Document_and_Entity_Informatio
Document and Entity Information (USD $) | 9 Months Ended | ||
Sep. 30, 2014 | Nov. 13, 2014 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'GSE SYSTEMS INC | ' | ' |
Entity Central Index Key | '0000944480 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $28,901,284 |
Entity Common Stock, Shares Outstanding | ' | 17,887,859 | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q3 | ' | ' |
Document Type | '10-Q | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 30-Sep-14 | ' | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $16,028 | $15,643 |
Restricted cash | 470 | 45 |
Contract receivables, net | 12,478 | 24,557 |
Prepaid expenses and other current assets | 3,543 | 3,699 |
Total current assets | 32,519 | 43,944 |
Equipment, software and leasehold improvements | 7,064 | 7,090 |
Accumulated depreciation | 5,331 | 5,175 |
Equipment, software and leasehold improvements, net | 1,733 | 1,915 |
Software development costs, net | 1,437 | 1,020 |
Intangible assets, net | 597 | 709 |
Long-term restricted cash | 3,721 | 1,021 |
Other assets | 180 | 218 |
Total assets | 40,187 | 48,827 |
Current liabilities: | ' | ' |
Accounts payable | 1,805 | 3,554 |
Accrued expenses | 1,642 | 1,903 |
Accrued compensation and payroll taxes | 2,226 | 2,497 |
Billings in excess of revenue earned | 7,343 | 6,545 |
Accrued warranty | 1,502 | 1,851 |
Other current liabilities | 972 | 1,603 |
Total current liabilities | 15,490 | 17,953 |
Other liabilities | 63 | 487 |
Total liabilities | 15,553 | 18,440 |
Stockholder's equity: | ' | ' |
Preferred stock $.01 par value, 2,000,000 shares authorized, shares issued and outstanding none in 2014 and 2013 | 0 | 0 |
Common stock $.01 par value, 30,000,000 shares authorized, shares issued 19,486,770 in 2014 and 2013 | 195 | 195 |
Additional paid-in capital | 72,719 | 72,205 |
Accumulated deficit | -44,305 | -38,400 |
Accumulated other comprehensive loss | -976 | -614 |
Treasury stock at cost, 1,598,911 shares in 2014 and 2013 | -2,999 | -2,999 |
Total stockholders' equity | 24,634 | 30,387 |
Total liabilities and stockholders' equity | $40,187 | $48,827 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Stockholder's equity: | ' | ' |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Common stock, shares issued (in shares) | 19,486,770 | 19,486,770 |
Treasury stock, shares acquired (in shares) | 1,598,911 | 1,598,911 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Consolidated Statements of Operations (Unaudited) | ' | ' | ' | ' |
Contract revenue | $7,823 | $11,883 | $24,823 | $35,300 |
Cost of revenue | 5,368 | 8,811 | 17,497 | 26,332 |
Write-down of capitalized software development costs | 0 | 0 | 0 | 2,174 |
Gross profit | 2,455 | 3,072 | 7,326 | 6,794 |
Operating expenses: | ' | ' | ' | ' |
Selling, general and administrative | 4,226 | 3,808 | 12,822 | 11,919 |
Goodwill impairment loss | 0 | 0 | 0 | 4,462 |
Depreciation | 140 | 135 | 413 | 434 |
Amortization of definite-lived intangible assets | 36 | 51 | 108 | 155 |
Total operating expenses | 4,402 | 3,994 | 13,343 | 16,970 |
Operating loss | -1,947 | -922 | -6,017 | -10,176 |
Interest income, net | 44 | 22 | 103 | 85 |
Gain (loss) on derivative instruments, net | 69 | -78 | 178 | -221 |
Other expense, net | 0 | -49 | -7 | -60 |
Loss before income taxes | -1,834 | -1,027 | -5,743 | -10,372 |
Provision (benefit) for income taxes | 61 | -32 | 162 | -23 |
Net loss | ($1,895) | ($995) | ($5,905) | ($10,349) |
Basic loss per common share | ($0.11) | ($0.06) | ($0.33) | ($0.57) |
Diluted loss per common share | ($0.11) | ($0.06) | ($0.33) | ($0.57) |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Consolidated Statements of Comprehensive Loss | ' | ' | ' | ' |
Net loss | ($1,895) | ($995) | ($5,905) | ($10,349) |
Foreign currency translation adjustment, net of tax | -261 | 252 | -362 | 92 |
Comprehensive loss | ($2,156) | ($743) | ($6,267) | ($10,257) |
CONSOLIDATED_STATEMENT_OF_CHAN
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury Stock | Total |
In Thousands, except Share data | ||||||
Balance at Dec. 31, 2013 | $195 | $72,205 | ($38,400) | ($614) | ($2,999) | $30,387 |
Balance (in shares) at Dec. 31, 2013 | 19,486,770 | ' | ' | ' | -1,598,911 | ' |
Stock-based compensation expense | ' | 514 | ' | ' | ' | 514 |
Foreign currency translation adjustment, net of tax | ' | ' | ' | -362 | ' | -362 |
Treasury stock at cost | ' | ' | ' | ' | ' | 0 |
Treasury stock at cost (in shares) | ' | ' | ' | ' | ' | 0 |
Net loss | ' | ' | -5,905 | ' | ' | -5,905 |
Balance at Sep. 30, 2014 | $195 | $72,719 | ($44,305) | ($976) | ($2,999) | $24,634 |
Balance (in shares) at Sep. 30, 2014 | 19,486,770 | ' | ' | ' | -1,598,911 | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net loss | ($5,905) | ($10,349) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Goodwill impairment loss | 0 | 4,462 |
Write-down of capitalized software development costs | 0 | 2,174 |
Depreciation | 413 | 434 |
Amortization of definite-lived intangible assets | 108 | 155 |
Capitalized software amortization | 173 | 509 |
Amortization of deferred financing costs | 0 | 9 |
Change in fair value of contingent consideration | 69 | 215 |
Stock-based compensation expense | 514 | 641 |
Equity loss on investments | 38 | 148 |
(Gain) loss on derivative instruments | -178 | 221 |
Changes in assets and liabilities: | ' | ' |
Contract receivables | 11,928 | 3,068 |
Prepaid expenses and other assets | 419 | -744 |
Accounts payable, accrued compensation and accrued expenses | -2,292 | -1,425 |
Billings in excess of revenue earned | 792 | -186 |
Accrued warranty reserves | -349 | -266 |
Other liabilities | -575 | 263 |
Net cash provided by (used in) operating activities | 5,155 | -671 |
Cash flows from investing activities: | ' | ' |
Capital expenditures | -240 | -287 |
Capitalized software development costs | -590 | -1,162 |
Restrictions of cash as collateral under letters of credit | -3,159 | -228 |
Releases of cash as collateral under letters of credit | 34 | 0 |
Net cash used in investing activities | -3,955 | -1,677 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance of common stock | 0 | 44 |
Payments of the liability-classified contingent consideration arrangements | -500 | -1,890 |
Treasury stock purchases | 0 | -651 |
Net cash used in financing activities | -500 | -2,497 |
Effect of exchange rate changes on cash | -315 | 18 |
Net increase (decrease) in cash and cash equivalents | 385 | -4,827 |
Cash and cash equivalents at beginning of year | 15,643 | 22,386 |
Cash and cash equivalents at end of period | $16,028 | $17,559 |
Basis_of_Presentation_and_Reve
Basis of Presentation and Revenue Recognition | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Basis of Presentation and Revenue Recognition [Abstract] | ' | ||||||||
Basis of Presentation and Revenue Recognition | ' | ||||||||
1 | Basis of Presentation and Revenue Recognition | ||||||||
Basis of Presentation | |||||||||
The consolidated interim financial statements included herein have been prepared by GSE Systems, Inc. (the "Company" or "GSE") without independent audit. In the opinion of the Company's management, all adjustments and reclassifications of a normal and recurring nature necessary to present fairly the financial position, results of operations and cash flows for the periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") have been condensed or omitted. The results of operations for interim periods are not necessarily an indication of the results for the full year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission on March 26, 2014. | |||||||||
The Company has only one reportable segment. The Company has a wide range of knowledge of simulation systems and the processes those systems are intended to control and model. The Company's knowledge is concentrated heavily in simulation technology and model development. The Company is primarily engaged in simulation for the power generation industry and the process industries. Contracts typically range from 1 to 3 years. | |||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting period. The Company's most significant estimates relate to revenue recognition, product warranties, capitalization of software development costs, valuation of intangible assets acquired, contingent consideration issued in business acquisitions, and the recoverability of deferred tax assets. Actual results could differ from these estimates and those differences could be material. | |||||||||
Revenue Recognition | |||||||||
The majority of the Company's revenue is derived through the sale of uniquely designed systems containing hardware, software and other materials under fixed-price contracts. Revenue under these fixed-price contracts is accounted for on the percentage-of-completion method. This methodology recognizes revenue and earnings as work progresses on the contract and is based on an estimate of the revenue and earnings earned to date, less amounts recognized in prior periods. The Company bases its estimate of the degree of completion of the contract by reviewing the relationship of costs incurred to date to the expected total costs that will be incurred on the project. Estimated contract earnings are reviewed and revised periodically as the work progresses, and the cumulative effect of any change in estimate is recognized in the period in which the change is identified. Estimated losses are charged against earnings in the period such losses are identified. The Company recognizes revenue arising from contract claims either as income or as an offset against a potential loss only when the amount of the claim can be estimated reliably and realization is probable and there is a legal basis for the claim. | |||||||||
Uncertainties inherent in the performance of contracts include labor availability and productivity, material costs, change order scope and pricing, software modification and customer acceptance issues. The reliability of these cost estimates is critical to the Company's revenue recognition as a significant change in the estimates can cause the Company's revenue and related margins to change significantly from the amounts estimated in the early stages of the project. | |||||||||
As the Company recognizes revenue under the percentage-of-completion method, it provides an accrual for estimated future warranty costs based on historical experience and projected claims. The Company's long-term contracts generally provide for a one-year warranty on parts, labor and any bug fixes as it relates to software embedded in the systems. | |||||||||
The Company's system design contracts do not normally provide for "post customer support service" ("PCS") in terms of software upgrades, software enhancements or telephone support. In order to obtain PCS, the customers must normally purchase a separate contract. Such PCS arrangements are generally for a one-year period renewable annually and include customer support, unspecified software upgrades, and maintenance releases. The Company recognizes revenue from these contracts ratably over the life of the agreements. | |||||||||
Revenue from the sale of software licenses which do not require significant modifications or customization for the Company's modeling tools are recognized when the license agreement is signed, the license fee is fixed and determinable, delivery has occurred, and collection is considered probable. | |||||||||
Revenue from certain consulting or training contracts is recognized on a time-and-material basis. For time-and-material type contracts, revenue is recognized based on hours incurred at a contracted labor rate plus expenses. | |||||||||
For the three and nine months ended September 30, 2014 and 2013, the following customer provided more than 10% of the Company's consolidated revenue: | |||||||||
Three Months ended | Nine Months ended | ||||||||
September 30, | September 30, | ||||||||
2014 | 2013 | 2014 | 2013 | ||||||
Slovenské elektrárne, a.s. | 0.80% | 31.10% | 3.40% | 25.60% |
Recently_Adopted_Accounting_Pr
Recently Adopted Accounting Pronouncements | 9 Months Ended | |
Sep. 30, 2014 | ||
Recently Adopted Accounting Pronouncements [Abstract] | ' | |
Recently Adopted Accounting Pronouncements [Text Block] | ' | |
2 | Recently Adopted Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, which provides guidance for revenue recognition. 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 today's 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. This guidance will be effective for the Company in the first quarter of its fiscal year ending December 31, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently in the process of evaluating the impact of its pending adoption of this ASU on the Company's consolidated financial statements and has not yet determined the method by which it will adopt the standard in 2017. |
Basic_and_Diluted_Loss_Per_Com
Basic and Diluted Loss Per Common Share | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Basic and Diluted Income (Loss) Per Common Share [Abstract] | ' | ||||||||||||||||
Basic and Diluted Income (Loss) Per Common Share | ' | ||||||||||||||||
3 | Basic and Diluted Loss Per Common Share | ||||||||||||||||
Basic loss per share is based on the weighted average number of outstanding common shares for the period. Diluted loss per share adjusts the weighted average shares outstanding for the potential dilution that could occur if stock options were exercised into common stock. | |||||||||||||||||
The number of common shares and common share equivalents used in the determination of basic and diluted loss per share were as follows: | |||||||||||||||||
(in thousands, except for share amounts) | Three Months ended | Nine Months ended | |||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net loss | $ | (1,895 | ) | $ | (995 | ) | $ | (5,905 | ) | $ | (10,349 | ) | |||||
Denominator: | |||||||||||||||||
Weighted-average shares outstanding for basic earnings per share | 17,887,859 | 18,058,319 | 17,887,859 | 18,232,873 | |||||||||||||
Effect of dilutive securities: | |||||||||||||||||
Employee stock options | - | - | - | - | |||||||||||||
Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share | 17,887,859 | 18,058,319 | 17,887,859 | 18,232,873 | |||||||||||||
Shares related to dilutive securities excluded because inclusion would be anti-dilutive | 2,736,703 | 2,899,349 | 2,730,558 | 2,909,597 |
Contract_Receivables
Contract Receivables | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Contract Receivables [Abstract] | ' | ||||||||
Contract Receivables | ' | ||||||||
4 | Contract Receivables | ||||||||
Contract receivables represent balances due from a broad base of both domestic and international customers. All contract receivables are considered to be collectible within twelve months. Recoverable costs and accrued profit not billed represent costs incurred and associated profit accrued on contracts that will become billable upon future milestones or completion of contracts. | |||||||||
The components of contract receivables are as follows: | |||||||||
(in thousands) | September 30, | December 31, | |||||||
2014 | 2013 | ||||||||
Billed receivables | $ | 6,201 | $ | 19,040 | |||||
Recoverable costs and accrued profit not billed | 6,279 | 5,519 | |||||||
Allowance for doubtful accounts | (2 | ) | (2 | ) | |||||
Total contract receivables, net | $ | 12,478 | $ | 24,557 | |||||
Recoverable costs and accrued profit not billed totaled $6.3 million and $5.5 million as of September 30, 2014 and December 31, 2013, respectively. During October 2014, the Company invoiced $1.4 million of the unbilled amounts. | |||||||||
The following customers account for more than 10% of the Company's consolidated contract receivables as of: | |||||||||
30-Sep-14 | 31-Dec-13 | ||||||||
China Nuclear Power Engineering Company | 15.50% | 4.90% | |||||||
Slovenské elektrárne, a.s. | 2.40% | 35.90% |
Software_Development_Costs
Software Development Costs | 9 Months Ended | ||
Sep. 30, 2014 | |||
Software Development Costs [Abstract] | ' | ||
Software Development Costs | ' | ||
5 | Software Development Costs | ||
Certain computer software development costs are capitalized in the accompanying consolidated balance sheets. Capitalization of computer software development costs begins upon the establishment of technological feasibility. Capitalization ceases and amortization of capitalized costs begins when the software product is commercially available for general release to customers. Amortization of capitalized computer software development costs is included in cost of revenue and is determined using the straight-line method over the remaining estimated economic life of the product, typically three years. On an annual basis, and more frequently as conditions indicate, the Company assesses the recovery of the unamortized software development costs by estimating the net undiscounted cash flows expected to be generated by the sale of the product. If the undiscounted cash flows are not sufficient to recover the unamortized software costs the Company will write-down the investment to its estimated fair value based on future undiscounted cash flows. The excess of any unamortized software development costs over the related net realizable value is written down and charged to cost of revenue. | |||
Software development costs capitalized were $241,000 and $590,000 for the three and nine months ended September 30, 2014, respectively, and $167,000 and $1.2 million for the three and nine months ended September 30, 2013, respectively. Total amortization expense was $78,000 and $173,000 for the three and nine months ended September 30, 2014, respectively, and $31,000 and $509,000 for the three and nine months ended September 30, 2013, respectively. | |||
During the second quarter of 2013, the Company incurred a charge of $2.2 million related to the write-down of certain capitalized software development costs based on the net realizable value analysis. The Company did not recognize any write-downs of software development costs in 2014. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 9 Months Ended | ||
Sep. 30, 2014 | |||
Goodwill and Intangible Assets [Abstract] | ' | ||
Goodwill and Intangible Assets | ' | ||
6 | Goodwill and Intangible Assets | ||
Goodwill | |||
The Company reviews goodwill for impairment annually as of November 30 or whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable in accordance with Accounting Standards Codification ("ASC") 350, Intangibles — Goodwill and Other. The provisions of ASC 350 require that we perform a two-step impairment test on goodwill. In the first step, we compare the fair value of our reporting unit to its carrying value. The Company has only one reporting unit. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired, and we are not required to perform further testing. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then we must perform the second step of the impairment test in order to determine the implied fair value of the reporting unit's goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit's assets and liabilities in a manner similar to a purchase price allocation, with any residual fair value allocated to goodwill. If the carrying value of the reporting unit's goodwill exceeds its implied fair value, then we record an impairment loss equal to the difference. | |||
Based upon indicators of impairment in the second quarter of 2013, which included a substantial decrease in the Company's market capitalization following the announcement of the Company's first quarter 2013 earnings, and significantly lower than projected revenue and profits as a result of a change in market conditions, the Company performed an interim impairment test as of June 30, 2013. | |||
The fair value of our reporting unit was estimated using a combination of appropriately weighted income and market approaches. The cash flows employed in the income approach were based on forecasts and business plans developed in the second quarter of 2013, as well as various growth rate assumptions for the years beyond the current business plan period, discounted using an estimated weighted average cost of capital ("WACC"). The WACC is comprised of (1) a risk free rate of return, (2) an equity and size risk premium that is based on the rate of return on equity of publicly traded companies with business characteristics comparable to our reporting unit, (3) the current after-tax market rate of return on debt of companies with business characteristics similar to our reporting unit, each weighted by the relative market value percentages of our equity and debt, and (4) an industry and specific company risk factor. | |||
The results of the ASC 350 Step 1 goodwill impairment analysis indicated that the estimated fair value of our reporting unit was less than the carrying value. The reporting unit was unfavorably impacted by a combination of lower current and projected cash flows. Because our reporting unit's fair value estimate was lower than its carrying value, we applied the second step of the goodwill test, in accordance with ASC 350. | |||
The second step of the goodwill impairment analysis indicated that the carrying value of the goodwill associated with the reporting unit exceeded its implied fair value resulting in a $4.5 million goodwill impairment charge, non-deductible for tax purposes. As a result of the analysis, the Company recorded a full goodwill impairment. The impairment was non-cash in nature and did not affect the Company's liquidity nor impact the debt covenants under the Company's credit facility. | |||
Intangible Assets Subject to Amortization | |||
The Company's intangible assets include amounts recognized in connection with business acquisitions, including customer relationships, contract backlog and technology. Intangible assets are initially valued at fair market value using generally accepted valuation methods appropriate for the type of intangible asset. Amortization is recognized on a straight-line basis over the estimated useful life of the intangible assets, except for contract backlog and contractual customer relationships which are recognized in proportion to the related projected revenue streams. Intangible assets with definite lives are reviewed for impairment if indicators of impairment arise. The failure of step 1 of the goodwill impairment analysis was an impairment indicator in the second quarter of 2013, but the undiscounted cash flows associated with the other intangible assets were greater than the carrying value, and therefore, no impairment was present. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value of Financial Instruments [Abstract] | ' | ||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
7 | Fair Value of Financial Instruments | ||||||||||||||||
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. | |||||||||||||||||
The levels of the fair value hierarchy established by ASC 820 are: | |||||||||||||||||
Level 1: inputs are quoted prices, unadjusted, in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. | |||||||||||||||||
Level 2: inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. A Level 2 input must be observable for substantially the full term of the asset or liability. | |||||||||||||||||
Level 3: inputs are unobservable and reflect the reporting entity's own assumptions about the assumptions that market participants would use in pricing the asset or liability. | |||||||||||||||||
The Company considers the recorded value of certain of its financial assets and liabilities, which consist primarily of accounts receivable and accounts payable, to approximate the fair value of the respective assets and liabilities at September 30, 2014 and December 31, 2013 based upon the short-term nature of the assets and liabilities. | |||||||||||||||||
The following table presents assets and liabilities measured at fair value at September 30, 2014: | |||||||||||||||||
Quoted Prices | Significant | Significant | |||||||||||||||
in Active | Other | Unobservable | |||||||||||||||
Markets for Identical Assets | Observable Inputs | Inputs | |||||||||||||||
(in thousands) | (Level 1) | (Level 2) | (Level 3) | Total | |||||||||||||
Money market funds | $ | 12,945 | $ | - | $ | - | $ | 12,945 | |||||||||
Foreign exchange contracts | - | 30 | - | 30 | |||||||||||||
Total assets | $ | 12,945 | $ | 30 | $ | - | $ | 12,975 | |||||||||
Foreign exchange contracts | $ | - | $ | (16 | ) | $ | - | $ | (16 | ) | |||||||
Total liabilities | $ | - | $ | (16 | ) | $ | - | $ | (16 | ) | |||||||
The following table presents assets and liabilities measured at fair value at December 31, 2013: | |||||||||||||||||
Quoted Prices | Significant | Significant | |||||||||||||||
in Active | Other | Unobservable | |||||||||||||||
Markets for Identical Assets | Observable Inputs | Inputs | |||||||||||||||
(in thousands) | (Level 1) | (Level 2) | (Level 3) | Total | |||||||||||||
Money market funds | $ | 10,553 | $ | - | $ | - | $ | 10,553 | |||||||||
Foreign exchange contracts | - | 142 | - | 142 | |||||||||||||
Total assets | $ | 10,553 | $ | 142 | $ | - | $ | 10,695 | |||||||||
Foreign exchange contracts | $ | - | $ | (655 | ) | $ | - | $ | (655 | ) | |||||||
Total liabilities | $ | - | $ | (655 | ) | $ | - | $ | (655 | ) |
Derivative_Instruments
Derivative Instruments | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Derivative Instruments [Abstract] | ' | ||||||||||||||||
Derivative Instruments | ' | ||||||||||||||||
8 | Derivative Instruments | ||||||||||||||||
The Company utilizes forward foreign currency exchange contracts to manage market risks associated with the fluctuations in foreign currency exchange rates. It is the Company's policy to use such derivative financial instruments to protect against market risk arising in the normal course of business in order to reduce the impact of these exposures. The Company minimizes credit exposure by limiting counterparties to nationally recognized financial institutions. | |||||||||||||||||
As of September 30, 2014, the Company had foreign exchange contracts outstanding of approximately 106,000 Pounds Sterling, 34,000 Canadian dollars, and 1.5 million Euro at fixed rates. The contracts expire on various dates through June 2016. At December 31, 2013, the Company had contracts outstanding of approximately 237,000 Pounds Sterling, 13.3 million Euro, and 10.1 million Japanese Yen at fixed rates. | |||||||||||||||||
The Company has not designated any of the foreign exchange contracts outstanding as hedges and has recorded the estimated fair value of the contracts in the consolidated balance sheets as follows: | |||||||||||||||||
September 30, | December 31, | ||||||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||||||
Asset derivatives | |||||||||||||||||
Prepaid expenses and other current assets | $ | 23 | $ | 140 | |||||||||||||
Other assets | 7 | 2 | |||||||||||||||
30 | 142 | ||||||||||||||||
Liability derivatives | |||||||||||||||||
Other current liabilities | (14 | ) | (637 | ) | |||||||||||||
Other liabilities | (2 | ) | (18 | ) | |||||||||||||
(16 | ) | (655 | ) | ||||||||||||||
Net fair value | $ | 14 | $ | (513 | ) | ||||||||||||
The changes in the fair value of the foreign exchange contracts are included in net gain (loss) on derivative instruments in the consolidated statements of operations. | |||||||||||||||||
The foreign currency denominated contract receivables, billings in excess of revenue earned and subcontractor accruals that are related to the outstanding foreign exchange contracts are remeasured at the end of each period into the functional currency using the current exchange rate at the end of the period. The gain or loss resulting from such remeasurement is also included in net gain on derivative instruments in the consolidated statements of operations. | |||||||||||||||||
For the three and nine months ended September 30, 2014 and 2013, the Company recognized a net gain (loss) on its derivative instruments as outlined below: | |||||||||||||||||
Three Months ended | Nine Months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Foreign exchange contracts- change in fair value | $ | 58 | $ | (481 | ) | $ | 312 | $ | (480 | ) | |||||||
Remeasurement of related contract receivables, | 11 | 403 | (134 | ) | 259 | ||||||||||||
billings in excess of revenue earned, and | |||||||||||||||||
subcontractor accruals | |||||||||||||||||
Gain (loss) on derivative instruments, net | $ | 69 | $ | (78 | ) | $ | 178 | $ | (221 | ) |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | |
Sep. 30, 2014 | ||
Stock-Based Compensation [Abstract] | ' | |
Stock-Based Compensation | ' | |
9 | Stock-Based Compensation | |
The Company recognizes compensation expense for all equity-based compensation awards issued to employees, directors and non-employees that are expected to vest. Compensation cost is based on the fair value of awards as of the grant date. The Company recognized $175,000 and $203,000 of stock-based compensation expense for the three months ended September 30, 2014 and 2013, respectively, under the fair value method and recognized $514,000 and $641,000 of stock-based compensation expense for the nine months ended September 30, 2014 and 2013, respectively. The Company granted 0 and 60,000 stock options for the three and nine months ended September 30, 2014, respectively. The fair value of the options granted for the nine months ended September 30, 2014 was $56,000. The Company granted 0 and 64,500 stock options for the three and nine months ended September 30, 2013, respectively. The fair value of the granted options at the grant date was $78,000. |
LongTerm_Debt
Long-Term Debt | 9 Months Ended | ||
Sep. 30, 2014 | |||
Long-Term Debt [Abstract] | ' | ||
Long-Term Debt | ' | ||
10 | Long-Term Debt | ||
At September 30, 2014 and December 31, 2013, the Company had no long-term debt outstanding. | |||
Line of Credit | |||
The Company has a Master Loan and Security Agreement and Revolving Credit Note with Susquehanna Bank ("Susquehanna"). The Company and its subsidiaries, GSE Power Systems, Inc., and GSE EnVision LLC, are jointly and severally liable as co-borrowers. The Loan Agreement provides a $7.5 million revolving line of credit for the purpose of (i) issuing stand-by letters of credit and (ii) providing working capital. Working capital advances bear interest at a rate equal to the Wall Street Journal Prime Rate of Interest, floating with a floor of 4.5%. In June 2014, Susquehanna extended the Revolving Credit Expiration Date to March 31, 2015. | |||
As collateral for the Company's obligations, the Company granted a first lien and security interest in all of the assets of the Company, including but not limited to, accounts receivable, inventory, proceeds and products, intangibles, trademarks, intellectual property, and machinery and equipment. | |||
On September 9, 2014, the Company signed a Third Comprehensive Amendment to the Master Loan and Security Agreement. According to the Third Amendment, the Company was to maintain a segregated cash collateral account ("Cash Collateral Account") at Susquehanna Bank equal to the greater of (i) $3.0 million or (ii) the aggregate principal amounts of all Loans outstanding under the Revolving Credit Facility (including any issued and outstanding letters of credit, working capital advances, and negative foreign exchange positions) as security for the Company's obligations. Under this amendment, Susquehanna Bank shall have complete and unconditional control over the Cash Collateral Account. | |||
On September 30, 2014, Susquehanna Bank collateralized the outstanding letters of credit issued under the master line of credit. The Cash Collateral account totaled $3.1 million and was classified as restricted cash on the balance sheet. | |||
The credit agreements contain certain restrictive covenants regarding future acquisitions and incurrence of debt. In addition, the credit agreements contain financial covenants with respect to the Company's cash flow coverage ratio, minimum tangible capital base, quick ratio, and tangible capital base ratio. At September 30, 2014, the Company had not paid any interest or principal payments related to any borrowings for over one year. As such, the cash flow coverage ratio is not applicable at September 30, 2014. | |||
As of | |||
Covenant | 30-Sep-14 | ||
Minimum tangible capital base | Must Exceed $26.0 million | $22.6 million | |
Quick ratio | Must Exceed 2.00 : 1.00 | 2.10 : 1.00 | |
Tangible capital base ratio | Not to Exceed .75 : 1.00 | .69 : 1.00 | |
As of September 30, 2014, the Company was not in compliance with its "After tax net income" financial covenant and its "Minimum tangible capital base" covenant, as defined above. As noted above, the Company has cash collateralized all of its outstanding letters of credit as a result of the Third Amendment to its Master Loan Agreement. | |||
As of September 30, 2014, the Company was contingently liable for twelve standby letters of credit and two surety bonds totaling $4.4 million which represent advance payment and performance bonds on twelve contracts. The Company has deposited the full value of twelve standby letters of credit in escrow accounts, amounting to $4.2 million, which have been restricted in that the Company does not have access to these funds until the related letters of credit have expired. The cash has been recorded on the Company's balance sheet at September 30, 2014 as restricted cash. |
Product_Warranty
Product Warranty | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Product Warranty [Abstract] | ' | ||||
Product Warranty | ' | ||||
11 | Product Warranty | ||||
As the Company recognizes revenue under the percentage-of-completion method, it provides an accrual for estimated future warranty costs based on historical experience and projected claims. The activity in the warranty account is as follows: | |||||
(in thousands) | |||||
Balance at December 31, 2013 | $ | 1,851 | |||
Warranty provision | 574 | ||||
Warranty claims | (905 | ) | |||
Currency adjustment | (18 | ) | |||
Balance at September 30, 2014 | $ | 1,502 |
Contingent_Consideration
Contingent Consideration | 9 Months Ended | |
Sep. 30, 2014 | ||
Contingent Consideration [Abstract] | ' | |
Contingent Consideration | ' | |
12 | Contingent Consideration | |
ASC 805 requires that contingent consideration be recognized at fair value on the acquisition date and be remeasured each reporting period with subsequent adjustments recognized in the consolidated statement of operations. | ||
As of September 30, 2014 and December 31, 2013, contingent consideration included in the other current liabilities on the consolidated balance sheet totaled $471,000 and $492,000, respectively. As of September 30, 2014 and December 31, 2013, the Company also had accrued contingent consideration totaling $0 and $409,000, respectively, which is included in other long-term liabilities on the consolidated balance sheet and represents the portion of contingent consideration estimated to be payable greater than twelve months from the balance sheet date. During the three and nine months ended September 30, 2014, the Company made payments of $0 and $500,000 related to the liability-classified contingent consideration arrangements. During the three and nine months ended September 30, 2013, the Company made payments of $702,000 and $1.9 million related to the liability-classified contingent consideration arrangements. |
Income_Taxes
Income Taxes | 9 Months Ended | ||
Sep. 30, 2014 | |||
Income Taxes [Abstract] | ' | ||
Income Taxes | ' | ||
13 | Income Taxes | ||
The Company files in the United States federal jurisdiction and in several state and foreign jurisdictions. Because of the net operating loss carryforwards, the Company is subject to U.S. federal and state income tax examinations from years 1997 forward and is subject to foreign tax examinations by tax authorities for years 2007 and forward. Open tax years related to state and foreign jurisdictions remain subject to examination but are not considered material to our financial position, results of operations or cash flows. | |||
An uncertain tax position taken or expected to be taken in a tax return is recognized in the financial statements when it is more likely than not (i.e., a likelihood of more than 50%) that the position would be sustained upon examination by tax authorities that have full knowledge of all relevant information. A recognized tax position is then measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. Interest and penalties related to income taxes are accounted for as income tax expense. The Company has appropriately accounted for its uncertain tax positions. | |||
The Company expects to pay income taxes in India in 2014. In 2013, the Company paid income taxes in the UK and India. The Company has a full valuation allowance on its U.S., Chinese and Swedish net deferred tax assets at September 30, 2014. |
Preferred_Stock_Rights
Preferred Stock Rights | 9 Months Ended | |
Sep. 30, 2014 | ||
Preferred Stock Rights [Abstract] | ' | |
Preferred Stock Rights [Text Block] | ' | |
14 | Preferred Stock Rights | |
On March 21, 2011, the Board of Directors of the Company declared a dividend, payable to holders of record as of the close of business on April 1, 2011, of one preferred stock purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share, of the Company (the "Common Stock"). In addition, the Company will issue one Right with each new share of Common Stock issued. In connection therewith, on March 21, 2011, the Company entered into a Stockholder Protection Rights Agreement (as amended from time to time, the Rights Agreement) with Continental Stock Transfer & Trust Company, as Rights Agent, which has a term of three years, unless amended by the Board of Directors in accordance with the terms of the Rights Agreement. On March 21, 2014, the Rights Agreement was amended to extend the term an additional two years. The Rights Agreement will now expire on March 21, 2016. The Rights trade with and are inseparable from the Common Stock and are not evidenced by separate certificates unless they become exercisable. Each Right entitles its holder to purchase from the Company one-hundredth of a share of participating preferred stock having economic and voting terms similar to the Common Stock at an exercise price of $8.00 per Right, subject to adjustment in accordance with the terms of the Rights Agreement, once the Rights become exercisable. Under the Rights Agreement, the Rights become exercisable if any person or group acquires 20% or more of the Common Stock or, in the case of any person or group that owned 20% or more of the Common Stock as of March 21, 2011, upon the acquisition of any additional shares by such person or group. The Company, its subsidiaries, employee benefit plans of the Company or any of its subsidiaries and any entity holding Common Stock for or pursuant to the terms of any such plan are accepted. Upon exercise of the Right in accordance with the Rights Agreement, the holder would be able to purchase a number of shares of Common Stock from the Company having an aggregate market price (as defined in the Rights Agreement) equal to twice the then-current exercise price for an amount in cash equal to the then-current exercise price. In addition, the Company may, in certain circumstances and pursuant to the terms of the Rights Agreement, exchange the Rights for one share of Common Stock or an equivalent security for each Right or, alternatively, redeem the Rights for $0.001 per Right. The Rights will not prevent a takeover of our Company, but may cause substantial dilution to a person that acquires 20% or more of the Company's Common Stock. |
Share_Repurchase_Plan
Share Repurchase Plan | 9 Months Ended | |
Sep. 30, 2014 | ||
Share Repurchase Plan [Abstract] | ' | |
Share Repurchase Program | ' | |
15 | Share Repurchase Plan | |
On March 21, 2011, the Board of Directors authorized the purchase of up to $3.0 million of the Company's common stock in accordance with the safe harbor provisions of Rule 10b-18 of the Securities Exchange Act of 1934. The Company completed the share repurchase program in October 2013 and thus will not be repurchasing shares during 2014. During the three and nine months ended September 30, 2013 the Company repurchased 177,755 and 395,254 shares, respectively, at an aggregate cost of $283,000 and $651,000, respectively. |
Subsequent_Events
Subsequent Events | 9 Months Ended | |
Sep. 30, 2014 | ||
Subsequent Events [Abstract] | ' | |
Subsequent Events [Text Block] | ' | |
16 | Subsequent Events | |
On November 14, 2014, the Company, through its operating subsidiary, GSE Power Systems, Inc. ("GSE Power"), acquired Hyperspring, LLC ("Hyperspring") pursuant to a Membership Interests Purchase Agreement ("Purchase Agreement") with the sellers of Hyperspring ("Sellers"). Hyperspring, headquartered in Huntsville, Alabama, specializes in training and development, plant operations support services, and staff augmentation, primarily in the United States nuclear industry. Hyperspring will operate as a wholly-owned subsidiary of GSE Power. | ||
GSE Power paid the Sellers an aggregate of $3.0 million in cash at the closing date. The initial $3.0 million payment is subject to adjustments based on the subsequent determination of the actual working capital balance as of the closing date. In addition, GSE Power may be required, pursuant to the terms of the Purchase Agreement, to pay the Sellers up to an additional $8.4 million if Hyperspring attains certain EBITDA (earnings before interest, taxes, depreciation and amortization) targets for the three-year period ending November 13, 2017. | ||
In conjunction with the Hyperspring acquisition, GSE Power invested $250,000 for a 50 % interest in IntelliQlik, LLC ("IntelliQlik") and is obligated to contribute an additional $250,000 upon the attainment by IntelliQlik of certain milestones. IntelliQlik is jointly owned by GSE Power and one of the former shareholders of Hyperspring. IntelliQlik will develop a software platform for online learning and learning management for all energy sectors, including nuclear, thermal, oil & gas, and hydro-electric. The IntelliQlik platform will also include applications to support plant engineering, operations and maintenance, as well as provide a platform for Software as a Service to deliver learning materials, industry recruitment services, and specialized simulator training programs. |
Basis_of_Presentation_and_Reve1
Basis of Presentation and Revenue Recognition (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Basis of Presentation and Revenue Recognition [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The consolidated interim financial statements included herein have been prepared by GSE Systems, Inc. (the "Company" or "GSE") without independent audit. In the opinion of the Company's management, all adjustments and reclassifications of a normal and recurring nature necessary to present fairly the financial position, results of operations and cash flows for the periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") have been condensed or omitted. The results of operations for interim periods are not necessarily an indication of the results for the full year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission on March 26, 2014. | |
The Company has only one reportable segment. The Company has a wide range of knowledge of simulation systems and the processes those systems are intended to control and model. The Company's knowledge is concentrated heavily in simulation technology and model development. The Company is primarily engaged in simulation for the power generation industry and the process industries. Contracts typically range from 1 to 3 years. | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting period. The Company's most significant estimates relate to revenue recognition, product warranties, capitalization of software development costs, valuation of intangible assets acquired, contingent consideration issued in business acquisitions, and the recoverability of deferred tax assets. Actual results could differ from these estimates and those differences could be material. | |
Revenue Recognition | ' |
Revenue Recognition | |
The majority of the Company's revenue is derived through the sale of uniquely designed systems containing hardware, software and other materials under fixed-price contracts. Revenue under these fixed-price contracts is accounted for on the percentage-of-completion method. This methodology recognizes revenue and earnings as work progresses on the contract and is based on an estimate of the revenue and earnings earned to date, less amounts recognized in prior periods. The Company bases its estimate of the degree of completion of the contract by reviewing the relationship of costs incurred to date to the expected total costs that will be incurred on the project. Estimated contract earnings are reviewed and revised periodically as the work progresses, and the cumulative effect of any change in estimate is recognized in the period in which the change is identified. Estimated losses are charged against earnings in the period such losses are identified. The Company recognizes revenue arising from contract claims either as income or as an offset against a potential loss only when the amount of the claim can be estimated reliably and realization is probable and there is a legal basis for the claim. | |
Uncertainties inherent in the performance of contracts include labor availability and productivity, material costs, change order scope and pricing, software modification and customer acceptance issues. The reliability of these cost estimates is critical to the Company's revenue recognition as a significant change in the estimates can cause the Company's revenue and related margins to change significantly from the amounts estimated in the early stages of the project. | |
As the Company recognizes revenue under the percentage-of-completion method, it provides an accrual for estimated future warranty costs based on historical experience and projected claims. The Company's long-term contracts generally provide for a one-year warranty on parts, labor and any bug fixes as it relates to software embedded in the systems. | |
The Company's system design contracts do not normally provide for "post customer support service" ("PCS") in terms of software upgrades, software enhancements or telephone support. In order to obtain PCS, the customers must normally purchase a separate contract. Such PCS arrangements are generally for a one-year period renewable annually and include customer support, unspecified software upgrades, and maintenance releases. The Company recognizes revenue from these contracts ratably over the life of the agreements. | |
Revenue from the sale of software licenses which do not require significant modifications or customization for the Company's modeling tools are recognized when the license agreement is signed, the license fee is fixed and determinable, delivery has occurred, and collection is considered probable. | |
Revenue from certain consulting or training contracts is recognized on a time-and-material basis. For time-and-material type contracts, revenue is recognized based on hours incurred at a contracted labor rate plus expenses. |
Recently_Adopted_Accounting_Pr1
Recently Adopted Accounting Pronouncements (Policies) | 9 Months Ended | |
Sep. 30, 2014 | ||
Recently Adopted Accounting Pronouncements [Abstract] | ' | |
Recently Adopted Accounting Pronouncements | ' | |
2 | Recently Adopted Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, which provides guidance for revenue recognition. 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 today's 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. This guidance will be effective for the Company in the first quarter of its fiscal year ending December 31, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently in the process of evaluating the impact of its pending adoption of this ASU on the Company's consolidated financial statements and has not yet determined the method by which it will adopt the standard in 2017. |
Basis_of_Presentation_and_Reve2
Basis of Presentation and Revenue Recognition (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Basis of Presentation and Revenue Recognition [Abstract] | ' | ||||||||
Percentage of revenue by major customers | ' | ||||||||
For the three and nine months ended September 30, 2014 and 2013, the following customer provided more than 10% of the Company's consolidated revenue: | |||||||||
Three Months ended | Nine Months ended | ||||||||
September 30, | September 30, | ||||||||
2014 | 2013 | 2014 | 2013 | ||||||
Slovenské elektrárne, a.s. | 0.80% | 31.10% | 3.40% | 25.60% |
Basic_and_Diluted_Income_Loss_
Basic and Diluted Income (Loss) Per Common Share (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Basic and Diluted Income (Loss) Per Common Share [Abstract] | ' | ||||||||||||||||
Number of common shares and common share equivalents used in the determination of basic and diluted income (loss) per share | ' | ||||||||||||||||
The number of common shares and common share equivalents used in the determination of basic and diluted loss per share were as follows: | |||||||||||||||||
(in thousands, except for share amounts) | Three Months ended | Nine Months ended | |||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net loss | $ | (1,895 | ) | $ | (995 | ) | $ | (5,905 | ) | $ | (10,349 | ) | |||||
Denominator: | |||||||||||||||||
Weighted-average shares outstanding for basic earnings per share | 17,887,859 | 18,058,319 | 17,887,859 | 18,232,873 | |||||||||||||
Effect of dilutive securities: | |||||||||||||||||
Employee stock options | - | - | - | - | |||||||||||||
Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share | 17,887,859 | 18,058,319 | 17,887,859 | 18,232,873 | |||||||||||||
Shares related to dilutive securities excluded because inclusion would be anti-dilutive | 2,736,703 | 2,899,349 | 2,730,558 | 2,909,597 |
Contract_Receivables_Tables
Contract Receivables (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Contract Receivables [Abstract] | ' | ||||||||
Components of contract receivables | ' | ||||||||
The components of contract receivables are as follows: | |||||||||
(in thousands) | September 30, | December 31, | |||||||
2014 | 2013 | ||||||||
Billed receivables | $ | 6,201 | $ | 19,040 | |||||
Recoverable costs and accrued profit not billed | 6,279 | 5,519 | |||||||
Allowance for doubtful accounts | (2 | ) | (2 | ) | |||||
Total contract receivables, net | $ | 12,478 | $ | 24,557 | |||||
Concentration Risk [Line Items] | ' | ||||||||
Contract receivable by major customers | ' | ||||||||
The following customers account for more than 10% of the Company's consolidated contract receivables as of: | |||||||||
30-Sep-14 | 31-Dec-13 | ||||||||
China Nuclear Power Engineering Company | 15.50% | 4.90% | |||||||
Slovenské elektrárne, a.s. | 2.40% | 35.90% |
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value of Financial Instruments [Abstract] | ' | ||||||||||||||||
Assets and liabilities measured at fair value | ' | ||||||||||||||||
The following table presents assets and liabilities measured at fair value at September 30, 2014: | |||||||||||||||||
Quoted Prices | Significant | Significant | |||||||||||||||
in Active | Other | Unobservable | |||||||||||||||
Markets for Identical Assets | Observable Inputs | Inputs | |||||||||||||||
(in thousands) | (Level 1) | (Level 2) | (Level 3) | Total | |||||||||||||
Money market funds | $ | 12,945 | $ | - | $ | - | $ | 12,945 | |||||||||
Foreign exchange contracts | - | 30 | - | 30 | |||||||||||||
Total assets | $ | 12,945 | $ | 30 | $ | - | $ | 12,975 | |||||||||
Foreign exchange contracts | $ | - | $ | (16 | ) | $ | - | $ | (16 | ) | |||||||
Total liabilities | $ | - | $ | (16 | ) | $ | - | $ | (16 | ) | |||||||
The following table presents assets and liabilities measured at fair value at December 31, 2013: | |||||||||||||||||
Quoted Prices | Significant | Significant | |||||||||||||||
in Active | Other | Unobservable | |||||||||||||||
Markets for Identical Assets | Observable Inputs | Inputs | |||||||||||||||
(in thousands) | (Level 1) | (Level 2) | (Level 3) | Total | |||||||||||||
Money market funds | $ | 10,553 | $ | - | $ | - | $ | 10,553 | |||||||||
Foreign exchange contracts | - | 142 | - | 142 | |||||||||||||
Total assets | $ | 10,553 | $ | 142 | $ | - | $ | 10,695 | |||||||||
Foreign exchange contracts | $ | - | $ | (655 | ) | $ | - | $ | (655 | ) | |||||||
Total liabilities | $ | - | $ | (655 | ) | $ | - | $ | (655 | ) |
Derivative_Instruments_Tables
Derivative Instruments (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Derivative Instruments [Abstract] | ' | ||||||||||||||||
Estimated fair value of the contracts in the consolidated balance sheets | ' | ||||||||||||||||
The Company has not designated any of the foreign exchange contracts outstanding as hedges and has recorded the estimated fair value of the contracts in the consolidated balance sheets as follows: | |||||||||||||||||
September 30, | December 31, | ||||||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||||||
Asset derivatives | |||||||||||||||||
Prepaid expenses and other current assets | $ | 23 | $ | 140 | |||||||||||||
Other assets | 7 | 2 | |||||||||||||||
30 | 142 | ||||||||||||||||
Liability derivatives | |||||||||||||||||
Other current liabilities | (14 | ) | (637 | ) | |||||||||||||
Other liabilities | (2 | ) | (18 | ) | |||||||||||||
(16 | ) | (655 | ) | ||||||||||||||
Net fair value | $ | 14 | $ | (513 | ) | ||||||||||||
Derivative Instruments, Gain (Loss) [Table Text Block] | ' | ||||||||||||||||
For the three and nine months ended September 30, 2014 and 2013, the Company recognized a net gain (loss) on its derivative instruments as outlined below: | |||||||||||||||||
Three Months ended | Nine Months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Foreign exchange contracts- change in fair value | $ | 58 | $ | (481 | ) | $ | 312 | $ | (480 | ) | |||||||
Remeasurement of related contract receivables, | 11 | 403 | (134 | ) | 259 | ||||||||||||
billings in excess of revenue earned, and | |||||||||||||||||
subcontractor accruals | |||||||||||||||||
Gain (loss) on derivative instruments, net | $ | 69 | $ | (78 | ) | $ | 178 | $ | (221 | ) |
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 9 Months Ended | ||
Sep. 30, 2014 | |||
Long-Term Debt [Abstract] | ' | ||
Susquehanna Bank Loan Agreement debt covenants | ' | ||
The credit agreements contain certain restrictive covenants regarding future acquisitions and incurrence of debt. In addition, the credit agreements contain financial covenants with respect to the Company's cash flow coverage ratio, minimum tangible capital base, quick ratio, and tangible capital base ratio. At September 30, 2014, the Company had not paid any interest or principal payments related to any borrowings for over one year. As such, the cash flow coverage ratio is not applicable at September 30, 2014. | |||
As of | |||
Covenant | 30-Sep-14 | ||
Minimum tangible capital base | Must Exceed $26.0 million | $22.6 million | |
Quick ratio | Must Exceed 2.00 : 1.00 | 2.10 : 1.00 | |
Tangible capital base ratio | Not to Exceed .75 : 1.00 | .69 : 1.00 |
Product_Warranty_Tables
Product Warranty (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Product Warranty [Abstract] | ' | ||||
Activities in the product warranty accounts | ' | ||||
As the Company recognizes revenue under the percentage-of-completion method, it provides an accrual for estimated future warranty costs based on historical experience and projected claims. The activity in the warranty account is as follows: | |||||
(in thousands) | |||||
Balance at December 31, 2013 | $ | 1,851 | |||
Warranty provision | 574 | ||||
Warranty claims | (905 | ) | |||
Currency adjustment | (18 | ) | |||
Balance at September 30, 2014 | $ | 1,502 |
Basis_of_Presentation_and_Reve3
Basis of Presentation and Revenue Recognition (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Basis of Presentation and Revenue Recognition [Abstract] | ' | ' | ' | ' |
Number of reportable segment | ' | ' | 1 | ' |
Minimum term of contract (in years) | ' | ' | '1 year | ' |
Maximum term of contract (in years) | ' | ' | '3 years | ' |
Term of warranty (in years) | ' | ' | '1 year | ' |
Period of post customer support service (PCS) (in years) | ' | ' | '1 year | ' |
Benchmark to disclose customers of consolidated revenue, minimum percentage (in hundredths) | ' | ' | 10.00% | ' |
Revenue [Member] | Slovenske elektrarne, a.s. [Member] | ' | ' | ' | ' |
Revenue by major customers [Abstract] | ' | ' | ' | ' |
Percentage of revenue contributed by major customers (in hundredths) | 0.80% | 31.10% | 3.40% | 25.60% |
Basic_and_Diluted_Income_Loss_1
Basic and Diluted Income (Loss) Per Common Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Numerator: | ' | ' | ' | ' |
Net loss | ($1,895) | ($995) | ($5,905) | ($10,349) |
Denominator: | ' | ' | ' | ' |
Weighted-average shares outstanding for basic earnings per share (in shares) | 17,887,859 | 18,058,319 | 17,887,859 | 18,232,873 |
Effect of dilutive securities: | ' | ' | ' | ' |
Employee stock options (in shares) | 0 | 0 | 0 | 0 |
Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share (in shares) | 17,887,859 | 18,058,319 | 17,887,859 | 18,232,873 |
Shares related to dilutive securities excluded because inclusion would be anti-dilutive (in shares) | 2,736,703 | 2,899,349 | 2,730,558 | 2,909,597 |
Contract_Receivables_Details
Contract Receivables (Details) (USD $) | 1 Months Ended | 9 Months Ended | |
Oct. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Contract Receivables [Abstract] | ' | ' | ' |
Maximum term of contract receivables (in months) | ' | '12 months | ' |
Components of contract receivables [Abstract] | ' | ' | ' |
Billed receivables | ' | $6,201,000 | $19,040,000 |
Recoverable costs and accrued profit not billed | ' | 6,279,000 | 5,519,000 |
Allowance for doubtful accounts | ' | 2,000 | 2,000 |
Total contract receivables, net | ' | 12,478,000 | 24,557,000 |
Unbilled Contract Receivables Billed during October 2014 | $1,400,000 | ' | ' |
Contract Receivable [Member] | China Nuclear Power Engineering Company [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Percentage of contract receivables accounted by major customers (in hundredths) | ' | 15.50% | 4.90% |
Contract Receivable [Member] | Slovenske elektrarne, a.s. [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Percentage of contract receivables accounted by major customers (in hundredths) | ' | 2.40% | 35.90% |
Software_Development_Costs_Det
Software Development Costs (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Software Development Costs [Abstract] | ' | ' | ' | ' |
Total capitalized software development cost | $241,000 | $167,000 | $590,000 | $1,162,000 |
Capitalized software amortization | 78,000 | 31,000 | 173,000 | 509,000 |
Capitalized Computer Software, Impairments | ' | ' | ' | $2,200,000 |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Goodwill [Roll Forward] | ' | ' | ' | ' |
Goodwill impairment loss | $0 | $0 | $0 | ($4,462) |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets and liabilities measured at fair value [Abstract] | ' | ' |
Money market fund | $12,945 | $10,553 |
Foreign exchange contracts - Assets | 30 | 142 |
Total assets | 12,975 | 10,695 |
Foreign exchange contracts - Liabilities | 16 | 655 |
Total liabilities | 16 | 655 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ' | ' |
Assets and liabilities measured at fair value [Abstract] | ' | ' |
Money market fund | 12,945 | 10,553 |
Foreign exchange contracts - Assets | 0 | 0 |
Total assets | 12,945 | 10,553 |
Foreign exchange contracts - Liabilities | 0 | 0 |
Total liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ' | ' |
Assets and liabilities measured at fair value [Abstract] | ' | ' |
Money market fund | 0 | 0 |
Foreign exchange contracts - Assets | 30 | 142 |
Total assets | 30 | 142 |
Foreign exchange contracts - Liabilities | 16 | 655 |
Total liabilities | 16 | 655 |
Significant Unobservable Inputs (Level 3) [Member] | ' | ' |
Assets and liabilities measured at fair value [Abstract] | ' | ' |
Money market fund | 0 | 0 |
Foreign exchange contracts - Assets | 0 | 0 |
Total assets | 0 | 0 |
Foreign exchange contracts - Liabilities | 0 | 0 |
Total liabilities | $0 | $0 |
Derivative_Instruments_Foreign
Derivative Instruments, Foreign Exchange Contracts (Details) (Foreign Exchange Contract [Member]) | 9 Months Ended | ||||||||
Sep. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | |
Canada, Dollars | Canada, Dollars | Japan, Yen | Japan, Yen | United Kingdom, Pounds | United Kingdom, Pounds | Euro Member Countries, Euro | Euro Member Countries, Euro | ||
CAD | CAD | JPY (¥) | JPY (¥) | GBP (£) | GBP (£) | EUR (€) | EUR (€) | ||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, Maturity Date | 1-Jun-16 | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign exchange contract outstanding | ' | 34,000 | 0 | ¥ 0 | ¥ 10,100,000 | £ 106,000 | £ 237,000 | € 1,500,000 | € 13,300,000 |
Derivative_Instruments_Fair_Va
Derivative Instruments, Fair Values Derivatives, Balance Sheet Location (Details) (Foreign Exchange Contract [Member], Not Designated as Hedging Instrument [Member], USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Estimated fair value of the contracts in the consolidated balance sheets [Abstract] | ' | ' |
Asset derivatives | $30 | $142 |
Liability derivatives | 16 | 655 |
Net fair value | 14 | -513 |
Other Current Assets [Member] | ' | ' |
Estimated fair value of the contracts in the consolidated balance sheets [Abstract] | ' | ' |
Asset derivatives | 23 | 140 |
Other Noncurrent Assets [Member] | ' | ' |
Estimated fair value of the contracts in the consolidated balance sheets [Abstract] | ' | ' |
Asset derivatives | 7 | 2 |
Other Current Liabilities [Member] | ' | ' |
Estimated fair value of the contracts in the consolidated balance sheets [Abstract] | ' | ' |
Liability derivatives | 14 | 637 |
Other Noncurrent Liabilities [Member] | ' | ' |
Estimated fair value of the contracts in the consolidated balance sheets [Abstract] | ' | ' |
Liability derivatives | $2 | $18 |
Derivative_Instruments_Gain_Lo
Derivative Instruments, Gain (Loss) On Derivative Instruments (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Foreign exchange contracts- change in fair value | $58 | ($481) | $312 | ($480) |
Remeasurement of related contract receivables, billings in excess of revenue earned, and subcontractor accruals | 11 | 403 | -134 | 259 |
Gain (loss) on derivative instruments, net | $69 | ($78) | $178 | ($221) |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Stock-Based Compensation [Abstract] | ' | ' | ' | ' |
Pre-tax share based compensation expense | $175,000 | $203,000 | $514,000 | $641,000 |
Shares granted under stock options (in shares) | 0 | 0 | 60,000 | 64,500 |
Fair value of shares granted under stock option plan | $0 | $0 | $56,000 | $78,000 |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2014 |
Performance Bond Abstract | ' |
Number of Standby Letters of Credit | 12 |
Number of Surety Bonds | 2 |
Letter of Credit and Surety Bonds | $4.40 |
Number of Performance and Bid Bonds issued in relation to contracts | 12 |
Number of stand by letters of credit deposited in escrow accounts | 12 |
Amount of escrow accounts, which are restricted until the associated standby letters of credit have expired | 4.2 |
Susquehanna Bank [Member] | Revolving Credit Facility [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Principal amount of the Susquehanna line of credit | 7.5 |
Interest rate floor related to Susquehanna Bank agreement (in hundredths) | 4.50% |
Expiration date of credit agreements with Susquehanna Bank | 31-Mar-15 |
Debt Instrument, Collateral Amount | 3.1 |
Susquehanna Bank [Member] | Revolving Credit Facility [Member] | Minimum tangible capital base [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Line of Credit Facility, Covenant Terms | 'Must Exceed $26.0 million |
Line of Credit Facility, Covenant Compliance | '$22.6 million |
Susquehanna Bank [Member] | Revolving Credit Facility [Member] | Quick Ratio [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Line of Credit Facility, Covenant Terms | 'Must Exceed 2.00 : 1.00 |
Line of Credit Facility, Covenant Compliance | '2.10 : 1.00 |
Susquehanna Bank [Member] | Revolving Credit Facility [Member] | Tangible capital base ratio [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Line of Credit Facility, Covenant Terms | 'Not to Exceed .75 : 1.00 |
Line of Credit Facility, Covenant Compliance | '.69 : 1.00 |
Susquehanna Bank [Member] | Revolving Credit Facility [Member] | Minimum [Member] | Segregated Cash Balance Requirement [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Debt Instrument, Collateral Amount | $3 |
Product_Warranty_Details
Product Warranty (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Activities in product warranty account [Abstract] | ' | ' |
Balance at December 31, 2013 | $1,851 | ' |
Warranty provision | 574 | ' |
Warranty claims | 905 | ' |
Currency adjustment | -18 | ' |
Standard Product Warranty Accrual, Period Increase (Decrease), Total | -349 | -266 |
Balance at September 30, 2014 | $1,502 | ' |
Contingent_Consideration_Detai
Contingent Consideration (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 |
Contingent consideration accrued, current [Member] | Contingent consideration accrued, current [Member] | Contingent consideration accrued, noncurrent [Member] | Contingent consideration accrued, noncurrent [Member] | |||||
Business Combination, Contingent Consideration Arrangements [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Contingent Consideration, Liability | ' | ' | ' | ' | $471 | $492 | $0 | $409 |
Payments of the liability-classified contingent consideration arrangements | $0 | $702 | $500 | $1,890 | ' | ' | ' | ' |
Income_Taxes_Details
Income Taxes (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Income Taxes [Abstract] | ' |
Minimum probability of uncertain tax position to be recognized (in hundredths) | 50.00% |
Minimum percentage of tax position realized upon ultimate settlement (in hundredths) | 50.00% |
Preferred_Stock_Rights_Details
Preferred Stock Rights (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Mar. 21, 2011 |
Preferred Stock Rights Agreement [Member] | Preferred Stock Rights Agreement [Member] | |||
Right | ||||
Preferred Stock Rights | ' | ' | ' | ' |
Date on which dividends payable was declared by Board of Directors | ' | ' | 21-Mar-11 | ' |
Number of preferred stock purchase right declared for each outstanding common stock (per right) | ' | ' | ' | 1 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 | ' | $0.01 |
Number of rights issued with each issuance of common stock (per right) | ' | ' | ' | 1 |
Term of stockholder protection rights agreement | ' | ' | '3 years | ' |
Rights Agreement Amendment Date | ' | ' | 21-Mar-14 | ' |
Term of the Rights Agreement extension | ' | ' | '2 years | ' |
Rights Agreement Expiration Date | ' | ' | 21-Mar-16 | ' |
Fraction of participating preferred stock that can be exercised as a result of right | ' | ' | ' | 0.01 |
Exercise price of right (in dollars per share) | ' | ' | ' | $8 |
Minimum percentage of common stock owned for right to become exercisable (in hundredths) | ' | ' | ' | 20.00% |
Redemption price per right (in dollars per share) | ' | ' | ' | $0.00 |
Number of common stock exchange for rights (in shares) | ' | ' | ' | 1 |
Percentage of common stock acquired to cause substantial dilution (in hundredths) | ' | ' | ' | 20.00% |
Share_Repurchase_Plan_Details
Share Repurchase Plan (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Share Repurchase Plan [Abstract] | ' | ' | ' | ' |
Date on which the share repurchase plan was approved by the Board of Directors | ' | ' | 21-Mar-11 | ' |
Share Repurchase Plan Completion Date | ' | ' | 31-Oct-13 | ' |
Authorized amount under share repurchase plan by Board of Directors | $3,000,000 | ' | $3,000,000 | ' |
Stock repurchased during period (in shares) | 0 | 177,755 | 0 | 395,254 |
Stock repurchased during period | $0 | $283,000 | $0 | $651,000 |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event [Member], USD $) | 9 Months Ended | |
Sep. 30, 2014 | Nov. 14, 2014 | |
Hyperspring, LLC [Member] | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Subsequent Event, Date | 14-Nov-14 | ' |
Business Acquisition, Name of Acquired Entity | 'Hyperspring, LLC | ' |
Payments to Acquire Businesses, Gross | $3,000,000 | ' |
Business Acquisition, Percentage of Voting Interests Acquired | ' | 100.00% |
Business Acquisition Contingent Consideration Agreement | 'for the three-year period ending November 13, 2017. | ' |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | ' | 8,400,000 |
IntelliQlik, LLC [Member] | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Subsequent Event, Date | 14-Nov-14 | ' |
Business Acquisition, Name of Acquired Entity | 'IntelliQlik, LLC | ' |
Payments to Acquire Interest in Joint Venture | 250,000 | ' |
Business Acquisition, Percentage of Voting Interests Acquired | ' | 50.00% |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | ' | $250,000 |