NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy) | 12 Months Ended |
Sep. 30, 2014 |
Nature of Business and Summary of Significant Accounting Policies [Abstract] | ' |
Principles of Consolidation | ' |
Principles of Consolidation |
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These consolidated financial statements include the accounts of Datawatch and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In 2013, the Company dissolved one of its international operations, Datawatch Europe Limited, and recorded a gain on disposition of investment of approximately $374,000. |
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Accounting Estimates | ' |
Accounting Estimates |
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The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments, which are evaluated on an on-going basis, that affect the amounts and disclosures reported in the Company’s condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The most significant estimates and judgments include those related to revenue recognition, the allowance for doubtful accounts, sales returns reserve, valuation of share-based compensation awards, useful lives of property and equipment, and the valuation of long term assets including goodwill, intellectual property and intangibles, capitalized software development costs and deferred tax assets. Actual results could differ from those estimates and judgments. |
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The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. |
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Revenue Recognition | ' |
Revenue Recognition |
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Datawatch software products are generally sold in multiple element arrangements which may include software licenses, professional services and post-contract customer support. The Company licenses its software products directly to end-users and indirectly to end-users through value added resellers and distributors. Sales to indirect distribution channels accounted for approximately 44%, 45% and 31% of total sales for the years ended September 30, 2014, 2013 and 2012, respectively. The Company’s software product offerings do not require customization and can be installed and used by customers on their own with little or no configuration required. Multi-user licenses marketed by the Company are sold as a right to use the number of licenses, and the license fee revenue is recognized upon delivery of the software. |
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Revenue typically consists of software licenses, post-contract support (“PCS”) and professional services. Revenue from the sale of all software products is generally recognized at the time of shipment, provided there are no uncertainties surrounding product acceptance, the fee is fixed or determinable, collectability is reasonably assured, persuasive evidence of the arrangement exists and there are no significant obligations remaining. PCS is typically provided under a maintenance agreement which provides technical support and rights to unspecified software maintenance updates and bug fixes on a when-and-if available basis. Revenue from PCS agreements is deferred and recognized ratably over the term of the agreements, typically one year. Professional services include advanced modeling, application design, implementation and configuration and process optimization with revenue recognized as the services are performed. These services are generally delivered on a time and materials basis, billed on a current basis as the work is performed, and generally do not involve modification or customization of the software or any unusual acceptance clauses or provisions. |
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For multiple element arrangements, total fees are allocated to each of the undelivered elements based upon vendor specific objective evidence (“VSOE”) of their fair values, with the residual amount recognized as revenue for the delivered elements. The residual method of revenue recognition is used for multi-element arrangements when the VSOE of the fair value does not exist for one of the delivered elements, generally the software license. Under the residual method, the arrangement fee is recognized as follows: (1) the total fair value of the undelivered elements, as supported by VSOE, is deferred and subsequently recognized as such items are delivered or completed and (2) the difference between the total arrangement fee and the amount allocated to the undelivered elements is recognized as revenue related to the delivered elements. VSOE for PCS contracts is generally based on stated renewal rates when the Company has determined that the renewal rate is substantive and falls within the Company’s customary pricing practices. Additionally, VSOE of fair value of the professional services is based on the amounts charged for these elements when sold separately. VSOE calculations are routinely updated and reviewed. |
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The Company also licenses its enterprise software using a subscription model. At the time a customer enters into a binding agreement to purchase a subscription, the customer is invoiced for an initial 90 day service period and an account receivable and deferred revenue are recorded. Beginning on the date the software is installed at the customer site and available for use by the customer, and provided that all other criteria for revenue recognition are met, the deferred revenue amount is recognized ratably over the period the service is provided. The customer is then invoiced every 90 days and revenue is recognized ratably over the period of the subscription. The subscription arrangement includes software, maintenance and unspecified future upgrades including major version upgrades on a when-and-if available basis. The subscription renewal rate is the same as the initial subscription rate. Subscriptions can be cancelled by the customer at any time by providing 90 days prior written notice following the first year of the subscription term. |
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The Company’s software products are sold under warranty against certain defects in material and workmanship for a period of 30 days from the date of purchase. Additionally, the Company provides its sole distributor, Lifeboat Distribution, with stock-balancing rights. Revenue from the sale of software products to distributors and resellers is recognized at the time of shipment providing all other revenue recognition criteria are met and (i) the distributor or reseller is unconditionally obligated to pay for the products, including no contingency as to product resale, (ii) the distributor or reseller has independent economic substance apart from the Company, (iii) the Company is not obligated for future performance to bring about product resale, and (iv) the amount of future returns can be reasonably estimated. The Company’s experience and history with its distributors and resellers allows for reasonable estimates of future returns. Among other things, estimates of potential future returns are made based on the inventory levels at, and the returns history with, its sole distributor and various resellers, which the Company monitors frequently. |
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Allowance for Doubtful Accounts | ' |
Allowance for Doubtful Accounts |
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The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. The Company analyzes accounts receivable and the composition of the accounts receivable aging, historical bad debts, customer creditworthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. Actual results could differ from the allowances recorded, and this difference could have a material effect on the Company’s financial position and results of operations. Receivables are written off against these allowances in the period they are determined to be uncollectible. |
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For the fiscal years ended September 30, 2014, 2013 and 2012, changes to and ending balances of the allowance for doubtful accounts were approximately as follows: |
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| | 2014 | | 2013 | | 2012 | | | | | | | | | | | | | | | | | | | | | | | | |
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Allowance for doubtful accounts balance - beginning of year | | $ | 43 | | $ | 107 | | $ | 78 | | | | | | | | | | | | | | | | | | | | | | | | |
Additions to the allowance for doubtful accounts | | | 18 | | | - | | | 93 | | | | | | | | | | | | | | | | | | | | | | | | |
Deductions against the allowance for doubtful accounts | | | -8 | | | -64 | | | -64 | | | | | | | | | | | | | | | | | | | | | | | | |
Allowance for doubtful accounts balance - end of year | | $ | 53 | | $ | 43 | | $ | 107 | | | | | | | | | | | | | | | | | | | | | | | | |
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Sales Returns Reserve | ' |
Sales Returns Reserve |
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The Company maintains reserves for potential future product returns from distributors. The Company estimates future product returns based on its experience and history with the Company’s various distributors and resellers as well as by monitoring inventory levels at such companies as described above. Adjustments are recorded as increases or decreases in revenue in the period of adjustment. Actual returns have historically been within the range estimated by management. Actual results could differ from the reserve for sales returns recorded, and this difference could have a material effect on the Company’s financial position and results of operations. |
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For the fiscal years ended September 30, 2014, 2013 and 2012, changes to and ending balances of the sales returns reserve were approximately as follows: |
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| | 2014 | | 2013 | | 2012 | | | | | | | | | | | | | | | | | | | | | | | | |
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Sales returns reserve balance - beginning of year | | $ | 20 | | $ | 105 | | $ | 70 | | | | | | | | | | | | | | | | | | | | | | | | |
Additions to the sales returns reserve | | | 24 | | | - | | | 117 | | | | | | | | | | | | | | | | | | | | | | | | |
Deductions against the sales returns reserve | | | -34 | | | -85 | | | -82 | | | | | | | | | | | | | | | | | | | | | | | | |
Sales returns reserve balance - end of year | | $ | 10 | | $ | 20 | | $ | 105 | | | | | | | | | | | | | | | | | | | | | | | | |
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Capitalized Software Development Costs | ' |
Capitalized Software Development Costs |
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The Company capitalizes certain software development costs as well as purchased software upon achieving technological feasibility of the related products. Costs that are incurred internally in researching and developing a computer software product are charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, software development costs are capitalized until the product is available for general release to customers. Such capitalized costs are amortized to cost of software licenses straight-line over the estimated life of the product, generally nine to 18 months. The Company evaluates the realizability of the assets and the related periods of amortization on a regular basis. Judgment is required in determining when technological feasibility of a product is established as well as its economic life. During fiscal year 2014, the Company capitalized approximately $250,000 of software development costs and during fiscal year 2013, the Company capitalized approximately $440,000 of software development costs. |
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For the fiscal years ended September 30, 2014, 2013 and 2012, amounts related to capitalized and purchased software development costs were approximately as follows: |
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| | 2014 | | | 2013 | | 2012 | | | | | | | | | | | | | | | | | | | | | | | |
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Capitalized and purchased software balance - beginning of year | | $ | 350 | | | $ | 30 | | $ | 14 | | | | | | | | | | | | | | | | | | | | | | | |
Capitalized software development costs | | | 250 | | | | 440 | | | 54 | | | | | | | | | | | | | | | | | | | | | | | |
Amortization of capitalized software development costs | | | -600 | | | | -120 | | | -38 | | | | | | | | | | | | | | | | | | | | | | | |
Capitalized and purchased software balance - end of year | | $ | - | | | $ | 350 | | $ | 30 | | | | | | | | | | | | | | | | | | | | | | | |
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Cash and Cash Equivalents | ' |
Cash and Cash Equivalents |
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Cash and cash equivalents include cash on hand, cash deposited with banks and highly liquid securities consisting of money market investments with original maturities of 90 days or less. |
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Concentration of Credit Risks and Major Customers | ' |
Concentration of Credit Risks and Major Customers |
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Financial instruments, which potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable. The Company’s cash is maintained with what management believes to be a high-credit quality financial institution. At times, deposits held at this bank may exceed the federally insured limits. Management believes that the financial institutions that hold the Company’s deposits are financially sound and have minimal credit risk. Risks associated with cash and cash equivalents are mitigated by the Company’s investment policy, which limits the Company’s investing of excess cash into only money market mutual funds. |
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The Company licenses its products and services directly to end-users and indirectly to end-users through U.S. and non-U.S. distributors and other software resellers, under customary credit terms. One customer, Lifeboat Distribution, accounted for approximately 15%, 20% and 17% of total revenue for the years ended September 30, 2014, 2013 and 2012 respectively. Lifeboat Distribution accounted for approximately 13% and 11% of total accounts receivable for the years ended September 30, 2014 and 2013, respectively. In fiscal 2012, the Company consolidated its indirect distribution channels under Lifeboat Distribution. The Company’s current agreement with Lifeboat Distribution is scheduled to expire in early 2015 and, to manage the transition, the Company has refocused part of its Inside Sales Team to manage and pursue the book of business previously handled by Lifeboat. |
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In addition to Lifeboat Distribution, one additional customer, Unisys Belgium, individually accounted for approximately 24% of total accounts receivable at September 30, 2012. Two additional customers, Xerox and Thomson Reuters, accounted for approximately 19% and 23%, respectively, of total accounts receivable at September 30, 2013. Other than these customers, no other customer constitutes a significant portion (more than 10%) of revenues or accounts receivable for the periods presented. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. |
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Deferred Revenue | ' |
Deferred Revenue |
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Deferred revenue consisted of the following at September 30: |
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| | 2014 | | 2013 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Maintenance | | $ | 7,154 | | $ | 6,907 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
License | | | 108 | | | 69 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other | | | 244 | | | 235 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 7,506 | | | 7,211 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Less: Long-term portion of deferred maintenance | | | -105 | | | -214 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Current portion of deferred revenue | | $ | 7,401 | | $ | 6,997 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Deferred revenue consists primarily of the unearned portion of customer support services provided by the Company to customers who purchased maintenance agreements for the Company’s products. Maintenance revenues are recognized on a straight-line basis over the term of the maintenance period, generally 12 months. |
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Other deferred revenue consists of deferred professional services revenue generated from arrangements that are invoiced in accordance with the terms and conditions of the arrangement but do not meet all the criteria for revenue recognition and are, therefore, deferred until all revenue recognition criteria are met. |
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Inventories | ' |
Inventories |
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Inventories consist of software components, primarily software licenses, manuals, compact disks and retail packaging materials. Inventories are valued at the lower of cost (first-in, first-out method) or market. |
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Property and Equipment | ' |
Property and Equipment |
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Property and equipment consists of office equipment, furniture and fixtures, software and leasehold improvements, all of which are recorded at cost. Depreciation and amortization are provided using the straight-line method over the lesser of the estimated useful lives of the related assets or term of the related leases. Useful lives and lease terms range from three to seven years. Depreciation and amortization expense related to property and equipment was approximately $158,000, $145,000 and 137,000, respectively, for the years ended September 30, 2014, 2013 and 2012. |
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Long-Lived Assets | ' |
Long-Lived Assets |
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The Company periodically evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful lives of long-lived assets and certain identifiable intangibles may warrant revision or that the carrying value of these assets may be impaired. If facts and circumstances indicate that an impairment may have occurred, the estimated undiscounted future cash flows for the estimated remaining useful life of the respective assets are compared to the carrying value. To the extent that the undiscounted future cash flows are less than the carrying value, the fair value of the asset is determined and an impairment is recognized. If such fair value is less than the current carrying value, the asset is written down to its estimated fair value. |
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Acquired Intellectual Property | ' |
Acquired Intellectual Property |
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On March 30, 2012, the Company acquired intellectual property which consisted primarily of the source code underlying its Datawatch Modeler (formerly Monarch Professional) and Datawatch Automator (formerly Data Pump) products pursuant to an Option Purchase Agreement dated as of April 29, 2004 by and among the Company, Personics Corporation, Raymond J. Huger and Math Strategies, as amended (the “Option Agreement”). Under the formula contained in the Option Agreement, the purchase price paid for the intellectual property assets was approximately $8,541,000 which was calculated based on a multiple of the aggregate royalties paid to Math Strategies by the Company for the four fiscal quarters preceding the exercise of the option. Additionally, the Company capitalized approximately $75,000 in closing costs and adjustments pursuant to a Supplemental Agreement dated March 30, 2012 between the Company and Raymond J. Huger. In fiscal 2013, the Company acquired additional intellectual property in the Panopticon Software, AB (Panopticon) transaction (Note 2) totaling $7,900,000. The acquired intellectual property assets are being amortized to cost of software licenses using the straight-line method over the estimated life of the asset, ranging from five to seven and a half years. Amortization expense related to the acquired intellectual property assets for the years ended September 30, 2014, 2013 and 2012, was approximately $2,777,000, $1,811,000 and $871,000, respectively. |
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The estimated future amortization expense related to the acquired intellectual property is as follows (in thousands): |
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Fiscal Years Ending September 30, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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2015 | | $ | 2,777 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2016 | | | 2,777 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2017 | | | 1,905 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2018 | | | 1,053 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2019 | | | 1,053 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Thereafter | | | 1,492 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total estimated future amortization expense | | $ | 11,057 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Other Intangible Assets | ' |
Other Intangible Assets |
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Other intangible assets consist of internally developed software, trade names, patents and customer lists acquired through business combinations. Other intangible assets also include loan acquisition costs. The values allocated to these intangible assets are amortized using the straight-line method over the estimated useful life of the related asset. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable and an impairment loss is recognized when it is probable that the estimated cash flows are less than the carrying amount of the asset. As of September 30, 2014, the Company does not have any long-lived assets it considers to be impaired. |
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Other intangible assets, net, were comprised of the following at September 30, 2014 and 2013: |
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Identified Intangible | | Average | | Carrying | | Accumulated | | Net Carrying | | Carrying | | Accumulated | | Net Carrying |
Asset | | Useful Life | | Amount | | Amortization | | Amount | | Amount | | Amortization | | Amount |
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Capitalized software | | 1 | | $ | 1,880 | | $ | 1,880 | | $ | - | | $ | 1,630 | | $ | 1,280 | | $ | 350 |
Patents | | 20 | | | 160 | | | 81 | | | 79 | | | 160 | | | 73 | | | 87 |
Customer lists | | 14 | | | 8,990 | | | 2,047 | | | 6,943 | | | 8,990 | | | 1,401 | | | 7,589 |
Trade names | | 3 | | | 120 | | | 52 | | | 68 | | | 120 | | | 4 | | | 116 |
Loan acquisition costs | | 4 | | | 172 | | | 172 | | | - | | | 167 | | | 49 | | | 118 |
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Total | | | | $ | 11,322 | | $ | 4,232 | | $ | 7,090 | | $ | 11,067 | | $ | 2,807 | | $ | 8,260 |
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The intangible asset amounts amortized to cost of software licenses totaled approximately $608,000, $128,000 and $46,000 for fiscal 2014, 2013 and 2012, respectively. Intangible asset amounts amortized to sales and marketing expense totaled approximately $646,000, $206,000 and $166,000 for fiscal 2014, 2013 and 2012, respectively. Intangible asset amounts amortized to general and administrative expense totaled approximately $48,000 and $4,000 for fiscal 2014 and 2013, respectively. There were no intangible assets amortized to general and administrative expense for fiscal 2012. Intangible asset amounts amortized to interest expense totaled approximately $123,000, $33,000 and $16,000 for fiscal 2014, 2013 and 2012, respectively. |
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The estimated future amortization expense related to amortizing intangible assets is as follows (in thousands): |
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Fiscal Years Ending September 30, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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2015 | | $ | 702 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2016 | | | 605 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2017 | | | 488 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2018 | | | 488 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2019 | | | 488 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Thereafter | | | 4,319 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total estimated future amortization expense | | $ | 7,090 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Goodwill | ' |
Goodwill and Indefinite-Lived Assets |
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Goodwill represents the excess of the purchase price over the fair value of identifiable net assets of acquired businesses. Indefinite-lived intangibles are intangible assets whose useful lives are indefinite in that their lives extend beyond the foreseeable horizon – that is there is no foreseeable limit on the period of time over which they are expected to contribute to the cash flows of the reporting entity. The Company accounts for these items in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350 Intangibles – Goodwill and Other. This requires that goodwill and intangible assets having indefinite lives are not amortized but instead are reviewed annually, or more frequently as a result of an event or change in circumstances, for possible impairment with impaired assets written down to fair value. Goodwill and assembled workforce are considered indefinite-lived intangibles. The Company conducts its annual impairment test for goodwill and indefinite-lived intangible assets during the fourth quarter of each fiscal year. In 2014, the Company conducted its annual goodwill impairment test on August 1, 2014. As of September 30, 2014, the Company does not have goodwill it considers to be impaired. |
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Fair Value Measurements | ' |
Fair Value Measurements |
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The Company’s financial instruments consist of cash and cash equivalents, accounts receivable and accounts payable. The estimated fair values have been determined through information obtained from market sources and management estimates. The estimated fair value of certain financial instruments including cash equivalents, accounts receivable and account payable, approximate the carrying value due to their short-term maturity. |
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The fair value of the Company’s financial assets and liabilities are measured using inputs from the three levels of fair value hierarchy which are as follows: |
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Level 1 — Quoted prices in active markets for identical assets or liabilities; |
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Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and |
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Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
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The Company classified its cash equivalents, which primarily include money market mutual funds, of approximately $38,863,000 and $2,234,000 as of September 30, 2014 and 2013, respectively, within Level 2 of the fair value hierarchy. |
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As of September 30, 2014 and 2013, the Company’s assets that are measured on a recurring basis and whose carrying values approximate their respective fair values include the following (in thousands): |
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| | September 30, 2014 | | September 30, 2013 | | | | | | | | | | | | | | | |
| | Fair Value | | Fair Value | | | | | | | | | | | | | | | |
| | Measurement | | Measurement | | | | | | | | | | | | | | | |
| | Using Input Types | | Using Input Types | | | | | | | | | | | | | | | |
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Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Money market funds | | $ | | | $ | 38,863 | | $ | - | | $ | - | | $ | 2,234 | | $ | - | | | | | | | | | | | | | | | |
Total | | $ | - | | $ | 38,863 | | $ | - | | $ | - | | $ | 2,234 | | $ | - | | | | | | | | | | | | | | | |
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Income Taxes | ' |
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Income Taxes |
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The provision for income taxes is based on the earnings or losses reported in the consolidated financial statements. The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company provides a valuation allowance against deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized, with the exception of its subsidiary in Sweden. The Company has recorded a deferred tax liability relating to the intangible assets at its Swedish subsidiary. |
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The Company follows the accounting guidance for uncertain tax positions. This guidance clarifies the accounting for income taxes by prescribing the minimum threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. |
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Net Loss Per Share | ' |
Net (Loss) Income Per Share |
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Basic net (loss) income per common share is computed by dividing net (loss) income by the weighted-average number of common shares outstanding during the period. |
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The following table details the derivation of weighted average shares outstanding used in the calculation of basic and diluted net loss for each period (in thousands, except share data): |
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| | Years Ended September 30, | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2014 | | 2013 | | 2012 | | | | | | | | | | | | | | | | | | | | | | | | |
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Net (loss) income available to common shareholders | | $ | -22,383 | | $ | -4,197 | | $ | 1,034 | | | | | | | | | | | | | | | | | | | | | | | | |
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Weighted-average number of common shares outstanding used in calculation of basic earnings per share | | | 9,998,288 | | | 6,634,011 | | | 6,251,765 | | | | | | | | | | | | | | | | | | | | | | | | |
Incremental shares from the assumed exercise of dilutive stock options | | | - | | | - | | | 477,907 | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted-average number of common shares outstanding used in calculating diluted earnings per share | | | 9,998,288 | | | 6,634,011 | | | 6,729,672 | | | | | | | | | | | | | | | | | | | | | | | | |
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As the Company was in a net loss position in fiscal 2014 and 2013, all common stock equivalents in the respective periods were anti-dilutive. As a result of being anti-dilutive, 11,059 shares and 239,451 shares for the years ended September 30, 2014 and 2013, respectively, were excluded in the calculation above. |
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Foreign Currency Translations and Transactions | ' |
Foreign Currency Translations and Transactions |
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The Company’s foreign subsidiaries functional currency is their local currency. As a result, assets and liabilities of foreign subsidiaries are translated into U.S. dollars at rates in effect at each balance sheet date. Revenues, expenses and cash flows are translated into U.S. dollars at average rates prevailing during the respective period. The related translation adjustments are reported as a separate component of shareholders’ equity under the heading “Accumulated Other Comprehensive Loss.” Included in comprehensive loss are the foreign currency translation adjustments. Foreign currency translation losses arising during fiscal 2014 and 2013 were approximately $342,000 and $162,000, respectively. Foreign currency translation gain arising during fiscal 2012 was approximately $82,000. |
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Gains and losses resulting from transactions that are denominated in currencies other than the applicable unit’s functional currency are included in the operating results of the Company and were losses of approximately $76,000 $41,000, and $126,000 for the years ended September 30, 2014, 2013 and 2012, respectively. |
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Advertising and Promotional Materials | ' |
Advertising and Promotional Materials |
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Advertising costs are expensed as incurred and amounted to approximately $752,000, $290,000 and $9,000 in fiscal years 2014, 2013 and 2012, respectively. |
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Share-Based Compensation | ' |
Share-Based Compensation |
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The Company recognizes the fair value of share-based awards over the requisite service period of the individual awards, which generally equals the vesting period. All of the Company’s share-based awards are accounted for as equity instruments and there have been no liability awards granted. See additional share-based compensation disclosure in Note 7. |
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Segment Information | ' |
Segment Information and Revenue by Geographic Location |
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The Company has determined that it has only one reportable segment. The Company’s chief operating decision maker, its Chief Executive Officer, does not manage any part of the Company separately, and the allocation of resources and assessment of performance is based solely on the Company’s consolidated operations and operating results. See Note 9 for information about the Company’s revenue by product lines and geographic operations. |
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Guarantees and Indemnifications | ' |
Guarantees and Indemnifications |
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The Company’s software products are sold under warranty against certain defects in material and workmanship for a period of 30 days from the date of purchase. The Company has never incurred significant expense under its product or service warranties and does not expect to do so in the future. As a result, the Company believes its exposure related to these warranty agreements is minimal. Accordingly, there are no liabilities recorded for warranty claims as of September 30, 2014 or 2013. |
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The Company enters into indemnification agreements in the ordinary course of business. Pursuant to these agreements, the Company agrees to indemnify, hold harmless, and to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally its customers, in connection with any patent, copyright or other intellectual property infringement claim by any third party with respect to the Company’s products. The term of these indemnification agreements is generally perpetual. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes its exposure related to these agreements is minimal. Accordingly, the Company has no liabilities recorded for these potential obligations as of September 30, 2014 or 2013. |
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Certain of the Company’s agreements also provide for the performance of services at customer sites. These agreements may contain indemnification clauses, whereby the Company will indemnify the customer from any and all damages, losses, judgments, costs and expenses for acts of its employees or subcontractors resulting in bodily injury or property damage. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has general and umbrella insurance policies that would enable it to recover a portion of any amounts paid. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes its exposure related to these agreements is minimal. Accordingly, the Company has no liabilities recorded for these potential obligations as of September 30, 2014 or 2013. |
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As permitted under Delaware law, the Company has agreements with its directors whereby the Company will indemnify them for certain events or occurrences while the director is, or was, serving at the Company’s request in such capacity. The term of the director indemnification period is for the later of ten years after the date that the director ceases to serve in such capacity or the final termination of proceedings against the director as outlined in the indemnification agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company’s director and officer insurance policy limits the Company’s exposure and would enable it to recover a portion of any future amounts paid. As a result of its insurance policy coverage for directors, the Company believes its exposure related to these indemnification agreements is minimal. The Company has no liabilities recorded for these potential obligations as September 30, 2014 or 2013. |
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Research and Development Costs |
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Research and development costs are expenses as incurred. |
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Reclassifications | ' |
Reclassifications |
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Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported net loss. |
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Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements |
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In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). The ASU is the result of a joint project by the FASB and the International Accounting Standards Board (“IASB”) to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards (“IFRS”) that would: remove inconsistencies and weaknesses, provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices across entities, jurisdictions, industries, and capital markets, improve disclosure requirements and resulting financial statements, and simplify the presentation of financial statements. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU is effective for annual reporting periods beginning after December 15, 2016. Early application is not permitted. The Company is currently assessing the impact of this guidance. |
The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements. |
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