Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 |
Summary of Significant Accounting Policies | |
Basis of Presentation | |
Basis of Presentation |
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The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), and include the accounts of Guidance and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. |
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Prior Period Adjustment | |
Prior Period Correction |
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In the Company’s Annual Report on Form 10-K for 2013 the Company disclosed that subsequent to the issuance of the 2012 consolidated financial statements, management concluded that certain share data had been incorrectly reported. The Company’s restricted stock award agreements provide that holders of the restricted stock awards shall have all the rights of a stockholder upon the grant date, including the right to vote as a stockholder. As such, these shares are considered issued and outstanding on the date of grant. Historically, the Company excluded unvested restricted stock awards from the presented quantity of common shares issued and outstanding. The table below highlights the previously reported common stock balances and corrections necessary to reflect the restricted stock awards as issued and outstanding upon the grant date (in thousands). |
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| | Common Stock Issued | | Common Stock Outstanding | |
| | Previously | | Correction | | As | | Previously | | Correction | | As | |
Reported | Corrected | Reported | Corrected |
December 31, 2011 | | 24,630 | | 1,909 | | 26,539 | | 23,342 | | 1,909 | | 25,251 | |
Stock issued in acquisition | | 850 | | — | | 850 | | 850 | | — | | 850 | |
Exercise of stock options | | 647 | | — | | 647 | | 647 | | — | | 647 | |
Grant of restricted stock awards, net of forfeitures | | — | | 1,251 | | 1,251 | | — | | 1,251 | | 1,251 | |
Vesting of restricted stock awards | | 649 | | (649 | ) | — | | 649 | | (649 | ) | — | |
Common stock repurchased or withheld | | — | | — | | — | | (207 | ) | — | | (207 | ) |
December 31, 2012 balance | | 26,776 | | 2,511 | | 29,287 | | 25,281 | | 2,511 | | 27,792 | |
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As a result of this change, the Consolidated Statements of Stockholders’ Equity for 2012 was updated to include unvested restricted stock awards. Basic and diluted net income (loss) per common share did not change for the twelve months ended December 31, 2012. |
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The Company and the Audit Committee have determined that these corrections are not material to the prior periods, the trend of earnings, and the annual 2012 consolidated financial statements. |
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Use of Estimates and Assumptions | |
Use of Estimates and Assumptions |
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The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate these estimates, including those related to revenue recognition, share-based compensation, bad debts, income taxes, contingent consideration, goodwill and long-lived asset impairment, non-monetary transactions, commitments, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. |
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Cash and Cash Equivalents | |
Cash and Cash Equivalents |
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We invest excess cash in money market funds and highly liquid debt instruments of the US government and its agencies. Highly liquid investments with stated maturities of three months or less from the date of purchase are classified as cash and cash equivalents. |
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Restricted Cash | |
Restricted Cash |
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At December 31, 2014, we had $0.2 million of restricted cash held as collateral on outstanding letters of credit, related to our San Francisco office lease. |
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Fair Value of Financial Instruments | Fair Value of Financial Instruments |
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The carrying amounts of cash equivalents, accounts receivable, and accounts payable approximate fair value because of the short-term maturities of these instruments. Based on borrowing rates currently available to us for borrowings with similar terms, the carrying values of our capital lease obligations also approximate fair value. |
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Trade Receivables | |
Trade Receivables |
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Trade receivables are carried at original invoice amount less an allowance for doubtful accounts. The allowance is established through a provision for bad debt expense. We determine the adequacy of this allowance by evaluating individual customer accounts receivable, through consideration of the customer’s financial condition, credit history and current economic conditions. In addition, we analyze our historical credit loss history and apply these loss rates to our current accounts receivable balances to verify the reasonableness of our allowance. Trade receivables are written off when deemed uncollectible. A trade receivable is generally considered past due if any portion of the receivable balance is outstanding for more than 30 days unless alternate terms are provided. |
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Inventory | |
Inventory |
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Inventory is comprised of hardware components, packaged software components and finished goods and is valued at the lower of cost or market, using the weighted average cost method. We conduct quarterly inventory reviews for obsolescence, and inventory considered unlikely to be sold is adjusted to net realizable value. |
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Business Combinations | |
Business Combinations |
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The purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill. We determine the estimated fair values after review and consideration of relevant information including discounted cash flows, quoted market prices and estimates made by management. Accordingly, these can be affected by certain performance measurements and other factors over time, which may cause final amounts to differ materially from original estimates. We adjust the preliminary purchase price allocation, as necessary, up to periods of one year after the acquisition closing date as we obtain more information regarding asset valuations and liabilities assumed. We refer to this preliminary purchase price allocation period as the measurement period. Goodwill acquired in business combinations is assigned to the reporting unit(s) expected to benefit from the combination as of the acquisition date. Acquisition related costs are recognized separately from the acquisition and are expensed as incurred. |
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Property and Equipment | |
Property and Equipment |
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The cost of property and equipment, less applicable estimated residual values, is depreciated over the shorter of their estimated useful lives or the life of the lease (if applicable), on the straight-line method, from the date the specific asset is completed, installed, and ready for use, as follows: |
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| | Estimated Useful Life | | | | | | | | | | | |
Leasehold improvements | | Shorter of life of asset or lease term | | | | | | | | | | | |
Furniture and fixtures | | 5 years | | | | | | | | | | | |
Computer hardware and software and equipment (tooling, engineering, etc.) | | 3-5 years | | | | | | | | | | | |
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Also included in property and equipment is software maintained for internal use. Internally used software, whether purchased or developed, is capitalized and amortized using the straight-line method over an estimated useful life of two to five years. |
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Impairment of Long-Lived Assets | |
Impairment of Long-Lived Assets |
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We review our long-lived assets for impairment in accordance with Property, Plant and Equipment (ASC 360). Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future net cash flows (undiscounted and without interest) expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. To date, we have not determined that any of our long-lived assets have been impaired. |
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Amortization of Intangible Assets with Finite Lives | |
Amortization of Intangible Assets with Finite Lives |
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Intangible assets with finite lives are recorded at the fair value of such assets at the time of acquisition. With the exception of our customer relationships intangible assets, which are amortized on a double-declining basis, the acquisition date fair value of such assets are amortized on a straight-line basis over the estimated useful lives. |
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Goodwill and Indefinite-Lived Intangibles | |
Goodwill and Indefinite-Lived Intangibles |
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Goodwill represents the excess of purchase price over fair value of net assets acquired and is assigned to a reporting unit at the date the goodwill is initially recorded. Goodwill and indefinite-lived intangible assets are not amortized but evaluated for impairment annually, or whenever events or changes in circumstances indicate that the value may not be recoverable. Commencing on January 1, 2013, the Company adopted the ASU 2011-08 issued by the Financial Accounting Standards Board (“FASB”) for the revised guidance on “Testing of Goodwill for Impairment.” Under this guidance, the Company has the option to choose whether it will apply the qualitative assessment first before the quantitative assessment. If a quantitative assessment is necessary a two-step test is performed at the reporting unit level to assess goodwill for impairment. First, the fair value of the reporting unit is compared to its carrying value. If the fair value exceeds the carrying value, the reporting unit is not impaired and no further testing is performed. The second step is performed if the carrying value exceeds the fair value. If the carrying value of the reporting unit exceeds its implied fair value, an impairment loss equal to the difference will be recorded. Indefinite-lived intangible assets are assessed for impairment by comparing the carrying value of the assets with their fair values. If the carrying value of an indefinite-lived intangible asset exceeds its implied fair value, an impairment loss equal to the difference will be recorded. |
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Application of the impairment test requires significant judgment to estimate the fair value. Changes in estimates and assumptions could materially affect the determination of fair value and/or impairment. See Note 7 — Goodwill and Other Intangibles. |
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Concentrations of Credit Risk | |
Concentrations of Credit Risk |
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Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. We restrict our investments in cash and cash equivalents to financial institutions, US government or federal agency instruments and obligations of corporations with high credit standing. At December 31, 2014, the majority of our cash balances were held at financial institutions located in California, in accounts that are insured by the Federal Deposit Insurance Corporation up to $250,000. Uninsured balances aggregate approximately $18.0 million as of December 31, 2014. At December 31, 2014, all of our cash equivalents consisted of financial institution obligations. We periodically perform credit evaluations of our customers and maintain reserves for potential losses on our accounts receivable. We do not believe we are subject to concentrations of credit risk with respect to such receivables. |
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Revenue Recognition | |
Revenue Recognition |
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We generate revenues principally from the sale of our EnCase® Enterprise and EnCase® Forensic software products. Our Enterprise products include perpetual licenses and are related to our EnCase® Enterprise, EnCase® Cybersecurity, and eDiscovery products. Our Forensic products include revenues related to EnCase® Forensic, EnCase® Portable, and forensic hardware sales. Revenue associated with the sale of software licenses and revenue associated with forensic hardware sales are referred to as product revenue. Revenue associated with cloud-based document review and production software-as-a-service which is referred to as subscription revenue. Revenues are also generated from training courses, implementation services and consulting services in which we assist customers with the performance of digital investigations and train their IT and legal professionals in the use of our software products, which we collectively refer to as services revenues. Our proprietary products are generally sold with one to three years of maintenance, which can be renewed at a stated renewal rate and is referred to as maintenance revenues. |
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We recognize revenue in accordance with Accounting Standards Update (“ASU”) 2009-13, Multiple-Deliverable Revenue Arrangements, (amendment to Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition), Revenue Recognition - Software topic (ASC 985-605) and Revenue Recognition (ASC 605). While the standards govern the basis for revenue recognition, significant judgment and the use of estimates are required in connection with the allocation of revenue between product, subscription, services and maintenance revenues, as well as the amount of deferred revenue to be recognized in each accounting period. |
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Revenue Recognition Criteria: In general, we recognize revenue when the following criteria have been met: |
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| · | | Persuasive evidence of an arrangement: If we either enter into contracts or receive written purchase orders issued by a customer that legally bind us and the customer, we consider that as persuasive evidence of an arrangement. | | | | | | | | | | |
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| · | | Delivery: We deem delivery of products to have occurred when the title and risk of ownership have passed to the buyer. Services revenues are considered delivered as they are performed. | | | | | | | | | | |
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| · | | Fixed or determinable fee: We consider the fee to be fixed or determinable if the fee is not subject to refund or adjustment and the payment terms are within normal established practices. If the fee is not fixed or determinable, we recognize revenues as amounts become due and payable with respect to transactions with extended payment terms, or as refund rights lapse with respect to transactions containing such provisions, provided all other revenue recognition criteria have been met. | | | | | | | | | | |
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| · | | Collection is deemed probable: We conduct a credit review for all significant transactions at the time of the arrangement to determine the credit-worthiness of the customer. Collection is deemed probable if we have a reasonable basis to expect that the customer will pay amounts under the arrangement as payments become due. | | | | | | | | | | |
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Revenue Recognition for Software Products and Software-Related Services (Software Elements) |
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Software product revenue. The timing of software product revenue recognition is dependent on the nature of the product sold or the structure of the license. |
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EnCase® Enterprise Solutions and EnCase® Forensic Solutions: Revenue associated with these arrangements, exclusive of amounts allocated to maintenance and other undelivered elements, for which we have vendor-specific objective evidence of fair value (“VSOE”), is recognized upon delivery, provided that all other criteria for revenue recognition have been met. Revenue associated with term licenses are recognized ratably over the term of the license because we have not established VSOE for post-contract customer support in term license arrangements. |
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Services and maintenance revenues. The majority of our consulting and implementation services are performed under per hour, or fixed fee arrangements. Revenues from such services are recognized as the services are provided or upon expiration of the contractual service period. |
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Training revenue is either recognized on a per-class basis upon a participant’s attendance or, for those customers who have subscribed to our Annual Training Passport program, revenue is recognized ratably over the annual period. |
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Maintenance revenue includes technical support and software updates on a when-and-if-available basis. We recognize maintenance revenue ratably over the applicable maintenance period. We determine the amount of maintenance revenue to be allocated through reference to substantive maintenance renewal provisions contained in multiple element arrangements. We consider substantive maintenance provisions to be provisions where the cost of the maintenance renewal, stated in the contract with our customer as a percentage of the product fee. |
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Revenue Recognition for Multiple-Element Arrangements — Software Products and Software-Related Services (Software Arrangements) |
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We often enter into arrangements with customers that purchase both software products and software-related services from us at the same time, or within close proximity of one another (referred to as software-related multiple-element arrangements). Such software-related multiple-element arrangements may include the sale of our software products, software maintenance services, which include license updates and product support, consulting/implementation services and training whereby the software license delivery is followed by the subsequent delivery of the other elements. For those software-related multiple-element arrangements, we have applied the residual method to determine the amount of software license revenues to be recognized pursuant to ASC 985-605. Under the residual method, if VSOE exists for the undelivered elements, this amount is deferred with the remaining, or residual, portion of the arrangement consideration recognized upon delivery of the software license, provided all other revenue recognition criteria are met. |
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Revenue Recognition for Hardware and Subscription Revenues (Nonsoftware Elements) |
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Hardware product revenue. Revenue associated with the sale of forensic hardware is recognized upon shipment to the customers, which include certain resellers, provided that all other criteria for revenue recognition have been met. |
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Subscription revenue. Customers pay subscription fees to access our cloud-based document review and production software; however, they may not take possession of the software at any time during the term of the agreement. In general, we recognize revenue for subscription fees on a straight-line basis over the contract period commencing on the date the subscription is made available to the customer. Usage-based fees, which are determined monthly, are recognized when incurred. |
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Revenue Recognition for Multiple-Element Arrangements — Hardware, SaaS and Nonsoftware-Related Services (Nonsoftware Arrangements) |
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We enter into arrangements with customers that purchase both nonsoftware-related SaaS subscription and nonsoftware-related services, such as consulting services, at the same time or within close proximity of one another (referred to as nonsoftware multiple-element arrangements). Each element within a nonsoftware multiple-element arrangement is accounted for as a separate unit of accounting provided the following criteria are met: the delivered products or services have value to the customer on a standalone basis; and for an arrangement that includes a general right of return relative to the delivered products or services, delivery or performance of the undelivered product or service is considered probable and is substantially controlled by us. We consider a deliverable to have standalone value if the product or service is sold separately by us or another vendor, or could be resold by the customer. Further, our revenue arrangements generally do not include a general right of return relative to the delivered products. Where the aforementioned criteria for a separate unit of accounting are not met, the deliverable is combined with the undelivered element and treated as a single unit of accounting for the purposes of allocation of the arrangement consideration and revenue recognition. For those units of accounting that include more than one deliverable but are treated as a single unit of accounting, we generally recognize revenues ratably over the delivery period. For the purposes of revenue classification of the elements that are accounted for as a single unit of accounting, we allocate revenue to the respective revenue line items within our consolidated statements of operations based on a rational and consistent methodology utilizing our best estimate of relative selling prices of such elements. |
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For our nonsoftware multiple-element arrangements, we allocate revenue to each element based on a selling price hierarchy at the arrangement’s inception. The selling price for each element is based upon the following selling price hierarchy: VSOE, if available; third party evidence (“TPE”) if VSOE is not available; or best estimate of selling price (“BESP”) if neither VSOE nor TPE are available. A description as to how we determine VSOE, TPE and BESP is provided below: |
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VSOE. VSOE is determined based on its historical pricing and discounting practices for the specific product or service when sold separately. In determining VSOE, we require that a substantial majority of the selling prices for these services fall within a reasonably narrow pricing range. |
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TPE. When VSOE cannot be established for deliverables in a multiple element arrangement, judgment is applied with respect to whether we can establish a selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, our go-to-market strategy differs from that of our peers and our offerings contain a significant level of differentiation such that comparable pricing of services with similar functionality has not been obtained. Furthermore, we have been unable to reliably determine selling prices of similar competitive services on a stand-alone basis. As a result, we have not been able to establish selling prices based on TPE. |
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BESP. When VSOE or TPE cannot be established, we use BESP in our allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the service were sold on a stand-alone basis. We determine BESP for deliverables by considering multiple factors including but not limited to prices we charge for similar offerings, market conditions, competitive landscape and pricing practices. |
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Revenue Recognition for Multiple-Element Arrangements — Arrangements with Software and Nonsoftware Elements |
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We also enter into multiple-element arrangements that may include a combination of our various software-related and nonsoftware-related products and services. In such arrangements, we first allocate the total arrangement consideration based on the relative selling prices to the software group of elements as a whole and to the nonsoftware group of elements. We then further allocate consideration allocated to the software group and nonsoftware group to the respective elements within that group following the guidance in ASC 985-605, ASC 605-25, and our policies described above. After the arrangement consideration has been allocated to the elements, we recognize revenue for each respective element in the arrangement as described above. |
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Deferred Revenue | |
Deferred Revenue |
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Deferred revenue consists primarily of payments received in advance of delivery of products and services associated with the sale of EnCase® product and service offerings including deferral of annual post contract support agreements. Deferred revenue also includes revenue related to undelivered elements that may or may not have been sold in conjunction with the sale of EnCase® products for which VSOE of the undelivered elements exists. |
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Research and Development | |
Research and Development |
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We maintain a research and development staff to develop new products and enhance or maintain existing products. In accordance with Software Industry—Costs of Software to Be Sold, Leased, or Marketed (ASC 985-20) software costs are expensed as incurred until technological feasibility of the software is determined and the recovery of the cost can reasonably be expected, after which any additional costs are capitalized. To date, we have expensed all software development costs because the establishment of technological feasibility of products and their availability for sale has substantially coincided. |
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Commissions | |
Commissions |
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Although we expense our sales commissions at the time a sale is invoiced to the customer, revenues from certain of our products are recognized over the relevant performance or license period. Accordingly, for those products, we generally experience a delay between when sales commissions are expensed and when we recognize the corresponding revenue. |
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Leases | |
Leases |
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We lease office facilities under operating leases and certain equipment under capital leases, and account for those leases in accordance with Leases (ASC 840). For operating leases that contain rent escalation or rent concession provisions, the total rent expense during the lease term is recorded on a straight-line basis over the term of the lease, with the difference between rent payments and the straight-line rent expense recorded as deferred rent in the accompanying Consolidated Balance Sheets. |
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Advertising Costs | |
Advertising Costs |
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Advertising costs are charged to operations as incurred and were $0.6 million as of December 31, 2014, and not significant for other periods presented. |
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Accounting for Income Taxes | |
Accounting for Income Taxes |
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We account for income taxes in accordance with Income Taxes (ASC 740). Deferred income taxes are recorded for the expected tax consequences of temporary differences between the tax bases of assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes. We record a valuation allowance to reduce our deferred tax assets to the amount of future tax benefit that is more likely than not to be realized. |
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We account for uncertainty in income taxes in accordance with Income Taxes, which requires companies to determine whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. The standard also provides guidance on de-recognition, classification, accounting in interim periods and disclosure requirements for tax contingencies. In addition, we have applied the standards in determining whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. |
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Foreign Currency Transactions | |
Foreign Currency Transactions |
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Assets and liabilities denominated in foreign currencies are remeasured at the balance sheet date. Resulting exchange rate gains or losses, which were not material to any years presented, are included as a component of general and administrative expense in current period earnings. |
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Commitments and Contingencies | |
Commitments and Contingencies |
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We periodically evaluate all pending or threatened litigation and contingencies or commitments, if any, that are reasonably likely to have a material adverse effect on our operations or financial position. In so doing, we assess the probability of an outcome and determine if it is remote, reasonably possible or probable as defined in accordance with the provisions of Contingency (ASC 450). If information available prior to the issuance of our financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements, and the amount of the loss, or the range of probable loss can be reasonably estimated, then such loss is accrued and charged to operations. If no accrual is made for a loss contingency because one or both of the conditions are not met, but the probability of an outcome is at least reasonably possible, we disclose the nature of the contingency and provide an estimate of the possible loss or range of loss, or state that such an estimate cannot be made. |
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Recent Accounting Pronouncements | |
Recent Accounting Pronouncements |
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Testing Indefinite-Lived Intangible Assets for Impairment: In July 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2012-02, Intangibles—Goodwill and Other (Topic 350)—Testing Indefinite-Lived Intangible Assets for Impairment (ASU 2012-02), to allow entities to use a qualitative approach to test indefinite-lived intangible assets for impairment. ASU 2012-02 permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed quantitative impairment test by comparing the fair value of the indefinite-lived intangible asset with its carrying value. Otherwise, the quantitative impairment test is not required. ASU 2012-02 is effective for us beginning in 2013 and earlier adoption is permitted. We adopted ASU 2012-02 effective January 1, 2013; the adoption of ASU 2012-02 did not have a material impact on our results. |
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In May 2014, the FASB and IASB jointly issued ASU No. 2014-09, Revenue from Contracts with Customers, which supercedes the revenue recognition requirements in ASC 605 Revenue Recognition. ASU 2014-09 is a comprehensive new revenue recognition standard that will supercede nearly all existing revenue recognition guidance under US GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current authoritative guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The standard is effective beginning after December 15, 2016, and early adoption is not permitted under US GAAP. We are currently evaluating the financial statement impact of the new revenue recognition standard. |
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In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This standard sets forth management’s responsibility to evaluate, each reporting period, whether there is substantial doubt about our ability to continue as a going concern, and if so, to provide related footnote disclosures. The standard is effective for annual and interim reporting periods ending after December 15, 2016. We are currently evaluating this new standard and expect it to have no impact on our financial position and results of operations. |
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Realignment Expense | |
Realignment Expense |
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As a result of reducing headcount and consolidating office space during 2014, we have incurred realignment expenses of $3.6 million. Included in the realignment expense is $3.2 million of severance expense and $0.4 million to accrue for the present value of lease payments for abandoned office space. The severance costs are included in cost of services and maintenance revenues, selling and marketing, research and development and general and administrative expenses, based on the employees’ cost center assignments prior to termination. Lease abandonment charges are included in general and administrative expenses. |
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