the laws of England and Wales. We accounted for this business combination by applying the acquisition method, and accordingly, the purchase price was allocated to the assets and liabilities assumed based upon their fair values at the acquisition date. The excess of the purchase price over the net assets and liabilities, approximately $3.3 million, was recorded as goodwill. The Company is in the process of finalizing the purchase price allocation, thus the provisional measures of deferred income taxes, intangibles and goodwill are subject to change. The results of the Lumata Entities’ operations have been included in the consolidated financial statements since the acquisition date. The amortization of the intangible assets is not deductible for tax purposes. During the second and third quarter of 2018, we identified and recorded measurement period adjustments to our preliminary purchase price allocation that was disclosed in our Form 10-K for the fiscal year ended December 31, 2017. These adjustments are reflected in the tables below. If the measurement period adjustments were reflected in the Form 10-K, it would have resulted in no change in operating expenses. The measurement period adjustments were the result of additional analysis performed and information identified during the second quarter of 2018 based on facts and circumstances that existed as of the purchase date. The following table summarizes the purchase price and fair values of the assets acquired and liabilities assumed at the date of acquisition as disclosed in the Form 10-K and as adjusted for measurement period adjustments identified during the current quarter (in thousands): At September 4, 2017 (preliminary) Measurement Period Adjustments At September 4, 2017 (adjusted) Total Cash Consideration $ 4,766 $ - $ 4,766 Total purchase price $ 4,766 $ - $ 4,766 At September 4, 2017 (preliminary) Measurement Period Adjustments At September 4, 2017 (adjusted) Cash and cash equivalents $ 386 $ - $ 386 Contract receivables 1,444 - 1,444 Unbilled work-in-progress 110 (82) 28 Intangible assets 1,935 - 1,935 Prepaid and other current assets 1,539 - 1,539 Other assets, non-current 19 - 19 Total identifiable assets acquired 5,433 (82) 5,351 Accounts payable and accrued liabilities $ 3,086 $ - $ 3,086 Deferred tax liability 329 - 329 Deferred revenue 325 152 477 Total identifiable liabilities acquired 3,740 152 3,892 Net identifiable assets acquired 1,693 (234) 1,459 Goodwill 3,073 234 3,307 Net assets acquired $ 4,766 $ - $ 4,766 Pro Forma The following table presents the unaudited pro forma results of the Company for the three and nine months ended September 30, 2018 and 2017 as if the acquisitions of EVOL BLS and Lumata Entities occurred on January 1, 2017. The pro forma results include estimates and assumptions which management believes are necessary. For EVOL BLS, which was acquired on July 3, 2017, there is no unaudited pro forma revenue or net income (loss) for the three months ended September 30, 2017 and proforma unaudited revenue was $1.4 million and net loss was $2.0 million for the nine months ended September 30, 2017. For the Lumata entities acquired on September 4, 2017, the unaudited pro forma revenue was $0.9 million and $4.6 million and net losses were $0.3 million and $0.2 million for the three and nine months ended September 30, 2017, respectively. The amortization expense was $0.04 million for the three months and $0.2 million for the nine months ended September 30, 2017. However, the pro forma results do not include any anticipated cost savings or their effects of the planned integration of EVOL BLS and Lumata Entities and are not necessarily indicative of the results that would have occurred if the business combination had been in effect on the dates indicated, or which may result in the future. The pro forma information includes adjustments for the amortization of intangible assets. For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Revenue $ 7,420 $ 8,460 $ 23,715 $ 25,652 Net income $ 549 $ 393 $ 1,192 $ 463 EVOL BLS and the Lumata Entities did not have any material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. |
Goodwill And Intangible Assets
Goodwill And Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill And Intangible Assets [Abstract] | |
Goodwill And Intangible Assets | NOTE 3 — GOODWILL AND INTANGIBLE ASSETS Changes in the carrying amount of goodwill were as follows (in thousands): Total Goodwill Balance at December 31, 2017 $ 25,216 Measurement period adjustments 263 Effects of changes in foreign currency exchange rates (1) (622) Balance at September 30, 2018 $ 24,857 (1) Represents the impact of foreign currency translation for instances when goodwill is recorded in foreign entities whose functional currency is also their local currency. Goodwill balances are translated into U.S. dollars using exchange rates in effect at period end. Adjustments related to foreign currency translation are included in other comprehensive income. We performed our annual goodwill impairment test as of July 31, 2018, at which time we had $25.0 million of goodwill. The fair value of the reporting unit was estimated using both market and income-based approaches. Specifically, we incorporated observed market multiple data from selected guideline public companies and values arrived at through the application of discounted cash flow analyses, which in turn were based upon our financial projections as of the valuation date. We believe that a market participant would weigh both possibilities without a bias to one or the other. Consequently, we gave equal consideration to both. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit. If the carrying value of a reporting unit were to exceed its fair value, we would then compare the fair value of the reporting unit’s goodwill to its carrying amount, and any excess of the carrying amount over the fair value would be charged to operations as an impairment loss. If the projected future performance of our segment as estimated in the income valuation approach is adjusted downward or is lower than expected in the future, we could be required to record a goodwill impairment charge. As a result of the first step of the 2018 goodwill impairment analysis, the fair value of the reporting unit exceeded its carrying value by $0.1 million. Therefore, the second step was not necessary. From July 31, 2018, through the date of this report, no events have occurred that we believe may have impaired goodwill. We amortized identifiable intangible assets for Evolving Systems Labs, Evolving Systems NC, EVOL BLS, and the Lumata entities on a straight-line basis over their estimated useful lives. As of September 30, 2018, and December 31, 2017, identifiable intangibles were as follows (in thousands): September 30, 2018 Gross Amount Accumulated Amortization Net Carrying Amount Weighted-Average Amortization Period Purchased software $ 2,921 $ (1,056) $ 1,865 4.9 yrs Trademarks and tradenames 311 (223) 88 2.4 yrs Non-competition 40 (38) 2 0.6 yrs Customer relationships 4,380 (1,506) 2,874 6.1 yrs $ 7,652 (1) $ (2,823) (2) $ 4,829 5.5 yrs December 31, 2017 Gross Amount Accumulated Amortization Net Carrying Amount Weighted-Average Amortization Period Purchased software $ 2,921 $ (743) $ 2,178 7.7 yrs Trademarks and tradenames 310 (189) 121 3.7 yrs Non-competition 40 (35) 5 2.0 yrs Customer relationships 4,363 (1,054) 3,309 8.7 yrs $ 7,634 $ (2,021) (3) $ 5,613 6.8 yrs (1) 2018 increase in gross amount due to measurement period adjustments relating to the EVOL BLS purchase price allocation. See Note 2 – Acquisitions for additional information. (2) Includes functional currency adjustment of $69,000. (3) Includes functional currency adjustment of $1,000. Amortization expense of identifiable intangible assets was $ 0.2 million for both the three months ended September 30, 2018 and 2017, respectively, and $ 0.7 million and $0.6 million for the nine months ended September 30, 2018 and 2017, respectively. Expected future amortization expense related to identifiable intangibles based on our carrying amount as of September 30, 2018 was as follows (in thousands): Twelve months ending September 30, 2019 $ 949 2020 946 2021 946 2022 864 2023 404 Thereafter 720 $ 4,829 |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2018 | |
Balance Sheet Components [Abstract] | |
Balance Sheet Components | NOTE 4 — BALANCE SHEET COMPONENTS The components of accounts payable and accrued liabilities are as follows (in thousands): September 30, 2018 December 31, 2017 Accounts payable and accrued liabilities: Accounts payable $ 944 $ 1,530 Accrued compensation and related expenses 1,753 1,749 Accrued liabilities 1,602 3,611 $ 4,299 $ 6,890 |
Earnings Per Common Share
Earnings Per Common Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Common Share [Abstract] | |
Earnings Per Common Share | NOTE 5 — EARNINGS PER COMMON SHARE We compute basic earnings per share (“EPS”) by dividing net income or loss available to common stockholders by the weighted average number of shares outstanding during the period, including common stock issuable under participating securities. We compute diluted EPS using the weighted average number of shares outstanding, including participating securities, plus all potentially dilutive common stock equivalents. Common stock equivalents consist of stock options and restricted stock. Our policy is to treat unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, as participating securities, included in the computation of both basic and diluted earnings per share. We exclude unvested restricted stock from our basic earnings per share. Our restricted stock, which vests based on the passage of time is included in dilutive earnings per share. Our restricted stock which vests contingent upon the attainment of annual performance goals is included in dilutive earnings per share as the performance goals are achieved. The following is the reconciliation of the denominator of the basic and diluted EPS computations (in thousands, except per share data): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Basic income per common share: Net income $ 549 $ 759 $ 1,192 $ 2,834 Basic weighted average shares outstanding 12,117 11,940 12,103 11,932 Basic income per common share: $ 0.05 $ 0.06 $ 0.10 $ 0.24 Diluted income per common share: Net income $ 549 $ 759 $ 1,192 $ 2,834 Weighted average shares outstanding 12,117 11,940 12,103 11,932 Effect of dilutive securities - options and restricted stock 7 52 21 43 Diluted weighted average shares outstanding 12,124 11,992 12,124 11,975 Diluted income per common share: $ 0.05 $ 0.06 $ 0.10 $ 0.24 For the three months ended September 30, 2018 and 2017, 0.6 million and 0.4 million shares, respectively, underlying stock options were excluded from the dilutive stock calculation because their exercise prices were greater than the average fair value of our common stock for the period. For the nine months ended September 30, 2018 and 2017, 0.6 million and 0.4 million shares, respectively, underlying stock options were excluded from the dilutive stock calculation because their exercise prices were greater than the average fair value of our common stock for the period. For the three and nine months ended September 30, 2018 and 2017, 0.4 million and 0.6 million shares, respectively, of unvested restricted stock were excluded from basic earnings per share, but a portion of the 0. 4 million and 0.6 million shares, respectively, were included in the dilutive EPS calculation with the results being antidilutive. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Share-Based Compensation [Abstract] | |
Share-Based Compensation | NOTE 6 — SHARE-BASED COMPENSATION We recogn ized $ 0.1 million and $0.2 million of compensation expense in the consolidated statements of operations, with respect to our stock-based compensation plans for the three months ended September 30, 2018 and 2017 , and $ 0.6 million and $0.5 million for the nine months ended September 30, 2018 and 2017, respectively. The following table summarizes share-based compensation expenses recorded in the consolidated statement of operations (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Cost of revenue, excluding depreciation and amortization $ 14 $ 4 $ 40 $ 15 Sales and marketing 10 5 30 9 General and administrative 73 199 496 414 Product development - 14 24 48 Total share-based compensation $ 97 $ 222 $ 590 $ 486 Stock Incentive Plans At September 30, 2018 and December 31, 2017, no shares were available for grant under the 2007 Stock Plan, as amended. At September 30, 2018 and December 31, 2017, 0.3 million and 0.7 million options were issued and outstanding under the 2007 Stock Plan as amended, respectively. At September 30, 2018 and December 31, 2017, there were approximately 0.3 million shares and 0.1 million shares available for grant under the 2016 Stock Plan, respectively. The fair market value of restricted shares for share-based compensation expensing is equal to the closing price of our common stock on the date of grant. Of the restrictions on the stock awards granted during the three months ended March 31, 2017, 20% vested in January 2018, and 10% will vest annually beginning on the one-year anniversary of their grant thereafter for four years. The remaining 40% , will be released evenly over four years beginning in 2018 contingent upon the attainment of annual performance goals established by our Board of Directors. In the nine months ended September 30, 2018, the first tranche was forfeited and no compensation was recognized based on not attaining the annual performance goals established. The following is a summary of restricted stock activity under the plans for the nine months ended September 30, 2018: Restricted Stock Number of Shares (in thousands) Unvested restricted stock at December 31, 2017 597 Less restricted stock vested (178) Less restricted stock forfeited/expired (67) Unvested restricted stock at September 30, 2018 352 The following is a summary of stock option activity under the plans for the nine months ended September 30, 2018: Weighted- Average Weighted- Remaining Aggregate Number of Average Contractual Intrinsic Shares Exercise Term Value (in thousands) Price (Years) (in thousands) Options outstanding at December 31, 2017 713 $ 5.71 8.23 $ 128 Less options forfeited/cancelled (114) 5.37 49 Less options exercised (2) 2.03 2 Add options granted 30 2.25 - Options outstanding at September 30, 2018 627 $ 5.62 7.61 $ 22 Options exercisable at September 30, 2018 308 $ 6.70 6.37 $ 15 There were 30,000 and 50,000 stock options granted during the three and nine months ended September 30, 2018 and 2017, respectively. The weighted-average grant-date fair value of stock options granted were $1.84 and $1.92 during the three and nine months ended September 30, 2018 and 2017, respectively. As of September 30, 2018, there were approximately $2.0 million of total unrecognized compensation costs related to unvested stock options and restricted stock. These costs are expected to be recognized over a weighted average period of 2.56 years. The total fair value of stock options vested during the three months ended September 30, 2018 and 2017 was approximately $0.02 million and $0.04 million, respectively. The total fair value of stock options vested during the nine months ended September 30, 2018 and 2017 was approximately $0.02 million and $0.1 million, respectively. Cash received from stock option exercises for the three months ended September 30, 2018 and 2017 was $0 and $3,000 , respectively. Cash received from stock option exercises for the nine months ended September 30, 2018 and 2017 was $900 and $27,000 , respectively. During the nine months ended September 30, 2018, we had no net settlement exercises of stock options. Net settlement exercises during the nine months ended September 30, 2017, resulted in 18,951 shares issued and 75,327 options cancelled in settlement of shares issued. There were no net settlement exercises during the three months ended September 30, 2017. |
Concentration Of Credit Risk
Concentration Of Credit Risk | 9 Months Ended |
Sep. 30, 2018 | |
Concentration Of Credit Risk [Abstract] | |
Concentration Of Credit Risk | NOTE 7 — CONCENTRATION OF CREDIT RISK For the three and nine months ended September 30, 2018, one significant customer (defined as contributing at least 10 %) accounted for 11% of revenue from operations. The significant customer for the three and nine months ended September 30, 2018 is a large telecommunications operator in Europe. For the three months ended September 30, 2017, one significant customer accounted for 12% of revenue from operations. The significant customer for the three months ended September 30, 2017 was a large telecommunications operator in Europe. For the nine months ended September 30, 2017, one significant customer accounted for 13% of revenue from operations. The significant customer for the nine months ended September 30, 2017 was a large telecommunications operator in Europe. As of September 30, 2018 and December 31, 2017, no customers accounted for 10% of contract receivables and unbilled work-in-progress. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2018 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | NOTE 8 — LONG-TERM DEBT On August 16, 2017, we entered into a Term Loan Facility Agreement with East West Bank as lender in the amount of $4.7 million (the “Loan Facility”). The Loan Facility requires the Company to pay an Arrangement Fee (“Origination Fee”) of $23,650 , payable in four equal installments, with the first payment due on the date of the Loan Facility and the remaining three payments on the first, second and third anniversary thereof. The Company also agreed to pay East West Bank’s legal fees in connection with the transaction. The Company may prepay the Loan Facility at any time, in a minimum amount of $250,000 and increments of $50,000 , subject to a prepayment fee of 2% of the amount prepaid, on any prepayment made before the second anniversary date of the Agreement. The unpaid balance of the Loan Facility is due on August 16, 2021 . The Loan Facility includes financial covenants to maintain a minimum current ratio, a specified ratio of Total Liabilities to EBITDA and a minimum fixed charge coverage ratio as well as negative covenants that place restrictions on EVOL Holdings, the Parent and Original Guarantors and the additional obligors’ ability to, among other things: incur additional indebtedness; create liens or other encumbrances on assets; make loans, enter into letters of credit, guarantees, investments and acquisitions; sell or otherwise dispose of assets; declare dividends, cause or permit a change of control; merge or consolidate with another entity; enter into affiliate transactions; and change the nature of its business materially, subject to standard exceptions. On February 29, 2016, we entered into the Fifth Amendment to the Loan and Security Agreement with East West Bank which provides for a Term Loan (the “Term Loan”) for $6.0 million. The $6.0 million Term Loan bears interest at a floating rate equal to the U.S. Prime Rate plus 1.0% . As of S eptember 30, 2018 , the U.S. Prime Rate was 5.25% . The Term Loan is secured by substantially all of the assets of Evolving Systems, including a pledge, subject to certain limitations with respect to stock of foreign subsidiaries, of the stock of the existing and future direct subsidiaries of Evolving Systems. Interest accrues from the date the Term Loan was made at the aforementioned rate and is payable monthly. The Term Loan shall be repaid in 36 equal monthly installments of principal, plus accrued but unpaid interest, commencing on January 1, 2017 and continuing on the first day of each month thereafter through and including January 1, 2020. We must maintain a minimum current ratio, a specified ratio of Total Liabilities to EBITDA and a minimum fixed charge coverage ratio which are as defined in the Term Loan. The Term Loan requires us to pay two annual credit facility fees of $18,750 and legal fee equal to $1,000 . The Term Loan matures on January 1, 2020 . The Term Loan and the Loan Facility (collectively, “Loans”) include negative covenants that place restrictions on the Company’s ability to, among other things: incur additional indebtedness; create liens or other encumbrances on assets; make loans, enter into letters of credit, guarantees, investments and acquisitions; sell or otherwise dispose of assets; cause or permit a change of control; merge or consolidate with another entity; make negative pledges; enter into affiliate transactions; limits the amount of cash distributions to our stockholders’; and change the nature of our business materially. Outstanding amounts under the Term Loan may be accelerated by East West Bank upon the occurrence and continuance of certain events of default. As of September 30, 2018, we are in compliance with the covenants and have a $7.0 million balance under the Term Loan . As of September 30, 2018, our fixed charge ratio, as defined in the Loans, was 1.25 , which met the minimum required 1.25 fixed charge coverage ratio. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Taxes [Abstract] | |
Income Taxes | NOTE 9— INCOME TAXES On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted in the United States. The Tax Act includes a number of changes to existing U.S. tax laws that impact the Company including the reduction of the U.S. corporate income tax rate from 35 percent to 21 percent for tax years beginning after December 31, 2017. The Tax Act also provides for a one-time transition tax on indefinitely reinvested foreign earnings and the acceleration of depreciation for certain assets placed into service after September 27, 2017, as well as prospective changes beginning in 2018, including the elimination of certain domestic deductions and credits, capitalization of research and development expenditures, and additional limitations on the deductibility of executive compensation and interest. The income tax effects of the Tax Act in 2017 recognized in the Company’s financial statements are provisional in accordance with Staff Accounting Bulletin No. 118, which provides SEC staff guidance for the application of ASC Topic 740, Income Taxes, in the reporting period in which the Tax Act was signed into law. As such, the Company’s financial results reflect the income tax effects of the Tax Act for which accounting under ASC Topic 740 is incomplete, but a reasonable estimate could be determined. The Company did not identify items for which the income tax effects of the Tax Act have not been completed and a reasonable estimate could not be determined as of September 30, 2018 and December 31, 2017. We recorded net income tax expense of $0.3 million and $0.2 million for the three months ended September 30, 2018 and 2017, respectively. The net expense during the three months ended September 30, 2018 consisted of current income tax expense of $0.3 million. The current tax expense consists of income tax primarily from our U.K. based operations. The net expense during the three months ended September 30, 2017 consisted of current income tax expense of $0.4 million and a deferred tax benefit of $0.2 million. The current tax expense consists of income tax from our U.S., U.K., France a nd India based operations and unrecoverable foreign withholding taxes in the U.K. The deferred tax benefit was related primarily to the increase of certain net deferred tax assets and amortization of stock options and the intangible assets related to the acquisition of Evolving Systems NC, Inc. in September 2015. We recorded net income tax expense of $0.6 million and $0.9 million for the nine months ended September 30, 2018 and 2017, respectively. The net expense during the nine months ended September 30, 2018 consisted of current income tax expense of $0.9 million and a deferred tax benefit of $0.3 million. The current tax expense consists of income tax primarily from our U.K. based operations. The deferred tax benefit was related primarily to the amortization of deferred tax liabilities in the U.S. The net expense during the nine months ended September 30, 2017 consisted of current income tax expense of $1.2 million and a deferred tax benefit of approximately $0.3 million. The current tax expense consists of income tax from our U.K. and India based operations and unrecoverable foreign withholding taxes in the U.K. Our effective tax rate was 38% and 19% for the three months ended September 30, 2018 and 2017, respectively. The increase in our effective tax rate relates to our net income coming from non-U.S. operations and net losses from our U.S. operations for which we do not recognize a net deferred tax benefit. Our effective tax rate was 34% and 24% for the nine months ended September 30, 2018 and 2017, respectively. The increase in our effective tax rate relates to our net income coming from non-U.S. operations and net losses from our U.S. operations for which we do not recognize a net deferred tax benefit. As of September 30, 2018, and December 31, 2017 we continued to maintain a valuation allowance on our domestic net deferred tax asset for foreign tax credit (“FTC”) carryforwards, certain state NOL carryforwards and research and development tax credits. We have $0.8 million in AMT tax credits that are a deferred tax asset that, as a result of U.S. tax reform, carry no valuation allowance. Our deferred tax assets and liabilities as of September 30, 2018 and December 31, 2017, were comprised of the following (in thousands): September 30, 2018 December 31, 2017 Deferred tax assets: Foreign tax credits carryforwards $ 4,750 $ 4,731 Net operating loss carryforwards 2,847 3,294 Research & development credits 303 303 AMT credits 770 770 Stock compensation 685 570 Depreciable assets 29 33 Accrued liabilities and reserves 256 66 Total deferred tax assets 9,640 9,767 Deferred tax liabilities: Intangibles (1,034) (1,045) Accrued liabilities and reserves (176) (120) Total deferred tax liability (1,210) (1,165) Net deferred tax assets, before valuation allowance 8,430 8,602 Valuation allowance (7,990) (8,328) Net deferred tax asset $ 440 $ 274 Two Indian subsidiaries of SSM were acquired pursuant to the terms of the Agreement and Plan of Merger dated September 30, 2015. We have reason to believe there is uncertainty related to the lack of historical U.S. International reporting for these two foreign subsidiaries, and are in the process of determining whether either or both of these subsidiaries are controlled foreign corporations (“CFCs”) within the meaning of the Internal Revenue Code and related Regulations, or if a “check-the-box” election has taken place to effectively treat one or both of these subsidiaries as disregarded entities for U.S. federal tax reporting purposes. The Company is in the process of obtaining pertinent information to assess the degree of uncertainty and to quantify related costs or liabilities. As of September 30, 2018, and December 31, 2017 we had no liability for unrecognized tax benefits. We conduct business globally and, as a result, Evolving Systems, Inc. or one or more of our subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. Throughout the world, in the normal course of business, we are subject to examination by taxing authorities up until, two years in the U.K. and four years in India, following the end of the accounting period. As of the date of this report, none of our income tax returns are under examination. |
Geographical Information
Geographical Information | 9 Months Ended |
Sep. 30, 2018 | |
Geographical Information [Abstract] | |
Geographical Information | NOTE 10 —GEOGRAPHICAL INFORMATION We are headquartered in Englewood, a suburb of Denver, Colorado. We use customer locations as the basis for attributing revenues to individual countries. We provide products and services on a global basis through our headquarters, our London-based Evolving Systems U.K. subsidiary, EVOL BLS, Lumata Entities and our North Carolina based Evolving Systems NC, Inc. subsidiary. Additionally, personnel in Bangalore Kolkata, India, Grenoble, France and Cluj – Napoca, Romania provide software development and support services to our global operations. Financial information relating to long-lived assets by geographic region is as follows (in thousands): September 30, 2018 December 31, 2017 Long-lived assets, net United States $ 10,745 $ 11,276 United Kingdom 17,252 17,968 Other 1,876 1,843 $ 29,873 $ 31,087 |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | NOTE 11 — COMMITMENTS AND CONTINGENCIES (a) Other Commitments As permitted under Delaware law, we have agreements with officers and directors under which we agree to indemnify them for certain events or occurrences while the officer or director is, or was, serving at our request in this capacity. The term of the indemnification period is indefinite. There is no limit on the amount of future payments we could be required to make under these indemnification agreements; however, we maintain Director and Officer insurance policies, as well as an Employment Practices Liability Insurance Policy, that may enable us to recover a portion of any amounts paid. As a result of our insurance policy coverage, we believe the estimated fair value of these indemnification agreements is minimal. Accordingly, there were no liabilities recorded for these agreements as of September 30, 2018 or December 31, 2017. We enter into standard indemnification terms with customers and suppliers, in the ordinary course of business, for third party claims arising under our contracts. In addition, as we may subcontract the development of deliverables under customer contracts, we could be required to indemnify customers for work performed by subcontractors. Depending upon the nature of the indemnification, the potential amount of future payments we could be required to make under these indemnification agreements may be unlimited. We may be able to recover damages from a subcontractor or other supplier if the indemnification results from the subcontractor’s or supplier’s failure to perform. To the extent we are unable to recover damages from a subcontractor or other supplier, we could be required to reimburse the indemnified party for the full amount. We have never incurred costs to defend lawsuits or settle claims relating to an indemnification. As a result, we believe the estimated fair value of these agreements is minimal. Accordingly, there were no liabilities recorded for these agreements as of September 30, 2018 or December 31, 2017. Our standard license agreements contain product warranties that the software will be free of material defects and will operate in accordance with the stated requirements for a limited period of time. The product warranty provisions require us to cure any defects through any reasonable means. We believe the estimated fair value of the product warranty provisions in the license agreements in place with our customers is minimal. Accordingly, there were no liabilities recorded for these product warranty provisions as of September 30, 2018 or December 31, 2017. Our software arrangements generally include a product indemnification provision whereby we will indemnify and defend a customer in actions brought against the customer for claims that our products infringe upon a copyright, trade secret, or valid patent of a third party. We have not historically incurred any significant costs related to product indemnification claims. Accordingly, there were no liabilities recorded for these indemnification provisions as of September 30, 2018 or December 31, 2017. When we acquired Telespree on October 24, 2013 , we agreed to make a final cash payment on October 24, 2014 of $0.5 million. This payment was subject to reduction for certain claims and we notified the seller’s representative that we were asserting claims against the final cash payment prior to October 24, 2014. The contractually agreed time period for mandatory arbitration, as well as the applicable Delaware state law, has lapsed. Accordingly, we eliminated the liability as of June 30, 2018 and recognized $0.5 million in other income prior to the three months but included in the nine months ended September 30, 2018, respectively. (b) Litigation In June 2018, we agreed to a Mutual Release and Settlement Agreement and a Contribution Agreement (the "SSM Agreements") with certain parties related to our September 30, 2015 acquisition of SSM. The SSM Agreements settled a dispute with a former SSM contractor, for which the Company asserted indemnification from the SSM sellers. Under the SSM Agreements, in July 2018 we paid $0.3 million toward the settlement, $0.1 million of which was on the Company’s behalf and recorded as other expense for the nine months ended September 30, 2018. The Company and the SSM sellers agreed to offset the Company’s contribution to the settlement against the final payment due to the SSM sellers and, therefore, we were released from a $0.3 million final payment due to the sellers of SSM. From time to time, we are involved in various legal matters arising in the normal course of business. We do not expect the outcome of such proceedings, either individually or in the aggregate, to have a material effect on our financial position, cash flows or results of operations. |
Basis Of Presentation (Policy)
Basis Of Presentation (Policy) | 9 Months Ended |
Sep. 30, 2018 | |
Basis Of Presentation [Abstract] | |
Organization | Organization — Evolving Systems, Inc. (“we,” “us,” “our,” the “Company”, and “Evolving Systems”) is a provider of real-time digital engagement solutions and services of software solutions and services to the wireless carrier and consumer financial services markets . We maintain long-standing relationships with many of the largest wireless companies worldwide. The Company’s portfolio includes market-leading solutions and services for real-time analytics, customer acquisition and activation, customer value management and loyalty for the telecom industry promoting partnerships into retail and financial services. In 2016, we began a shift from selling technology to offering business solutions. The value proposition has moved from cost savings to revenue increases for the carrier and our business model has moved from classic capital expenditure license and services to operating expenditure models based on recurring managed services with performance fees. Our software solution platforms enable carriers’ marketing departments to innovate, execute and manage highly-personalized and contextually-relevant, interactive campaigns that engage consumers in real time and enhance customer retention through deploying loyalty programs. Our service activation solution, Tertio® (“TSA”) is used to activate bundles of voice, video and data services for wireless, wireline and cable network operators; our SIM card activation solution, Dynamic SIM Allocation TM (“DSA”), is used to dynamically allocate and assign resources to Mobile Network Operators (“MNOs”) devices that rely on SIM cards; our Mobile Data Enablement TM (“MDE”) solution provides a data consumption and policy management solution for wireless carriers and Mobile Virtual Network Operators (“MVNOs”) that monitor the usage and consumption of data services; our Total Number Management™ (“TNM”) product is a scalable and fully automated database solution that enables operators to reliably and efficiently manage their telephone numbers as well as other communication identifiers (i.e. SIMs, MSISDNs IMSIs, ICCIDs, IPs). Our solutions can be deployed on premise or as a Software-as-a-Service (“SaaS”). In July 2017 we completed the acquisition of Business Logic Systems (“BLS”). BLS, headquartered in Newbury, United Kingdom, specializes in data-driven customer value management and customer engagement solutions that have been implemented in over 20 mobile operators in Europe, Africa, Asia-Pacific and the Caribbean. BLS solutions turn customer data into actionable insights and personalized contextual offers. Customer engagement occurs through in-bound and out-bound offers and is further extended through a suite of loyalty and retention solutions. In September 2017 we completed the acquisition of four business operating units of Lumata Holdings Ltd. (the “Lumata Entities”). The Lumata Entities are a leading global provider of real-time, next generation loyalty and customer lifecycle management software and services that helps businesses gain value from their customer data for relevant and contextual insights and actions of value to both customers and enterprises. Its customers include mobile operators including Orange, Telefonica and other Tier-1 and emerging operators in Europe and around the world. We believe the acquisitions of BLS and the Lumata Entities further reinforced our commitment to the customer acquisition and customer value management (“CVM”) domains that began with the acquisition of Sixth Sense Media (“ Evolving Systems NC, Inc.”) . With these recent acquisitions, we now have a customer base of more than 100 customers spanning 64 countries across the world. The experienced team and technology from BLS, which provides actionable insights and relevant offers based on customer data, greatly complements our software portfolio and 25 years of expertise in customer acquisition, activation and retention. The technology further expands our Managed Services platform for delivering on-tap strategic and tactical solutions. The Lumata Entities' value lies in its patented technology, industry expertise and strong customer relationships, in particular, those across Western Europe. Led by the explosive growth in mobile, the next generation of CVM is moving beyond traditional CRM and points-based loyalty systems to highly personalized and contextual, real-time, omni-channel consumer engagement in multiple verticals including telecom, finance, and retail. |
Interim Condensed Consolidated Financial Statements | Interim Condensed Consolidated Financial Statements — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conformity with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures included in these consolidated financial statements are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements, and in our opinion reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements. The results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that we will have for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to those statements for the year ended December 31, 2017 included in our Annual Report on Form 10-K. |
Use Of Estimates | Use of Estimates — The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. We made estimates with respect to revenue recognition for progress toward completion and direct profit or loss on contracts, allowance for doubtful accounts, income tax valuation allowance, fair values of long-lived assets, valuation of intangible assets and goodwill, useful lives for property, equipment and intangible assets, business combinations, capitalization of internal software development costs and fair value of stock-based compensation amounts. Actual results could differ from these estimates. |
Foreign Currency | Foreign Currency — Our functional currency is the U.S. dollar. The functional currency of our foreign operations, generally, is the respective local currency for each foreign subsidiary. Assets and liabilities of foreign operations denominated in local currencies are translated at the spot rate in effect at the applicable reporting date. Our condensed consolidated statements of income are translated at the weighted average rate of exchange during the applicable period. The resulting unrealized cumulative translation adjustment is recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Realized and unrealized transaction gains and losses generated by transactions denominated in a currency different from the functional currency of the applicable entity are recorded in other income (loss) in the period in which they occur. |
Principles Of Consolidation | Principles of Consolidation — The unaudited condensed consolidated financial statements include the accounts of Evolving Systems, Inc. and subsidiaries, all of which are wholly owned. All significant intercompany transactions and balances have been eliminated in consolidation. |
Revenue Recognition | Revenue Recognition — Effective January 1, 2018, we adopted Financial Accounting Standards Board (“FASB”) Topic 606, Revenue from Contacts with Customers (“ASC 606”). ASC 606 was applied using the modified retrospective method. Accordingly, comparative periods have not been adjusted and continue to be reported under FASB ASC Topic 605, Revenue Recognition (“ASC 605”). There was no cumulative effect of the initial application to be recognized as an adjustment to opening retained earnings at January 1, 2018 as the adoption did not have a material impact on the Company’s results of operations or financial condition. The majority of our license fees and services revenue is generated from fixed-price contracts, this provides for licenses to our software products and services that customize such software to meet our customers’ needs. In most instances, customization services are determined to be essential to the functionality of the delivered software. Under ASC 606, revenue is recognized when our customer obtains control of promised goods or services in an amount that reflects the consideration we expect to receive in exchange for those goods or services. We measure revenue based on consideration specified in a contract with a customer and exclude any sales incentives. Furthermore, we recognize revenue when we satisfy a performance obligation by transferring control over the service to our customer. A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. Our customers typically receive the benefit of our services as they are performed. Substantially all customer contracts provide that we are compensated for services performed to date. Losses on fixed-price projects are recorded when identified. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer, are excluded from revenue. Nature of goods and services The following is a description of our products and services from which we generate revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each: i. License Revenue License fees represent the fees we receive from the licensing of our software products. In most instances, customization services are determined to be essential to the functionality of the delivered software. The license along with the customization services are transferred to our customers over time. In arrangements where the services are not essential to the functionality of the delivered software, we recognize license revenue when the license agreement has been approved and the software has been delivered. We can identify each party’s rights, payment terms, and commercial substance of the content. Where applicable, we identify multiple performance obligations and record as revenue as the performance obligations are fulfilled based on their estimated allocated value. The selection of the method to measure progress towards completion requires judgment and is based on the extent of progress towards completion of the performance obligation. ii. Customer Support Revenue Customer support services includes annual support fees, recurring maintenance fees, warranty support fees and minor product upgrades. The warranty support fees represent a separate performance obligation that is provided for up to a year with initial license purchase. The Company allocates the contract transaction price related to warranty support fees based on pricing consistent with what we would offer to other market participants. Upon the conclusion of the warranty period, the customer can choose to continue to receive support and maintenance services via our customer support offerings. We recognize revenue from our support ratably over the service contract period. iii. Services Revenue We recognize revenue from fixed-price service contracts using the input method of accounting. Under the input method, revenue is recognized revenue on the basis of an entity’s efforts or inputs toward satisfying a performance obligation. We recognize revenue from professional services provided pursuant to time-and-materials based contracts and training services as the services are performed, as that is when our performance obligation to our customers under such arrangements is fulfilled. iv. Managed Services We recognize revenue from our managed services contracts primarily over the service contract period. On occasion, our managed services contracts will contain a specified number of hours to work over the term of the contract. Revenue for this type of managed service contract is recognized using the input method of accounting, as previously described. Disaggregation of revenue In the following table, revenue is disaggregated by primary geographical market, major products/service lines, and timing of revenue recognition (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Primary geographical markets United Kingdom $ 1,512 $ 1,381 $ 4,945 $ 3,858 Other 5,908 6,166 18,770 15,786 $ 7,420 $ 7,547 $ 23,715 $ 19,644 Major products/service lines Licensing fees $ 255 $ 1,068 $ 839 $ 2,131 Customer support, including warranty support fees 2,481 2,343 7,602 6,380 Services 2,034 2,532 7,337 6,408 Managed services 2,650 1,604 7,937 4,725 Total services 7,165 6,479 22,876 17,513 $ 7,420 $ 7,547 $ 23,715 $ 19,644 Timing of revenue recognition Products transferred at a point in time $ 187 $ 109 $ 509 $ 710 Products and services transferred over time 7,233 7,438 23,206 18,934 $ 7,420 $ 7,547 $ 23,715 $ 19,644 Contract balances The following table provides information about receivables, assets, and liabilities from contracts with customers (in thousands): September 30, 2018 December 31, 2017 Assets Contract receivables, net $ 7,689 $ 10,151 Unbilled work-in-progress, net $ 3,880 $ 5,823 Liabilities Unearned revenue $ 4,720 $ 5,397 Contract receivables are recorded at the invoiced amount and do not bear interest. Credit is extended based on the evaluation of a customer’s financial condition and collateral is not required. Unbilled work-in-progress is revenue which has been earned but not invoiced. The contract assets are transferred to the receivables when invoiced. The contract liabilities primarily relate to unearned revenue. Amounts billed in advance of performance obligations being satisfied are booked as unearned revenue. Transaction price allocated to the remaining performance obligations Remaining performance obligations represent the transaction price of firm orders for which work has not been performed as of the period end date and excludes unexercised contract options and potential orders under ordering-type contracts (e.g., indefinite-delivery, indefinite-quantity). As of September 30, 2018, the aggregate amount of the transaction price allocated to remaining performance obligations with lives greater than one-year totals $2.0 million. The Company expects approximately 80% of remaining performance obligations to be recognized into revenue within the next twelve months, with the remaining 20% recognized thereafter. We apply the practical expedient in paragraph 606-10-50-14 and do not disclose information about remaining performance obligations that have original expected durations of one-year or less. We apply the transition practical expedient in paragraph 606-10-65-1(f)(3) and do not disclose the amount of the transaction price allocated to the remaining performance obligations and an explanation of when we expect to recognize that amount as revenue. Additionally, applying the practical expedient in paragraph 340-40-25-4, the Company recognizes the incremental costs of obtaining contracts (i.e., commissions) as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one-year or less. |
Stock-based Compensation | Stock-based Compensation — We account for stock-based compensation by applying a fair-value-based measurement method to account for share-based payment transactions with employees and directors. We record compensation costs associated with the vesting of unvested options on a straight-line basis over the vesting period. Stock-based compensation is a non-cash expense because we settle these obligations by issuing shares of our common stock instead of settling such obligations with cash payments. We use the Black-Scholes model to estimate the fair value of each option grant on the date of grant. This model requires the use of estimates for expected term of the options and expected volatility of the price of our common stock. |
Income Taxes | Income Taxes — We record deferred tax assets and liabilities for the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the accompanying condensed consolidated balance sheets, as well as operating losses and tax credit carry-forwards. We measure deferred tax assets and liabilities using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. We reduce deferred tax assets by a valuation allowance if, based on available evidence, it is more likely than not that these benefits will not be realized. We use a recognition threshold and a measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. |
Segment Information | Segment Information — We define operating segments as components of our enterprise for which separate financial information is reviewed regularly by the chief operating decision-makers to evaluate performance and to make operating decisions. We have identified our Chief Executive Officer and Senior Vice President of Finance as our chief operating decision-makers (“CODM”). These chief operating decision makers review revenues by segment and review overall results of operations. We currently operate our business as one operating segment which includes two revenue types: license fees revenue and services revenue (as shown on the condensed consolidated statements of income). License fees revenue represents the fees received from the license of software products. Services revenue includes services directly related to the delivery of the licensed products, such as fees for custom development, integration services, SaaS service, managed services, annual support fees, recurring maintenance fees, fees for maintenance upgrades and warranty services. Warranty services that are similar to software maintenance services are typically bundled with a license sale. |
Recent Accounting And Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements — In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to put most leases on their balance sheets by recognizing a lessee’s rights and obligations, while expenses will continue to be recognized in a similar manner to today’s legacy lease accounting guidance. In July 2018, the FASB issued Accounting Standards Update No 2018-10, “Codification Improvements to Topic 842 Leases” (“ASU 2018-10”). ASU 2018-10 provides narrow amendments to clarify how to apply certain aspects of the new lease standard. In July 2018, the FASB issued ASU 2018-11, Leases – Targeted Improvements ("ASU 2018-11") which provides an additional (and optional) transition method to recognize the cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. ASU 2018-11 also provides lessor with the practical expedient to not separate non-lease components from associated lease component under limited circumstances. We are continuing to evaluate this guidance and the impact to us, as both lessor and lessee, on our consolidated financial statements. The effective date and transition requirements for ASU 2016-02, ASU 2018-01, ASU 2018-10 and ASU 2018-11 are the same. This ASU could also significantly affect the financial ratios used for external reporting and other purposes, such as debt covenant compliance. This ASU will be effective for us on January 1, 2019, with early adoption permitted. We are currently in the process of assessing the impact of this ASU on our condensed consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220); Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this ASU allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. Consequently, the amendments eliminate the stranded tax effects resulting from the Act and will improve the usefulness of information reported to financial statement users. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted in any interim period after issuance of the ASU. We are currently in the process of assessing the impact of this ASU on our condensed consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to nonemployees. This ASU expands the scope of ASC Topic 718, Compensation - Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to nonemployees for goods and services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. ASU 2018-07 supersedes ASC Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. We are currently in the process of assessing the impact of this ASU on our condensed consolidated financial statements. Recently Adopted Accounting Pronouncements — In November 2016, the FASB issued ASU 2016-18 , Restricted Cash (Topic 230): Statement of Cash Flows (“ASU No. 2016-18”). ASU No. 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Restricted cash and restricted cash equivalents will be included with cash and cash equivalents when reconciling the beginning of period and end of period balances on the statement of cash flows upon adoption of this standard. |
Basis Of Presentation (Tables)
Basis Of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Basis Of Presentation [Abstract] | |
Schedule Of Disaggregation Of Revenue | For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Primary geographical markets United Kingdom $ 1,512 $ 1,381 $ 4,945 $ 3,858 Other 5,908 6,166 18,770 15,786 $ 7,420 $ 7,547 $ 23,715 $ 19,644 Major products/service lines Licensing fees $ 255 $ 1,068 $ 839 $ 2,131 Customer support, including warranty support fees 2,481 2,343 7,602 6,380 Services 2,034 2,532 7,337 6,408 Managed services 2,650 1,604 7,937 4,725 Total services 7,165 6,479 22,876 17,513 $ 7,420 $ 7,547 $ 23,715 $ 19,644 Timing of revenue recognition Products transferred at a point in time $ 187 $ 109 $ 509 $ 710 Products and services transferred over time 7,233 7,438 23,206 18,934 $ 7,420 $ 7,547 $ 23,715 $ 19,644 |
Schedule Of Receivables, Assets And Liabilities From Contracts With Customers | September 30, 2018 December 31, 2017 Assets Contract receivables, net $ 7,689 $ 10,151 Unbilled work-in-progress, net $ 3,880 $ 5,823 Liabilities Unearned revenue $ 4,720 $ 5,397 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
EVOL BLS [Member] | |
Summary Of Total Purchase Price | At July 3, 2017 (preliminary) Measurement Period Adjustments At July 3, 2017 (adjusted) Total cash consideration $ 1,553 $ - $ 1,553 Earnout 380 47 427 Total purchase price $ 1,933 $ 47 $ 1,980 |
Schedule Of Assets Acquired And Liabilities Assumed At Acquisition Date | At July 3, 2017 (preliminary) Measurement Period Adjustments At July 3, 2017 (adjusted) Contract receivables $ 1,037 $ - $ 1,037 Unbilled work-in-progress 1,039 - 1,039 Intangible assets 246 18 264 Prepaid and other current assets 437 - 437 Other assets, non-current 55 - 55 Total identifiable assets acquired 2,814 18 2,832 Accounts payable and accrued liabilities $ 792 $ - $ 792 Deferred revenue 338 - 338 Total identifiable liabilities acquired 1,130 - 1,130 Net identifiable assets acquired 1,684 18 1,702 Goodwill 249 29 278 Net assets acquired $ 1,933 $ 47 $ 1,980 |
Lumata Entities [Member] | |
Summary Of Total Purchase Price | At September 4, 2017 (preliminary) Measurement Period Adjustments At September 4, 2017 (adjusted) Total Cash Consideration $ 4,766 $ - $ 4,766 Total purchase price $ 4,766 $ - $ 4,766 |
Schedule Of Assets Acquired And Liabilities Assumed At Acquisition Date | At September 4, 2017 (preliminary) Measurement Period Adjustments At September 4, 2017 (adjusted) Cash and cash equivalents $ 386 $ - $ 386 Contract receivables 1,444 - 1,444 Unbilled work-in-progress 110 (82) 28 Intangible assets 1,935 - 1,935 Prepaid and other current assets 1,539 - 1,539 Other assets, non-current 19 - 19 Total identifiable assets acquired 5,433 (82) 5,351 Accounts payable and accrued liabilities $ 3,086 $ - $ 3,086 Deferred tax liability 329 - 329 Deferred revenue 325 152 477 Total identifiable liabilities acquired 3,740 152 3,892 Net identifiable assets acquired 1,693 (234) 1,459 Goodwill 3,073 234 3,307 Net assets acquired $ 4,766 $ - $ 4,766 |
EVOL BLS And Lumata Entities [Member] | |
Schedule Of Pro Forma Information | For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Revenue $ 7,420 $ 8,460 $ 23,715 $ 25,652 Net income $ 549 $ 393 $ 1,192 $ 463 |
Goodwill And Intangible Assets
Goodwill And Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill And Intangible Assets [Abstract] | |
Summary Of Changes In Carrying Amount Of Goodwill | Total Goodwill Balance at December 31, 2017 $ 25,216 Measurement period adjustments 263 Effects of changes in foreign currency exchange rates (1) (622) Balance at September 30, 2018 $ 24,857 (1) Represents the impact of foreign currency translation for instances when goodwill is recorded in foreign entities whose functional currency is also their local currency. Goodwill balances are translated into U.S. dollars using exchange rates in effect at period end. Adjustments related to foreign currency translation are included in other comprehensive income. |
Summary Of Identifiable Intangible Assets | September 30, 2018 Gross Amount Accumulated Amortization Net Carrying Amount Weighted-Average Amortization Period Purchased software $ 2,921 $ (1,056) $ 1,865 4.9 yrs Trademarks and tradenames 311 (223) 88 2.4 yrs Non-competition 40 (38) 2 0.6 yrs Customer relationships 4,380 (1,506) 2,874 6.1 yrs $ 7,652 (1) $ (2,823) (2) $ 4,829 5.5 yrs December 31, 2017 Gross Amount Accumulated Amortization Net Carrying Amount Weighted-Average Amortization Period Purchased software $ 2,921 $ (743) $ 2,178 7.7 yrs Trademarks and tradenames 310 (189) 121 3.7 yrs Non-competition 40 (35) 5 2.0 yrs Customer relationships 4,363 (1,054) 3,309 8.7 yrs $ 7,634 $ (2,021) (3) $ 5,613 6.8 yrs (1) 2018 increase in gross amount due to measurement period adjustments relating to the EVOL BLS purchase price allocation. See Note 2 – Acquisitions for additional information. (2) Includes functional currency adjustment of $69,000. (3) Includes functional currency adjustment of $1,000. |
Summary Of Expected Future Amortization Expense Related To Identifiable Intangibles | Twelve months ending September 30, 2019 $ 949 2020 946 2021 946 2022 864 2023 404 Thereafter 720 $ 4,829 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Balance Sheet Components [Abstract] | |
Accounts Payable And Accrued Liabilities | September 30, 2018 December 31, 2017 Accounts payable and accrued liabilities: Accounts payable $ 944 $ 1,530 Accrued compensation and related expenses 1,753 1,749 Accrued liabilities 1,602 3,611 $ 4,299 $ 6,890 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Common Share [Abstract] | |
Summary Of Basic And Diluted Earnings Per Share | For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Basic income per common share: Net income $ 549 $ 759 $ 1,192 $ 2,834 Basic weighted average shares outstanding 12,117 11,940 12,103 11,932 Basic income per common share: $ 0.05 $ 0.06 $ 0.10 $ 0.24 Diluted income per common share: Net income $ 549 $ 759 $ 1,192 $ 2,834 Weighted average shares outstanding 12,117 11,940 12,103 11,932 Effect of dilutive securities - options and restricted stock 7 52 21 43 Diluted weighted average shares outstanding 12,124 11,992 12,124 11,975 Diluted income per common share: $ 0.05 $ 0.06 $ 0.10 $ 0.24 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Share-Based Compensation [Abstract] | |
Summary Of Stock-Based Compensation Expenses | For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Cost of revenue, excluding depreciation and amortization $ 14 $ 4 $ 40 $ 15 Sales and marketing 10 5 30 9 General and administrative 73 199 496 414 Product development - 14 24 48 Total share-based compensation $ 97 $ 222 $ 590 $ 486 |
Summary Of Restricted Stock Activity | Restricted Stock Number of Shares (in thousands) Unvested restricted stock at December 31, 2017 597 Less restricted stock vested (178) Less restricted stock forfeited/expired (67) Unvested restricted stock at September 30, 2018 352 |
Summary Of Stock Option Activity | Weighted- Average Weighted- Remaining Aggregate Number of Average Contractual Intrinsic Shares Exercise Term Value (in thousands) Price (Years) (in thousands) Options outstanding at December 31, 2017 713 $ 5.71 8.23 $ 128 Less options forfeited/cancelled (114) 5.37 49 Less options exercised (2) 2.03 2 Add options granted 30 2.25 - Options outstanding at September 30, 2018 627 $ 5.62 7.61 $ 22 Options exercisable at September 30, 2018 308 $ 6.70 6.37 $ 15 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Income Taxes [Abstract] | |
Components Of Deferred Tax Assets And Liabilities | September 30, 2018 December 31, 2017 Deferred tax assets: Foreign tax credits carryforwards $ 4,750 $ 4,731 Net operating loss carryforwards 2,847 3,294 Research & development credits 303 303 AMT credits 770 770 Stock compensation 685 570 Depreciable assets 29 33 Accrued liabilities and reserves 256 66 Total deferred tax assets 9,640 9,767 Deferred tax liabilities: Intangibles (1,034) (1,045) Accrued liabilities and reserves (176) (120) Total deferred tax liability (1,210) (1,165) Net deferred tax assets, before valuation allowance 8,430 8,602 Valuation allowance (7,990) (8,328) Net deferred tax asset $ 440 $ 274 |
Geographical Information (Table
Geographical Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Geographical Information [Abstract] | |
Long-Lived Assets, Net By Geographic Region | September 30, 2018 December 31, 2017 Long-lived assets, net United States $ 10,745 $ 11,276 United Kingdom 17,252 17,968 Other 1,876 1,843 $ 29,873 $ 31,087 |
Basis Of Presentation (Narrativ
Basis Of Presentation (Narrative) (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Sep. 30, 2017item | Jul. 31, 2017item | Sep. 30, 2018USD ($)itemsegmentcustomercountry | Jan. 01, 2018USD ($) | |
Number of operating segments | segment | 1 | |||
Number of recognized sources for revenue | 2 | |||
Cumulative effect to retained earnings | $ | $ 0 | |||
Remaining performance obligations | $ | $ 2,000 | |||
Percentage of remaining performance obligations, next twelve months | 80.00% | |||
Percentage of remaining performance obligations, thereafter | 20.00% | |||
Minimum [Member] | ||||
Number of customers | customer | 100 | |||
Number of countries across the world for customer base | country | 64 | |||
EVOL BLS [Member] | ||||
Years of expertise in customer acquisition, activation and retention | 25 years | |||
EVOL BLS [Member] | Europe, Africa, Asia-Pacific And Caribbean [Member] | Minimum [Member] | ||||
Number of mobile operators | 20 | |||
Lumata Entities [Member] | ||||
Number of business operating units acquired | 4 |
Basis Of Presentation (Schedule
Basis Of Presentation (Schedule Of Disaggregation Of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 7,420 | $ 7,547 | $ 23,715 | $ 19,644 |
Products Transferred At A Point In Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 187 | 109 | 509 | 710 |
Products and Services Transferred Over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 7,233 | 7,438 | 23,206 | 18,934 |
License Fees [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 255 | 1,068 | 839 | 2,131 |
Customer Support Including Warranty Support Fees [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,481 | 2,343 | 7,602 | 6,380 |
Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,034 | 2,532 | 7,337 | 6,408 |
Managed Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,650 | 1,604 | 7,937 | 4,725 |
Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 7,165 | 6,479 | 22,876 | 17,513 |
United Kingdom [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,512 | 1,381 | 4,945 | 3,858 |
Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 5,908 | $ 6,166 | $ 18,770 | $ 15,786 |
Basis Of Presentation (Schedu_2
Basis Of Presentation (Schedule Of Receivables, Assets And Liabilities From Contracts With Customers) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Assets | ||
Contract receivables, net | $ 7,689 | $ 10,151 |
Unbilled work-in-progress, net | 3,880 | 5,823 |
Liabilities | ||
Unearned revenue | $ 4,720 | $ 5,397 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) € in Thousands, £ in Thousands | Sep. 04, 2017EUR (€) | Sep. 04, 2017USD ($) | Jul. 03, 2017GBP (£) | Jul. 03, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Nov. 02, 2018USD ($) | Sep. 04, 2017USD ($) |
Business Acquisition [Line Items] | ||||||||||||
Goodwill | $ 24,857,000 | $ 24,857,000 | $ 25,216,000 | |||||||||
Other income (expense) | 71,000 | 58,000 | ||||||||||
Amount of increase to amortization expense if measurement period adjustments were reflected in annual report | 1,000 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contingent earn-out liability | $ 800,000 | |||||||||||
EVOL BLS [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisition date | Jul. 3, 2017 | Jul. 3, 2017 | ||||||||||
Additional cash payments | £ 100 | $ 134,000 | ||||||||||
Percentage of revenue over defined threshold levels | 50.00% | |||||||||||
Percentage of collections on receivables period | 24 months | 24 months | ||||||||||
Revenue over defined threshold levels period | 3 years | 3 years | ||||||||||
Goodwill | $ 278,000 | |||||||||||
Earnout | 427,000 | $ 400,000 | ||||||||||
Other income (expense) | $ 400,000 | $ 400,000 | ||||||||||
Cash from asset purchase agreement | £ 1,200 | 1,600,000 | ||||||||||
Pro forma revenue | $ 0 | $ 1,400,000 | ||||||||||
Pro forma net profit (loss) | 0 | (2,000,000) | ||||||||||
EVOL BLS [Member] | Estimated [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Earnout | $ 800,000 | |||||||||||
Additional earnout | $ 400,000 | |||||||||||
Lumata Entities [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Goodwill | $ 3,307,000 | |||||||||||
Cash payment for shares acquired | € 4,000 | $ 4,800,000 | ||||||||||
Recovery amount from the guarantor | € 400 | 476,000 | ||||||||||
Pro forma revenue | 900,000 | 4,600,000 | ||||||||||
Pro forma net profit (loss) | (300,000) | (200,000) | ||||||||||
Amortization expense | $ 40,000 | $ 200,000 | ||||||||||
Minimum [Member] | EVOL BLS [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Revenue benchmark | 4,800,000 | |||||||||||
Preliminary [Member] | EVOL BLS [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Goodwill | 249,000 | |||||||||||
Earnout | $ 380,000 | |||||||||||
Preliminary [Member] | Lumata Entities [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Goodwill | $ 3,073,000 |
Acquisitions (Summary Of Total
Acquisitions (Summary Of Total Purchase Price) (Details) - USD ($) $ in Thousands | Sep. 04, 2017 | Jul. 03, 2017 | Dec. 31, 2017 |
EVOL BLS [Member] | |||
Cash Consideration | |||
Total cash consideration | $ 1,553 | ||
Earnout | 427 | $ 400 | |
Total purchase price | 1,980 | ||
EVOL BLS [Member] | Preliminary [Member] | |||
Cash Consideration | |||
Total cash consideration | 1,553 | ||
Earnout | 380 | ||
Total purchase price | 1,933 | ||
EVOL BLS [Member] | Measurement Period Adjustments [Member] | |||
Cash Consideration | |||
Total cash consideration | |||
Earnout | 47 | ||
Total purchase price | $ 47 | ||
Lumata Entities [Member] | |||
Cash Consideration | |||
Total cash consideration | $ 4,766 | ||
Total purchase price | 4,766 | ||
Lumata Entities [Member] | Preliminary [Member] | |||
Cash Consideration | |||
Total cash consideration | 4,766 | ||
Total purchase price | $ 4,766 |
Acquisitions (Schedule Of Asset
Acquisitions (Schedule Of Assets Acquired And Liabilities Assumed At Acquisition Date) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 04, 2017 | Jul. 03, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 24,857 | $ 25,216 | ||
EVOL BLS [Member] | ||||
Business Acquisition [Line Items] | ||||
Contract receivables | $ 1,037 | |||
Unbilled work-in-progress | 1,039 | |||
Intangible assets | 264 | |||
Prepaid and other current assets | 437 | |||
Other assets, non-current | 55 | |||
Total identifiable assets acquired | 2,832 | |||
Accounts payable and accrued liabilities | 792 | |||
Deferred revenue | 338 | |||
Total identifiable liabilities acquired | 1,130 | |||
Net identifiable assets acquired | 1,702 | |||
Goodwill | 278 | |||
Net assets acquired | 1,980 | |||
Lumata Entities [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 386 | |||
Contract receivables | 1,444 | |||
Unbilled work-in-progress | 28 | |||
Intangible assets | 1,935 | |||
Prepaid and other current assets | 1,539 | |||
Other assets, non-current | 19 | |||
Total identifiable assets acquired | 5,351 | |||
Accounts payable and accrued liabilities | 3,086 | |||
Deferred tax liability | 329 | |||
Deferred revenue | 477 | |||
Total identifiable liabilities acquired | 3,892 | |||
Net identifiable assets acquired | 1,459 | |||
Goodwill | 3,307 | |||
Net assets acquired | 4,766 | |||
Preliminary [Member] | EVOL BLS [Member] | ||||
Business Acquisition [Line Items] | ||||
Contract receivables | 1,037 | |||
Unbilled work-in-progress | 1,039 | |||
Intangible assets | 246 | |||
Prepaid and other current assets | 437 | |||
Other assets, non-current | 55 | |||
Total identifiable assets acquired | 2,814 | |||
Accounts payable and accrued liabilities | 792 | |||
Deferred revenue | 338 | |||
Total identifiable liabilities acquired | 1,130 | |||
Net identifiable assets acquired | 1,684 | |||
Goodwill | 249 | |||
Net assets acquired | 1,933 | |||
Preliminary [Member] | Lumata Entities [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 386 | |||
Contract receivables | 1,444 | |||
Unbilled work-in-progress | 110 | |||
Intangible assets | 1,935 | |||
Prepaid and other current assets | 1,539 | |||
Other assets, non-current | 19 | |||
Total identifiable assets acquired | 5,433 | |||
Accounts payable and accrued liabilities | 3,086 | |||
Deferred tax liability | 329 | |||
Deferred revenue | 325 | |||
Total identifiable liabilities acquired | 3,740 | |||
Net identifiable assets acquired | 1,693 | |||
Goodwill | 3,073 | |||
Net assets acquired | 4,766 | |||
Measurement Period Adjustments [Member] | EVOL BLS [Member] | ||||
Business Acquisition [Line Items] | ||||
Contract receivables | ||||
Unbilled work-in-progress | ||||
Intangible assets | 18 | |||
Prepaid and other current assets | ||||
Other assets, non-current | ||||
Total identifiable assets acquired | 18 | |||
Accounts payable and accrued liabilities | ||||
Deferred revenue | ||||
Total identifiable liabilities acquired | ||||
Net identifiable assets acquired | 18 | |||
Goodwill | 29 | |||
Net assets acquired | $ 47 | |||
Measurement Period Adjustments [Member] | Lumata Entities [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | ||||
Contract receivables | ||||
Unbilled work-in-progress | (82) | |||
Intangible assets | ||||
Prepaid and other current assets | ||||
Other assets, non-current | ||||
Total identifiable assets acquired | (82) | |||
Accounts payable and accrued liabilities | ||||
Deferred tax liability | ||||
Deferred revenue | 152 | |||
Total identifiable liabilities acquired | 152 | |||
Net identifiable assets acquired | (234) | |||
Goodwill | 234 | |||
Net assets acquired |
Acquisitions (Schedule Of Pro F
Acquisitions (Schedule Of Pro Forma Information) (Details) - EVOL BLS And Lumata Entities [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenue | $ 7,420 | $ 8,460 | $ 23,715 | $ 25,652 |
Net income | $ 549 | $ 393 | $ 1,192 | $ 463 |
Goodwill And Intangible Asset_2
Goodwill And Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Jul. 31, 2017 | |
Goodwill And Intangible Assets [Line Items] | ||||||
Goodwill | $ 24,857 | $ 24,857 | $ 25,216 | |||
Goodwill impairment, fair value | 100 | |||||
Amortization of intangible assets | $ 240 | $ 226 | $ 733 | $ 618 | ||
Annual Goodwill Impairment Test [Member] | ||||||
Goodwill And Intangible Assets [Line Items] | ||||||
Goodwill | $ 25,000 |
Goodwill And Intangible Asset_3
Goodwill And Intangible Assets (Summary Of Changes In Carrying Amount Of Goodwill) (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018USD ($) | ||
Goodwill And Intangible Assets [Abstract] | ||
Balance at beginning of the period | $ 25,216 | |
Measurement period adjustments | 263 | |
Effects of changes in foreign currency exchange rates | (622) | [1] |
Balance at ending of the period | $ 24,857 | |
[1] | Represents the impact of foreign currency translation for instances when goodwill is recorded in foreign entities whose functional currency is also their local currency. Goodwill balances are translated into U.S. dollars using exchange rates in effect at period end. Adjustments related to foreign currency translation are included in other comprehensive income. |
Goodwill And Intangible Asset_4
Goodwill And Intangible Assets (Summary Of Identifiable Intangible Assets) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2017 | |||
Finite-Lived Intangible Assets [Line Items] | ||||
Net Carrying Amount | $ 4,829 | $ 5,613 | ||
Evolving Systems Labs And Evolving Systems NC, Inc [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Amount | 7,652 | [1] | 7,634 | |
Accumulated Amortization | (2,823) | [2] | (2,021) | [3] |
Net Carrying Amount | $ 4,829 | $ 5,613 | ||
Weighted-Average Amortization Period | 5 years 6 months | 6 years 9 months 18 days | ||
Evolving Systems Labs And Evolving Systems NC, Inc [Member] | Purchased Software [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Amount | $ 2,921 | $ 2,921 | ||
Accumulated Amortization | (1,056) | (743) | ||
Net Carrying Amount | $ 1,865 | $ 2,178 | ||
Weighted-Average Amortization Period | 4 years 10 months 24 days | 7 years 8 months 12 days | ||
Evolving Systems Labs And Evolving Systems NC, Inc [Member] | Trademarks And Tradenames [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Amount | $ 311 | $ 310 | ||
Accumulated Amortization | (223) | (189) | ||
Net Carrying Amount | $ 88 | $ 121 | ||
Weighted-Average Amortization Period | 2 years 4 months 24 days | 3 years 8 months 12 days | ||
Evolving Systems Labs And Evolving Systems NC, Inc [Member] | Non-competition [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Amount | $ 40 | $ 40 | ||
Accumulated Amortization | (38) | (35) | ||
Net Carrying Amount | $ 2 | $ 5 | ||
Weighted-Average Amortization Period | 7 months 6 days | 2 years | ||
Evolving Systems Labs And Evolving Systems NC, Inc [Member] | Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Amount | $ 4,380 | $ 4,363 | ||
Accumulated Amortization | (1,506) | (1,054) | ||
Net Carrying Amount | $ 2,874 | $ 3,309 | ||
Weighted-Average Amortization Period | 6 years 1 month 6 days | 8 years 8 months 12 days | ||
[1] | 2018 increase in gross amount due to measurement period adjustments relating to the EVOL BLS purchase price allocation. See Note 2 - Acquisitions for additional information. | |||
[2] | Includes functional currency adjustment of $69,000. | |||
[3] | Includes functional currency adjustment of $1,000. |
Goodwill And Intangible Asset_5
Goodwill And Intangible Assets (Summary Of Expected Future Amortization Expense Related To Identifiable Intangibles) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Twelve months ending June 30, | ||
2,019 | $ 949 | |
2,020 | 946 | |
2,021 | 946 | |
2,022 | 864 | |
2,023 | 404 | |
Thereafter | 720 | |
Net Carrying Amount | $ 4,829 | $ 5,613 |
Balance Sheet Components (Accou
Balance Sheet Components (Accounts Payable And Accrued Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Balance Sheet Components [Abstract] | ||
Accounts payable | $ 944 | $ 1,530 |
Accrued compensation and related expenses | 1,753 | 1,749 |
Accrued liabilities | 1,602 | 3,611 |
Accounts payable and accrued liabilities | $ 4,299 | $ 6,890 |
Earnings Per Common Share (Narr
Earnings Per Common Share (Narrative) (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Stock Option [Member] | Dilutive [Member] | ||||
Shares excluded from the dilutive stock calculation | 0.6 | 0.4 | 0.6 | 0.4 |
Restricted Stock [Member] | ||||
Unvested shares excluded from earnings per share calculation | 0.4 | 0.6 | 0.4 | 0.6 |
Earnings Per Common Share (Summ
Earnings Per Common Share (Summary Of Basic And Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Basic income per common share: | ||||
Net income | $ 549 | $ 759 | $ 1,192 | $ 2,834 |
Basic weighted average shares outstanding | 12,117 | 11,940 | 12,103 | 11,932 |
Basic income per common share: | $ 0.05 | $ 0.06 | $ 0.10 | $ 0.24 |
Diluted income per common share: | ||||
Net income | $ 549 | $ 759 | $ 1,192 | $ 2,834 |
Weighted average shares outstanding | 12,117 | 11,940 | 12,103 | 11,932 |
Effect of dilutive securities - options and restricted stock | 7 | 52 | 21 | 43 |
Diluted weighted average shares outstanding | 12,124 | 11,992 | 12,124 | 11,975 |
Diluted income per common share: | $ 0.05 | $ 0.06 | $ 0.10 | $ 0.24 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation expense | $ 100,000 | $ 200,000 | $ 590,000 | $ 486,000 | ||
Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options granted | 30,000 | 30,000 | 50,000 | 50,000 | ||
Stock options outstanding | 627,000 | 627,000 | 713,000 | |||
Weighted-average grant-date fair value of stock options granted | $ 1.84 | $ 1.84 | $ 1.92 | $ 1.92 | ||
Fair value of stock options vested | $ 20,000 | $ 40,000 | $ 20,000 | $ 100,000 | ||
Cash received from exercise of stock options | $ 0 | $ 3,000 | $ 900 | $ 27,000 | ||
Net settlement exercises shares issued | 18,951 | |||||
Net settlement exercises shares cancelled | 75,327 | |||||
Net settlement exercises shares | 0 | 0 | ||||
Stock Options [Member] | January 2018 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of vested stock awards granted | 20.00% | |||||
Stock Options [Member] | One Year Anniversary Of Offering [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of vested stock awards granted | 10.00% | |||||
Stock Options [Member] | Evenly Over Four Years [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of vested stock awards granted | 40.00% | |||||
Stock Options [Member] | One Year Anniversary Of Granted Date [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vested period for stock awards granted | 4 years | |||||
2007 Stock Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares available for grant | 0 | 0 | 0 | |||
Shares issued and outstanding | 300,000 | 300,000 | 700,000 | |||
2016 Stock Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares available for grant | 300,000 | 300,000 | 100,000 | |||
Stock Options And Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total unrecognized compensation costs | $ 2,000,000 | $ 2,000,000 | ||||
Weighted average recognition period | 2 years 6 months 22 days |
Share-Based Compensation (Summa
Share-Based Compensation (Summary Of Stock-Based Compensation Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total share based compensation | $ 97 | $ 222 | $ 590 | $ 486 |
Cost Of Revenue, Excluding Depreciation And Amortization [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total share based compensation | 14 | 4 | 40 | 15 |
Sales And Marketing [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total share based compensation | 10 | 5 | 30 | 9 |
General And Administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total share based compensation | $ 73 | 199 | 496 | 414 |
Product Development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total share based compensation | $ 14 | $ 24 | $ 48 |
Share-Based Compensation (Sum_2
Share-Based Compensation (Summary Of Restricted Stock Activity) (Details) - Restricted Stock [Member] shares in Thousands | 9 Months Ended |
Sep. 30, 2018shares | |
Unvested restricted stock at December 31, 2017 | 597 |
Less restricted stock vested | (178) |
Less restricted stock forfeited/expired | (67) |
Unvested restricted stock at September 30, 2018 | 352 |
Share-Based Compensation (Sum_3
Share-Based Compensation (Summary Of Stock Option Activity) (Details) - Stock Options [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Options outstanding at beginning | 713 | |
Number of Shares, Less forfeited/cancelled | (114) | |
Number of Shares, Less options exercised | (2) | |
Number of Shares, Add options granted | 30 | |
Number of Shares, Options outstanding at ending | 627 | 713 |
Number of Shares, Option exercisable at September 30, 2018 | 308 | |
Weighted-Average Exercise Price, Options outstanding at beginning | $ 5.71 | |
Weighted-Average Exercise Price, Less options forfeited/cancelled | 5.37 | |
Weighted-Average Exercise Price, Less options exercised | 2.03 | |
Weighted-Average Exercise Price, Add options granted | 2.25 | |
Weighted-Average Exercise Price, Options outstanding at ending | 5.62 | $ 5.71 |
Weighted-Average Exercise Price, Options exercisable at September 30, 2018 | $ 6.70 | |
Weighted-Average Remaining Contractual Term (Years), Options outstanding | 7 years 7 months 10 days | 8 years 2 months 23 days |
Weighted-Average Remaining Contractual Term (Years), Option exercisable at September 30, 2018 | 6 years 4 months 13 days | |
Aggregate Intrinsic Value, Options outstanding at beginning | $ 128 | |
Aggregate Intrinsic Value, Less options forfeited/cancelled | 49 | |
Aggregate Intrinsic Value, Less options exercised | 2 | |
Aggregate Intrinsic Value, Add options granted | ||
Aggregate Intrinsic Value, Options outstanding at ending | 22 | $ 128 |
Aggregate Intrinsic Value, Options exercisable at September 30, 2018 | $ 15 |
Concentration Of Credit Risk (N
Concentration Of Credit Risk (Narrative) (Details) - customer | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Sales Revenue Net [Member] | Customer One [Member] | Europe [Member] | |||||
Concentration Risk [Line Items] | |||||
Number of significant customers | 1 | 1 | 1 | 1 | |
Concentration risk, percentage | 11.00% | 12.00% | 11.00% | 13.00% | |
Contract Receivables And Unbilled Work-In-Progress [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Number of significant customers | 0 | 0 | |||
Concentration risk, percentage | 10.00% | 10.00% |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) | Aug. 16, 2017USD ($)item | Feb. 29, 2016USD ($)item | Sep. 30, 2018USD ($) | Jan. 01, 2017item |
Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Loan amount | $ 7,000,000 | |||
Fixed charge ratio | 1.25% | |||
Term Loan [Member] | East West Bank [Member] | ||||
Debt Instrument [Line Items] | ||||
Loan amount | $ 6,000,000 | |||
Rate plus prime rate | 1.00% | |||
Number of monthly installments of principal | item | 36 | |||
Number of payment for annual credit facility fees | item | 2 | |||
Credit facility fees | $ 18,750 | |||
Legal fee | $ 1,000 | |||
Maturity date | Jan. 1, 2020 | |||
Term Loan [Member] | East West Bank [Member] | Prime Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 5.25% | |||
Loan Facility [Member] | East West Bank [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of monthly installments of principal | item | 4 | |||
Maturity date | Aug. 16, 2021 | |||
Origination fee | $ 23,650 | |||
Increment amount | $ 50,000 | |||
Prepayment fee percentage | 2.00% | |||
Loan Facility [Member] | East West Bank [Member] | Lumata Entities [Member] | ||||
Debt Instrument [Line Items] | ||||
Loan amount | $ 4,700,000 | |||
Minimum [Member] | Loan Facility [Member] | East West Bank [Member] | ||||
Debt Instrument [Line Items] | ||||
Prepayment amount | $ 250,000 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018USD ($)item | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)item | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2015entity | |
Income Taxes [Line Items] | ||||||
Net income tax expense | $ 342 | $ 184 | $ 604 | $ 888 | ||
Deferred tax expense (benefit) | $ 200 | $ 300 | $ (300) | |||
Effective tax rate | 38.00% | 19.00% | 34.00% | 24.00% | 35.00% | |
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | |||
AMT credits | 770 | 770 | 770 | |||
Valuation allowance | $ 7,990 | $ 7,990 | 8,328 | |||
Number of Indian subsidiaries acquired pursuant to the merger terms | entity | 2 | |||||
Number of income tax returns under examination | item | 0 | 0 | ||||
Indian Operations [Member] | ||||||
Income Taxes [Line Items] | ||||||
Number of years subject to income tax examination | 4 years | |||||
U.K. Operations [Member] | ||||||
Income Taxes [Line Items] | ||||||
Current income tax expense | $ 300 | $ 900 | ||||
Number of years subject to income tax examination | 2 years | |||||
U.K. and India Operations [Member] | ||||||
Income Taxes [Line Items] | ||||||
Current income tax expense | $ 400 | $ 1,200 | ||||
Scenario, Plan [Member] | ||||||
Income Taxes [Line Items] | ||||||
Effective tax rate | 21.00% | |||||
Valuation allowance | $ 0 | $ 0 | $ 0 |
Income Taxes (Components Of Def
Income Taxes (Components Of Deferred Tax Assets And Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Foreign tax credits carryforwards | $ 4,750 | $ 4,731 |
Net operating loss carryforwards | 2,847 | 3,294 |
Research & development credits | 303 | 303 |
AMT credits | 770 | 770 |
Stock compensation | 685 | 570 |
Depreciable assets | 29 | 33 |
Accrued liabilities and reserves | 256 | 66 |
Total deferred tax assets | 9,640 | 9,767 |
Deferred tax liabilities: | ||
Intangibles | (1,034) | (1,045) |
Accrued liabilities and reserves | (176) | (120) |
Total deferred tax liability | (1,210) | (1,165) |
Net deferred tax assets, before valuation allowance | 8,430 | 8,602 |
Valuation allowance | (7,990) | (8,328) |
Net deferred tax asset | $ 440 | $ 274 |
Geographical Information (Long-
Geographical Information (Long-Lived Assets, Net By Geographic Region) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Long-lived assets, net | $ 29,873 | $ 31,087 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets, net | 10,745 | 11,276 |
United Kingdom [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets, net | 17,252 | 17,968 |
Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets, net | $ 1,876 | $ 1,843 |
Commitments And Contingencies (
Commitments And Contingencies (Narrative) (Details) - USD ($) $ in Millions | Oct. 24, 2014 | Sep. 30, 2018 | Dec. 31, 2017 |
Other Commitments [Line Items] | |||
Litigation settlement, amount agreed to pay other party | $ 0.3 | ||
Litigation settlement, paid by company | 0.1 | ||
Litigation settlement, amount released | 0.3 | ||
Indemnification Agreement [Member] | Insurance Policy Coverage [Member] | |||
Other Commitments [Line Items] | |||
Liabilities | 0 | $ 0 | |
Indemnification Agreement [Member] | Customers And Suppliers [Member] | |||
Other Commitments [Line Items] | |||
Liabilities | 0 | 0 | |
Indemnification Agreement [Member] | Product Warranty [Member] | |||
Other Commitments [Line Items] | |||
Liabilities | 0 | 0 | |
Indemnification Agreement [Member] | Software [Member] | |||
Other Commitments [Line Items] | |||
Liabilities | $ 0 | $ 0 | |
Telespree [Member] | |||
Other Commitments [Line Items] | |||
Acquisition date | Oct. 24, 2013 | ||
Final cash payment | $ 0.5 | ||
Other income | $ 0.5 |