Restatement of Condensed Consolidated Financial Statements | 3 Months Ended |
Mar. 31, 2013 |
Accounting Changes and Error Corrections [Abstract] | ' |
Accounting Changes and Error Corrections [Text Block] | ' |
| 2) | Restatement of Condensed Consolidated Financial Statements | | | | | | | | |
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Subsequent to the original issuance of the condensed consolidated financial statements for the quarter ended March 31, 2013, the Company identified errors that impacted the 2013 and 2012 quarterly financial information. Each of those errors are discussed in more detail below, and tables are included illustrating the impact of those errors on the Company’s previously issued financial statements. |
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We have concluded that revenue recognition of our subscription fees for our Diligent Boardbooks service should commence on the date the service is made available to the customer, as determined by the date the customer has full access to the product. Our historical practice was to consider the contract date to be the service commencement date, and to begin revenue recognition as of the beginning of the month in which the contract date falls. We have corrected recognition of revenue to prorate revenue on a daily basis starting on the date at which access is provided, which is generally later than the contract date. Additionally, we have concluded that installation fees charged for initial set-up of our product and training should be recognized ratably over the expected life of the customer relationship, which is estimated to be nine years, rather than over the initial contract period, generally one year, as had been our historical practice. The effect of correcting these two errors was to reduce previously reported revenue and increase previously reported deferred revenue by $1.4 million and $1.1 million for the three months ended March 31, 2013 and 2012, respectively. |
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The Company previously recorded sales commissions earned by account managers by recognizing them immediately in the period earned. In order to more appropriately match expenses with the related revenue and to be consistent with how the Company recognizes commissions for its sales staff, the Company has changed the method of recognizing commission expense for account management personnel, by amortizing commissions over the related contract period, generally twelve months. The effect of correcting this error decreased cost of revenues and increased deferred commissions by $99 thousand and $157 thousand for the three months ended March 31, 2013 and 2012, respectively. In addition, the Company historically netted deferred commissions against accrued expense. They are now presented as a separate line item on the condensed consolidated balance sheet as “Deferred Commissions”. |
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The Company has historically not collected state sales tax on the sale of its subscription service. The Company has determined that it should have collected sales tax in certain states and may also have exposure in several other states, accordingly, the Company has recorded a provision of $183 thousand and $117.5 thousand in general and administrative costs and accrued expenses for the three months ended March 31, 2013 and 2012, respectively. The resulting cumulative provision as of March 31, 2013 related to the uncollected sales tax is $919 thousand. We intend to start collecting and remitting sales tax in certain states in 2014. |
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In addition, we made corrections to accrued liabilities to record expenses in the proper periods, corrected the recording of the capital contribution for the waiver of the preferred stock dividends and made other adjustments and presentation corrections discovered subsequent to the Original Filing. |
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The changes in the Company’s income before provision for income taxes resulting from the adjustments discussed in the above paragraphs also impacted the provision for income taxes throughout each of the periods subject to restatement. In addition, we made corrections to our provision for income taxes for each of the periods subject to the restatement to correct for errors in the calculation of our NOL limitation under Section 382 of the Internal Revenue Code, state tax apportionment factors, uncertain tax positions and other tax matters. Accordingly, throughout each of the periods subject to restatement, we have restated our income tax provision and related deferred tax assets and liabilities. |
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The basic earnings per share calculation has been corrected as the weighted average shares outstanding used to compute basic earnings per share has historically excluded the convertible preferred stock outstanding. The preferred stockholders are entitled to participate on an as converted basis in any dividend on the Company’s common stock, and as such are considered participating securities to which earnings should be allocated. The preferred stock should have been considered in the calculation of earnings per share using the two-class method in periods in which the Company had net income. |
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Additionally, we have corrected the accounting for an equipment and software lease that was entered into in the first quarter of 2013 but initially recorded in the fourth quarter of 2012, and an internal use software license arrangement entered into in the third quarter of 2011. |
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The restated opening balances within the accompanying condensed consolidated statement of changes in stockholders’ equity as of January 1, 2013, which present the cumulative effect of the errors noted above through January 1, 2013, are as follows: |
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| | January 1, 2013 | | |
| | As | | Adjustments | | As Restated | | |
Previously | |
Reported | |
| | | | | | | | | | |
| | (in thousands) | | |
Additional Paid-in-Capital | | $ | 26,259 | | -207 | | $ | 26,052 | | |
Accumulated deficit | | $ | -10,656 | | -2,824 | | $ | -13,480 | | |
Accumulated Other Comprehensive Income | | $ | 67 | | 1 | | $ | 68 | | |
Total stockholders' equity | | $ | 15,754 | | -3,030 | | $ | 12,724 | | |
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The following is a reconciliation of the previously reported condensed consolidated statements of income, balance sheet and statement of cash flow amounts to the restated amounts. |
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Condensed Consolidated Statement of Income | | As | | | | | |
(in thousands, except per share amounts) | | Previously | | | | As | |
Three Months Ended March 31, 2013 | | Reported | | Adjustments | | Restated | |
| | | | | | | |
Revenues | | $ | 15,133 | | $ | -1,425 | | $ | 13,708 | |
Cost of revenues (excluding depreciation and amortization) | | | 2,872 | | | -99 | | | 2,773 | |
Gross profit | | | 12,261 | | | -1,326 | | | 10,935 | |
| | | | | | | | | | |
Operating expenses: | | | | | | | | | | |
Selling and marketing expenses | | | 2,187 | | | 92 | | | 2,279 | |
General and administrative expenses | | | 3,514 | | | 183 | | | 3,697 | |
Research and development expenses | | | 933 | | | - | | | 933 | |
Depreciation and amortization | | | 413 | | | -154 | | | 259 | |
Special committee | | | 1,632 | | | - | | | 1,632 | |
Total operating expenses | | | 8,679 | | | 121 | | | 8,800 | |
Operating income | | | 3,582 | | | -1,447 | | | 2,135 | |
| | | | | | | | | | |
Other expense, net: | | | | | | | | | | |
Interest expense, net | | | -5 | | | -3 | | | -8 | |
Foreign exchange transaction loss | | | -116 | | | - | | | -116 | |
Total other expense, net | | | -121 | | | -3 | | | -124 | |
| | | | | | | | | | |
Income before provision for income taxes | | | 3,461 | | | -1,450 | | | 2,011 | |
Income tax expense | | | 1,422 | | | -640 | | | 782 | |
Net income | | $ | 2,039 | | $ | -810 | | $ | 1,229 | |
| | | | | | | | | | |
Accrued preferred stock dividends | | | -89 | | | - | | | -89 | |
Net income attributable to common stockholders | | $ | 1,950 | | $ | -810 | | $ | 1,140 | |
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Earnings per share: | | | | | | | | | | |
Basic | | $ | 0.02 | | $ | -0.01 | | $ | 0.01 | |
Diluted | | $ | 0.02 | | $ | -0.01 | | $ | 0.01 | |
Weighted average shares outstanding: | | | | | | | | | | |
Basic | | | 83,713 | | | 32,667 | | | 116,380 | |
Diluted | | | 122,371 | | | -679 | | | 121,692 | |
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| | As | | | | | | | |
| | Previously | | | | | As | |
Condensed Consolidated Balance Sheet as of March 31, 2013 | | Reported | | Adjustments | | Restated | |
(in thousands) | | | | | | | | | | |
ASSETS | | | | | | | | | | |
Current assets: | | | | | | | | | | |
Cash and cash equivalents | | $ | 36,472 | | | - | | $ | 36,472 | |
Accounts receivable, net | | | 3,378 | | | -1,749 | | | 1,629 | |
Deferred commissions | | | - | | | 2,066 | | | 2,066 | |
Prepaid expenses and other current assets | | | 1,270 | | | 52 | | | 1,322 | |
Deferred tax assets | | | 775 | | | 3,166 | | | 3,941 | |
Total current assets | | | 41,895 | | | 3,535 | | | 45,430 | |
| | | | | | | | | | |
Property and equipment, net | | | 4,811 | | | 299 | | | 5,110 | |
Deferred tax assets | | | - | | | 1,756 | | | 1,756 | |
Intangible assets, net | | | 181 | | | -181 | | | - | |
Security deposits | | | 208 | | | - | | | 208 | |
Other non-current assets | | | 59 | | | - | | | 59 | |
Total assets | | $ | 47,154 | | $ | 5,409 | | $ | 52,563 | |
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LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY | | | | | | | | | | |
Current liabilities: | | | | | | | | | | |
Accounts payable | | $ | 933 | | $ | - | | $ | 933 | |
Accrued expenses and other liabilities | | | 3,087 | | | 2,415 | | | 5,502 | |
Income taxes payable | | | 1,127 | | | -819 | | | 308 | |
Deferred revenue | | | 17,999 | | | -144 | | | 17,855 | |
Obligations under capital leases | | | 703 | | | 1 | | | 704 | |
Total current liabilities | | | 23,849 | | | 1,453 | | | 25,302 | |
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Non-current liabilities: | | | | | | | | | | |
Deferred revenue, less current portion | | | - | | | 7,648 | | | 7,648 | |
Obligations under capital leases, less current portion | | | 1,428 | | | 21 | | | 1,449 | |
Deferred tax liabilities | | | 111 | | | -81 | | | 30 | |
Other non-current liabilities | | | 198 | | | 52 | | | 250 | |
Total non-current liabilities | | | 1,737 | | | 7,640 | | | 9,377 | |
| | | | | | | | | | |
Total liabilities | | | 25,586 | | | 9,093 | | | 34,679 | |
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Redeemable preferred stock: | | | | | | | | | | |
Series A convertible redeemable preferred stock | | | 3,240 | | | - | | | 3,240 | |
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Stockholders' equity: | | | | | | | | | | |
Common Stock | | | 84 | | | - | | | 84 | |
Additional paid-in capital | | | 26,847 | | | -53 | | | 26,794 | |
Accumulated deficit | | | -8,617 | | | -3,634 | | | -12,251 | |
Accumulated other comprehensive income | | | 14 | | | 3 | | | 17 | |
Total stockholders' equity | | | 18,328 | | | -3,684 | | | 14,644 | |
Total liabilities, redeemable preferred stock and stockholders' equity | | $ | 47,154 | | $ | 5,409 | | $ | 52,563 | |
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Condensed Consolidated Statement of Cash Flows | | As Previously | | | | | As | |
(in thousands) | | Reported | | Adjustments | | Restated | |
Three Months Ended March 31, 2013 | | | | | | | | | | |
| | | | | | | | | | |
Cash flows from operating activities: | | | | | | | | | | |
Net income | | $ | 2,039 | | $ | -810 | | $ | 1,229 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | |
Depreciation and amortization | | | 413 | | | -154 | | | 259 | |
Share-based compensation | | | 341 | | | -1 | | | 340 | |
Net deferred tax assets and liabilities | | | -132 | | | -95 | | | -227 | |
Excess tax benefits realized from share-based compensation | | | -269 | | | 84 | | | -185 | |
Changes in operating assets and liabilities: | | | | | | | | | | |
Accounts receivable | | | -360 | | | 273 | | | -87 | |
Deferred commissions | | | - | | | 16 | | | 16 | |
Prepaid expenses and other assets | | | -388 | | | 72 | | | -316 | |
Security deposits | | | - | | | 17 | | | 17 | |
Accounts payable and accrued expenses | | | 1,183 | | | 336 | | | 1,519 | |
Income taxes payable | | | - | | | -899 | | | -899 | |
Deferred revenue | | | 418 | | | 1,150 | | | 1,568 | |
Other | | | -80 | | | 95 | | | 15 | |
Net cash provided by operating activities | | | 3,165 | | | 84 | | | 3,249 | |
Cash flows from investing activities: | | | | | | | | | | |
Purchases of property and equipment | | | -149 | | | - | | | -149 | |
Proceeds from maturity of term deposit | | | 105 | | | - | | | 105 | |
Net cash used in investing activities | | | -44 | | | - | | | -44 | |
Cash flows from financing activities: | | | | | | | | | | |
Payment of preferred stock dividend | | | -120 | | | - | | | -120 | |
Proceeds from exercise of stock options | | | 74 | | | - | | | 74 | |
Excess tax benefits realized from share-based compensation | | | 269 | | | -84 | | | 185 | |
Payments of obligations under capital leases | | | -92 | | | - | | | -92 | |
Payments of obligations under software licensing agreements | | | -36 | | | - | | | -36 | |
Net cash used in financing activities | | | 95 | | | -84 | | | 11 | |
Effect of exchange rates on cash and cash equivalents | | | -55 | | | - | | | -55 | |
Net increase in cash and cash equivalents | | | 3,161 | | | - | | | 3,161 | |
Cash and cash equivalents at beginning of period | | | 33,311 | | | - | | | 33,311 | |
Cash and cash equivalents at end of period | | $ | 36,472 | | $ | - | | $ | 36,472 | |
| | | | | | | | | | |
Supplemental disclosure of cash flow information: | | | | | | | | | | |
Cash paid during the period for : | | | | | | | | | | |
Interest | | $ | 11 | | $ | - | | $ | 11 | |
Income taxes | | $ | 1,775 | | $ | - | | $ | 1,775 | |
Supplemental disclosure of noncash investing and financing activities: | | | | | | | | | | |
Capital contribution in lieu of preferred stock dividend | | $ | - | | $ | 240 | | $ | 240 | |
Property and equipment acquired under capital lease agreements | | $ | - | | $ | 1,306 | | $ | 1,306 | |
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Condensed Consolidated Statement of Income | | As | | | | | |
(in thousands, except per share amounts) | | Previously | | | | As | |
Three Months Ended March 31, 2012 | | Reported | | Adjustments | | Restated | |
| | | | | | | | | | |
Revenues | | $ | 8,214 | | $ | -1,133 | | $ | 7,081 | |
Cost of revenues (excluding depreciation and amortization) | | | 2,165 | | | -157 | | | 2,008 | |
Gross profit | | | 6,049 | | | -976 | | | 5,073 | |
| | | | | | | | | | |
Operating expenses: | | | | | | | | | | |
Selling and marketing expenses | | | 1,939 | | | 3 | | | 1,942 | |
General and administrative expenses | | | 1,509 | | | 168 | | | 1,677 | |
Research and development expenses | | | 474 | | | - | | | 474 | |
Depreciation and amortization | | | 228 | | | -4 | | | 224 | |
Total operating expenses | | | 4,150 | | | 167 | | | 4,317 | |
Operating income | | | 1,899 | | | -1,143 | | | 756 | |
| | | | | | | | | | |
Other income, net: | | | | | | | | | | |
Interest income, net | | | 48 | | | -6 | | | 42 | |
Foreign exchange transaction gain | | | 6 | | | - | | | 6 | |
Total other income, net | | | 54 | | | -6 | | | 48 | |
| | | | | | | | | | |
Income before provision for income taxes | | | 1,953 | | | -1,149 | | | 804 | |
Income tax expense | | | 53 | | | 142 | | | 195 | |
Net income | | $ | 1,900 | | $ | -1,291 | | $ | 609 | |
| | | | | | | | | | |
Accrued preferred stock dividends | | | -89 | | | - | | | -89 | |
Net income available to common stockholders | | $ | 1,811 | | $ | -1,291 | | $ | 520 | |
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Earnings per share: | | | | | | | | | | |
Basic | | $ | 0.02 | | $ | -0.02 | | $ | 0 | |
Diluted | | $ | 0.02 | | $ | -0.02 | | $ | 0 | |
| | | | | | | | | | |
Weighted average shares outstanding: | | | | | | | | | | |
Basic | | | 81,806 | | | 32,667 | | | 114,473 | |
Diluted | | | 119,991 | | | -370 | | | 119,621 | |
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| | As | | | | | |
| | Previously | | | | As | |
Condensed Consolidated Balance Sheet as of December 31, 2012 | | Reported | | Adjustments | | Restated | |
(in thousands) | | | | | | | | | | |
ASSETS | | | | | | | | | | |
Current assets: | | | | | | | | | | |
Cash and cash equivalents | | $ | 33,311 | | $ | - | | $ | 33,311 | |
Term deposit | | | 103 | | | - | | | 103 | |
Accounts receivable, net | | | 3,018 | | | -1,476 | | | 1,542 | |
Deferred commissions | | | - | | | 2,081 | | | 2,081 | |
Prepaid expenses and other current assets | | | 882 | | | 17 | | | 899 | |
Deferred tax assets | | | 643 | | | 3,296 | | | 3,939 | |
Total current assets | | | 37,957 | | | 3,918 | | | 41,875 | |
| | | | | | | | | | |
Property and equipment, net | | | 5,037 | | | -1,124 | | | 3,913 | |
Deferred tax assets | | | - | | | 1,532 | | | 1,532 | |
Intangible assets, net | | | 217 | | | -217 | | | - | |
Security deposits | | | 225 | | | - | | | 225 | |
Other non-current assets | | | 167 | | | - | | | 167 | |
Total assets | | $ | 43,603 | | $ | 4,109 | | $ | 47,712 | |
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LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY | | | | | | | | | | |
Current liabilities: | | | | | | | | | | |
Accounts payable | | $ | 222 | | $ | - | | $ | 222 | |
Accrued expenses and other liabilities | | | 2,615 | | | 2,350 | | | 4,964 | |
Income taxes payable | | | 1,640 | | | -249 | | | 1,391 | |
Deferred revenue | | | 17,581 | | | -609 | | | 16,972 | |
Obligations under capital leases | | | 702 | | | - | | | 702 | |
Total current liabilities | | | 22,760 | | | 1,490 | | | 24,251 | |
| | | | | | | | | | |
Non-current liabilities: | | | | | | | | | | |
Deferred revenue, less current portion | | | - | | | 6,964 | | | 6,964 | |
Obligations under capital leases, less current portion | | | 1,522 | | | -1,285 | | | 237 | |
Deferred tax liabilities | | | 111 | | | -81 | | | 31 | |
Other non-current liabilities | | | 223 | | | 49 | | | 272 | |
Total non-current liabilities | | | 1,856 | | | 5,649 | | | 7,504 | |
| | | | | | | | | | |
Total liabilities | | | 24,616 | | | 7,139 | | | 31,755 | |
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Redeemable preferred stock: | | | | | | | | | | |
Series A convertible redeemable preferred stock | | | 3,233 | | | - | | | 3,233 | |
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Stockholders' equity: | | | | | | | | | | |
Common Stock | | | 84 | | | - | | | 84 | |
Additional paid-in capital | | | 26,259 | | | -207 | | | 26,052 | |
Accumulated deficit | | | -10,656 | | | -2,824 | | | -13,480 | |
Accumulated other comprehensive income | | | 67 | | | 1 | | | 68 | |
Total stockholders' equity | | | 15,754 | | | -3,030 | | | 12,725 | |
Total liabilities, redeemable preferred stock and stockholders' equity | | $ | 43,603 | | $ | 4,109 | | $ | 47,712 | |
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Condensed Consolidated Statement of Cash Flows | | As Previously | | | | As | | | | |
(in thousands) | | Reported | | Adjustments | | Restated | | | | |
Three Months Ended March 31, 2012 | | | | | | | | | | |
| | | | | | | | | | |
Cash flows from operating activities: | | | | | | | | | | |
Net income | | 1,900 | | -1,291 | | 609 | | | | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | |
Depreciation and amortization | | 228 | | -4 | | 224 | | | | |
Share-based compensation | | 222 | | - | | 222 | | | | |
Net deferred tax assets and liabilities | | - | | -31 | | -31 | | | | |
Changes in operating assets and liabilities: | | | | | | | | | | |
Accounts receivable | | 189 | | 141 | | 330 | | | | |
Deferred commissions | | - | | -15 | | -15 | | | | |
Prepaid expenses and other assets | | -298 | | 29 | | -269 | | | | |
Security deposits | | - | | -35 | | -35 | | | | |
Accounts payable and accrued expenses | | -887 | | 120 | | -767 | | | | |
Deferred revenue | | 2,329 | | 1,044 | | 3,373 | | | | |
Other | | -27 | | 42 | | 15 | | | | |
Net cash provided by operating activities | | 3,656 | | - | | 3,656 | | | | |
Cash flows from investing activities: | | | | | | | | | | |
Purchases of property and equipment | | -354 | | - | | -354 | | | | |
Net cash used in investing activities | | -354 | | - | | -354 | | | | |
Cash flows from financing activities: | | | | | | | | | | |
Payment of preferred stock dividend | | -120 | | - | | -120 | | | | |
Proceeds from exercise of stock options | | 17 | | - | | 17 | | | | |
Payments of obligations under capital leases | | -28 | | - | | -28 | | | | |
Payments of obligations under software licensing agreements | | -36 | | - | | -36 | | | | |
Net cash used in financing activities | | -167 | | - | | -167 | | | | |
Effect of exchange rates on cash and cash equivalents | | 46 | | - | | 46 | | | | |
Net increase in cash and cash equivalents | | 3,181 | | - | | 3,181 | | | | |
Cash and cash equivalents at beginning of period | | 8,931 | | - | | 8,931 | | | | |
Cash and cash equivalents at end of period | | 12,112 | | - | | 12,112 | | | | |
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Supplemental disclosure of cash flow information: | | | | | | | | | | |
Cash paid during the period for: | | | | | | | | | | |
Interest | | 5 | | - | | 5 | | | | |
Income taxes | | 53 | | - | | 53 | | | | |
Supplemental disclosure of noncash investing and financing activities: | | | | | | | | | | |
Capital contribution in lieu of preferred stock dividend | | - | | 240 | | 240 | | | | |
| | | | | | | | | | |
Tender of common stock in lieu of interest payment on note receivable from shareholder | | 200 | | - | | 200 | | | | |
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