Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 |
Summary of Significant Accounting Policies [Abstract] | |
Principles of consolidation | Principles of consolidation |
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The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. |
Accounting estimates | Accounting estimates |
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The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, the Company evaluates the estimates used, including but not limited to those related to revenue recognition, the allowance for doubtful accounts, estimates of future warranty costs, impairments of goodwill and other intangible assets, valuation of intangible assets acquired and contingent consideration to be paid in business acquisitions, valuation of stock based compensation awards, and income taxes. Actual results could differ from these estimates. |
Revenue recognition | Revenue recognition |
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The Company recognizes revenue through (1) fixed price contracts on the sale of uniquely designed systems containing hardware, software and other materials which applies only to the Performance Improvement Solutions segment as well as (2) time and material contracts primarily through staff augmentation support and service agreements. |
In accordance with U.S. generally accepted accounting principles, the revenue under 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 of the claim. |
As the Company recognizes revenue under the percentage-of-completion method, it provides an accrual for estimated future warranty costs based on historical and projected claims experience. 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. |
We evaluate our contracts for multiple deliverables under ASC 605-25 Revenue Recognition-Multiple Element Arrangements, and when appropriate, separate the contracts into separate units of accounting for revenue recognition. Contracts with multiple element arrangements typically include, but are not limited to, components such as training, licenses, and PCS, as described above, embedded in the agreement. When a contract contains multiple deliverables, the Company allocates revenue to each deliverable based on its relative selling price which is determined based on its vendor specific objective evidence ("VSOE") if available, third party evidence ("TPE") if VSOE is not available, or estimated selling price if neither VSOE nor TPE is available. Amounts allocated to training and support services are based on VSOE and revenue is deferred until the services have been performed. Amounts allocated to software licenses are also based on VSOE. Revenue related to software licenses is recognized once the license has been delivered. |
The Company recognizes revenue under time and materials contracts primarily from staff augmentation and certain consulting agreements. Revenue on time and material contracts is recognized as services are rendered and performed. Under a typical time-and-materials billing arrangement, customers are billed on a regularly scheduled basis, such as biweekly or monthly. At the end of each accounting period, revenue is estimated and accrued for services performed since the last billing cycle. These unbilled amounts are billed the following month. |
Cash and Cash Equivalents, Unrestricted Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and cash equivalents |
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Cash and cash equivalents consist of cash on hand and highly liquid investments with maturities of three months or less at the date of purchase. |
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The Company had $7.5 million and $9.5 million deposited in an unrestricted money market account with Susquehanna Bank on December 31, 2014 and 2013, respectively. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash |
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Restricted cash consists of the cash collateralization of our outstanding letters of credit used for various advance payment, bid, surety and performance bonds, and negative foreign exchange positions which have been segregated into restricted money market accounts with Susquehanna Bank. Susquehanna has complete and unconditional control over the restricted money market accounts. |
At December 31, 2014 and 2013, the Company had approximately$4.2 million, and $1.1 million, respectively, of cash in escrow accounts with Susquehanna. The restricted cash balance has been classified within the Consolidated Balance Sheet as follows; $613,000 of current assets, and $3.6 million of long term assets at December 31, 2014, respectively, compared to $45,000 of current assets and $1.0 million of long-term assets at December 31, 2013. The Company recorded interest income of $7,000 and $8,000 from the escrow accounts in the years ended December 31, 2014 and 2013, respectively. The interest earned on these restricted funds is added to the restricted cash balance. We classify the restriction and release of the cash collateralization of our outstanding letters of credit as an investing activity within the consolidated statement of cash flows, as these deposits are not related to borrowings against our line of credit. |
Contract receivables | Contract receivables |
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Contract receivables include recoverable costs and accrued profit not billed which represents revenue recognized in excess of amounts billed. The liability "Billings in excess of revenue earned" represents billings in excess of revenue recognized. |
Billed receivables are recorded at invoiced amounts. The allowance for doubtful accounts is based on historical trends of past due accounts, write-offs, and specific identification and review of customer accounts. |
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The activity in the allowance for doubtful accounts is as follows: |
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(in thousands) | | As of and for the | |
| | Years ended December 31, | |
| | 2014 | | | 2013 | |
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Beginning balance | | $ | 2 | | | $ | 2 | |
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Current year provision | | | 22 | | | | 38 | |
Acquired allowance for doubtful accounts | | | 20 | | | | - | |
Current year write-offs | | | (22 | ) | | | (38 | ) |
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Ending balance | | $ | 22 | | | $ | 2 | |
Equipment, software and leasehold improvements, net | Equipment, software and leasehold improvements, net |
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Equipment and purchased software are recorded at cost and depreciated using the straight-line method with estimated useful lives ranging from three to ten years. Leasehold improvements are amortized over the life of the lease or the estimated useful life, whichever is shorter, using the straight-line method. Upon sale or retirement, the cost and related depreciation are eliminated from the respective accounts and any resulting gain or loss is included in operations. Maintenance and repairs are charged to expense as incurred. |
Software development costs | Software development costs |
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Certain computer software development costs are capitalized in the accompanying consolidated balance sheets in accordance with U.S. generally accepted accounting principles. 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 the future undiscounted cash flows. The excess of any unamortized computer software costs over the related net realizable value is written down and charged to operations. |
During the second quarter of 2013, the Company incurred a charge of $2.2Â million related to the write-down of certain capitalized software development costs based on the net realizable value analysis performed in conjunction with our goodwill impairment test. |
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Development expenditures | Development expenditures |
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Development expenditures incurred to meet customer specifications under contracts are charged to contract costs. Company sponsored development expenditures are either charged to operations as incurred and are included in selling, general and administrative expenses or are capitalized as software development costs. See Note 8, Software development costs. The amounts incurred for Company sponsored development activities relating to the development of new products and services or the improvement of existing products and services, were approximately $3.8 million and $2.9 million for the years ended December 31, 2014, and 2013, respectively. |
Impairment of long-lived assets | Impairment of long-lived assets |
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Long-lived assets, such as equipment, software, capitalized computer software costs subject to amortization, and intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized at the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets |
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The Company's intangible assets include amounts recognized in connection with business acquisitions, including customer relationships, contract backlog and software. 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 Company does not have any intangible assets with indefinite useful lives. |
We review goodwill for impairment annually as of November 30 and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable in accordance with Accounting Standards Update ("ASU") number 2011-08 and Accounting Standards Codification 350, Intangibles — Goodwill and Other (ASC 350). |
ASU number 2011-08 outlines the qualitative assessment (i.e., the "Step 0 Test") as a precursor to the traditional two-step quantitative process. The Step 0 Test effectively modifies Accounting Standards Codification ("ASC") 350-20-35, Goodwill – Subsequent Measurement. In general, the Step 0 Test allows an entity to first assess qualitative factors to determine whether it is more likely than not (i.e., more than 50%) that the Fair Value of a reporting unit is less than its carrying value. In order to make this evaluation, the FASB outlines relevant examples and circumstances to consider, including: |
· | General macroeconomic conditions, | | | | | | | |
· | Industry and market conditions, | | | | | | | |
· | Changes in cost factors, | | | | | | | |
· | Overall financial performance, | | | | | | | |
· | Entity and reporting unit specific events, etc. | | | | | | | |
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If the qualitative factors outlined in the Step 0 Test indicates that the Fair Value of a reporting unit is greater than its carrying value, than no additional testing is performed. If the Step 0 Test indicates the Fair Value of a reporting unit is less than its carrying value, we perform the additional impairment test in accordance with the provisions of ASC 350. |
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 two reporting units. 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. Refer to Note 4, Goodwill and Intangible Assets, for information on the $4.5 million goodwill impairment loss taken during 2013. No impairment losses were recognized during 2014. |
Foreign currency translation | Foreign currency translation |
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Balance sheet accounts for foreign operations are translated at the exchange rate as of the balance sheet date, and income statement accounts are translated at the average exchange rate for the period. The resulting translation adjustments are included in accumulated other comprehensive loss. Transaction gains and losses, resulting from changes in exchange rates, are recorded in operating income in the period in which they occur. For the years ended December 31, 2014, and 2013, foreign currency transaction losses were approximately $180,000, and $111,000, respectively. |
Warranty | Accrued Warranty |
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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. |
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The activity in the accrued warranty accounts is as follows: |
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(in thousands) | | As of and for the | |
| | Years ended December 31, | |
| | 2014 | | | 2013 | |
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Beginning balance | | $ | 1,851 | | | $ | 2,107 | |
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Current year provision | | | 660 | | | | 809 | |
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Current year claims | | | (1,025 | ) | | | (1,065 | ) |
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Currency adjustment | | | (30 | ) | | | - | |
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Ending balance | | $ | 1,456 | | | $ | 1,851 | |
Income taxes | Income taxes |
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Income taxes are provided under the asset and liability method. Under this method, deferred income taxes are determined based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. A provision is made for the Company's current liability for federal, state and foreign income taxes and the change in the Company's deferred income tax assets and liabilities. |
We establish accruals for uncertain tax positions taken or expected to be taken in a tax return when it is more likely than not (i.e., a likelihood of more than fifty percent) 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 fifty percent likely of being realized upon ultimate settlement. Favorable or unfavorable adjustment of the accrual for any particular issue would be recognized as an increase or decrease to income tax expense in the period of a change in facts and circumstances. Interest and penalties related to income taxes are accounted for as income tax expense. |
Stock-based compensation | Stock-based compensation |
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Compensation expense related to share based awards is recognized on a pro rata straight-line basis based on the value of share awards that are scheduled to vest during the requisite service period. During the twelve months ended December 31, 2014, and 2013 the Company recognized $712,000, and $810,000, respectively, of pre-tax stock-based compensation expense under the fair value method. As of December 31, 2014, the Company had $0.7 million of unrecognized compensation expense related to the unvested portion of outstanding stock option awards expected to be recognized through November 2016. |
Income (Loss) per share | Loss per share |
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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 or warrants were exercised. |
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The number of common shares and common share equivalents used in the determination of basic and diluted loss per share were as follows: |
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| | Years ended December 31, | |
| | 2014 | | | 2013 | |
Numerator: | | | | | | |
Net loss attributed to common stockholders | | $ | (6,742 | ) | | $ | (10,511 | ) |
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Denominator: | | | | | | | | |
Weighted-average shares outstanding for basic earnings per share | | | 17,887,859 | | | | 18,150,915 | |
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Effect of dilutive securities: | | | | | | | | |
Employee stock options and warrants | | | - | | | | - | |
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Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share | | | 17,887,859 | | | | 18,150,915 | |
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Shares related to dilutive securities excluded because inclusion would be anti-dilutive | | | 2,811,709 | | | | 2,919,521 | |
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Conversion of outstanding stock options and warrants was not assumed for the years ended December 31, 2014 and 2013 because the impact was anti-dilutive. |
Concentration of credit risk | Concentration of credit risk |
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The Company is subject to concentration of credit risk with respect to contract receivables. Credit risk on contract receivables is mitigated by the nature of the Company's worldwide customer base and its credit policies. The Company's customers are not concentrated in any specific geographic region, but are concentrated in the energy industry. The following customers have provided more than 10% of the Company's consolidated contract receivables for the indicated periods: |
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| December 31, | | | | | |
| 2014 | | 2013 | | | | | |
State Nuclear Power Automation System Engineering Co. | 10.20% | | 5.90% | | | | | |
Slovenské elektrárne, a.s. | 1.90% | | 35.90% | | | | | |
Fair values of financial instruments | Fair values of financial instruments |
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The carrying amounts of current assets and current liabilities reported in the consolidated balance sheets approximate fair value due to their short term duration. |
Contingent Consideration for Business Acquisitions | Contingent consideration for business acquisitions |
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Acquisitions may include contingent consideration payments based on future financial measures of an acquired company. Contingent consideration is required to be recognized at fair value as of the acquisition date. We estimate the fair value of these liabilities based on financial projections of the acquired companies and estimated probabilities of achievement. At each reporting date, the contingent consideration obligation is revalued to estimated fair value and changes in fair value subsequent to the acquisition are reflected in income or expense in the consolidated statements of operations, and could cause a material impact to our operating results. Changes in the fair value of contingent consideration obligations may result from changes in discount periods and rates, changes in the timing and amount of revenue and/or earnings estimates and changes in probability assumptions with respect to the likelihood of achieving the various earn-out criteria. |
Deferred financing fees | Deferred financing fees |
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The Company amortizes the cost incurred to obtain debt financing using the straight-line method over the term of the underlying obligations. The amortization of deferred financing costs is included in interest expense. The Company recognized $10,000 of expense related to the amortization of deferred financing costs during the year ended December 31, 2013. The Company recognized no amortization of deferred financing costs during the year ended December 31, 2014. |
Derivative instruments | Derivative instruments |
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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. |
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As of December 31, 2014, the Company had foreign exchange contracts outstanding of approximately 0.3 million Pounds Sterling, 1.4 million Euro, 0.8 million Australian Dollars, and 0.5 million Malaysian Ringgits. At December 31, 2013, the Company had foreign exchange contracts outstanding of approximately 0.2 million Pounds Sterling, 13.3 million Euro, and 10.1 million Japanese Yen at fixed rates. The contracts expire on various dates through November 2016. The Company had not designated the foreign exchange contracts as hedges and had recorded the estimated fair value of the contracts in the consolidated balance sheet as follows: |
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| | December 31, | |
(in thousands) | | 2014 | | | 2013 | |
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Asset derivatives | | | | | | |
Prepaid expenses and other current assets | | $ | 71 | | | $ | 140 | |
Other assets | | | 21 | | | | 2 | |
| | | 92 | | | | 142 | |
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Liability derivatives | | | | | | | | |
Other current liabilities | | | (23 | ) | | | (637 | ) |
Other liabilities | | | (1 | ) | | | (18 | ) |
| | | (24 | ) | | | (655 | ) |
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Net fair value | | $ | 68 | | | $ | (513 | ) |
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The changes in the fair value of the foreign exchange contracts are included in gain on derivative instruments in the consolidated statements of operations. |
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The foreign currency denominated trade receivables, unbilled 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 gain on derivative instruments in the consolidated statement of operations. |
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For the years ended December 31, 2014, and 2013, the Company recognized a net gain on its derivative instruments as outlined below: |
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| | Years ended December 31, | |
(in thousands) | | 2014 | | | 2013 | |
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Foreign exchange contracts- change in fair value | | $ | 365 | | | $ | (489 | ) |
Remeasurement of related contract receivables and billings in excess of revenue earned | | | (156 | ) | | | 754 | |
| | $ | 209 | | | $ | 265 | |
Reclassification | Reclassifications |
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Certain prior year amounts have been reclassified to conform with the current year presentation. |
New accounting standards | Recently Issued Accounting Pronouncements Not Yet Adopted |
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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 combined financial statements and has not yet determined the method by which it will adopt the standard in 2017. |