Accounting Policies | 3 Months Ended |
Mar. 31, 2014 |
Accounting Policies: | ' |
Fair Value of Financial Instruments, Policy | ' |
3. FAIR VALUE OF FINANCIAL INSTRUMENTS |
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The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. |
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The Company accounts for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs in measuring fair value are observable in the market. We categorize each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are: |
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1. Level 1 - Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. |
2. Level 2 - Valuations based on inputs on other than quoted prices included within Level 1, for which all significant inputs are observable, either directly or indirectly. |
3. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The inputs reflect the Company’s assumptions about the assumptions a market participant would use in pricing the asset. |
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The carrying amounts of cash and cash equivalents, trade accounts receivable, other assets, trade accounts payable and accrued expenses at face value approximate fair value because of the short maturity of these instruments. |
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Investments classified as available for sale are measured using quoted market prices multiplied by the quantity held where quoted market prices were available. |
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Investments are considered to be impaired when a decline in fair value is judged to be other-than-temporary. Fair value is calculated based on publicly available market information or other estimates determined by management. We employ a systematic methodology on a quarterly basis that considers available quantitative and qualitative evidence in evaluating potential impairment of our investments. If the cost of an investment exceeds its fair value, we evaluate, among other factors, general market conditions, credit quality, the duration and extent to which the fair value is less than cost, and for equity securities, our intent and ability to hold, or plans to sell, the investment. For fixed income securities, we also evaluate whether we have plans to sell the security or it is more likely than not that we will be required to sell the security before recovery. We also consider specific adverse conditions related to the financial health of and business outlook for the investee, including industry and sector performance, changes in technology, and operational and financing cash flow factors. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded to other income (expense) and a new cost basis in the investment is established. |
The fair value of goodwill is determined by estimating the expected present value of future cash flows without reference to observable market transactions. |
Basis of Presentation and Significant Accounting Policies | ' |
1. BASIS OF PRESENTATION |
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The consolidated financial statements at March 31, 2014 and for the three month periods ended March 31, 2014 and 2013 of Astea International Inc. and subsidiaries (“Astea” or the "Company") are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods. The following unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the rules and regulations of the SEC for quarterly reports on Form 10-Q. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto, included in the Company’s latest annual report (Form 10-K) and our Form 10-Q’s for the quarters ended March 31, 2013, June 30, 2013, and September 30, 2013. The interim financial information presented is not necessarily indicative of results expected for the entire year ending December 31, 2014. |
Concentration Risk, Credit Risk, Policy | ' |
1. CONCENTRATION OF CREDIT RISK |
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Financial instruments, which potentially subject the Company to credit risk, consist of cash equivalents and accounts receivable. The Company’s policy is to limit the amount of credit exposure to any one financial institution. The Company places investments with financial institutions evaluated as being creditworthy or investing in short-term money market positions which are exposed to minimal interest rate and credit risk. Cash balances are maintained with several banks. Certain operating accounts may exceed the Federal Deposit Insurance Corporation (FDIC) limits. |
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The Company sells its products to customers involved in a variety of industries including information technology, medical devices and diagnostic systems, industrial controls and instrumentation and retail systems. While the Company does not require collateral from its customers, it does perform continuing credit evaluations of its customers’ financial condition. |
Marketable Securities, Available-for-sale Securities, Policy | ' |
5. INVESTMENTS AVAILABLE FOR SALE |
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Investments that the Company designated as available-for-sale are reported at fair value, with unrealized gains and losses, net of tax, recorded in accumulated other comprehensive (loss) income. The Company bases the cost of the investment sold on the specific identification method. The available-for-sale investments consist of mutual funds. If an available-for-sale investment is other than temporarily impaired, the loss is charged to either earnings or stockholders’ equity depending on our intent and ability to retain the security until we recover the full cost basis and the extent of the loss attributable to the creditworthiness of the issuer. |
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On March 31, 2014 and December 31, 2013 the fair value for all of the Company’s investments was determined based upon quoted prices in active markets for identical assets (Level 1). |
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The carrying amount, gross unrealized holding gains, gross unrealized holding losses, and fair value of available-for-sale securities by major security type and class of security at March 31, 2014 and December 31, 2013 were as follows: |
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| | Aggregate | | Gross unrealized | | Gross unrealized holding (losses) | | Aggregate |
cost basis | holding gains | fair value |
At March 31, 2014 | | | | | | | | |
Available-for-sale: | | | | | | | | |
Mutual Funds | $ | 29,000 | $ | — | $ | — | $ | 29,000 |
At December 31, 2013 | | | | | | | | |
Available-for-sale: | | | | | | | | |
Mutual Funds | $ | 33,000 | $ | 1,000 | $ | — | $ | 34,000 |
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The aggregate fair value of mutual funds as of March 31, 2014 was $29,000. As of March 31, 2014 and December 31, 2013 there were no mutual funds that had unrealized losses. The mutual funds contain investments that seek a high level of current income. The funds normally invest at least 80% of net assets, plus the amount of any borrowings for investment purposes, in floating or adjustable rate senior loans of any maturity or credit quality, including those rated below investment grade or determined by the fund's advisor to be of comparable quality. |
Share-based Compensation, Option and Incentive Plans Policy | ' |
8. STOCK-BASED COMPENSATION |
The Company estimates the fair value of stock options granted using the Black-Scholes-Merton (Black-Scholes) option-pricing formula and amortizes the estimated option value using an accelerated amortization method where each option grant is split into tranches based on vesting periods. The Company’s expected term represents the period that the Company’s share-based awards are expected to be outstanding and was determined based on historical experience regarding similar awards, giving consideration to the contractual terms of the share-based awards and employee termination data. Executive level employees who hold a majority of options outstanding, and non-executive level employees each have similar historical option exercise and termination behavior and thus were grouped for valuation purposes. The Company’s expected volatility is based on the historical volatility of its traded common stock and places exclusive reliance on historical volatilities to estimate our stock volatility over the expected term of its awards. The Company has historically not paid dividends to common stockholders and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from the U.S. Treasury zero-coupon bonds with an equivalent term. |
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As of March 31, 2014, the total unrecognized compensation cost related to non-vested options amounted to $360,000, which is expected to be recognized over the options’ average remaining vesting period of 2.70 years. No income tax benefit was realized by the Company in the three months ended March 31, 2014. |
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Under the Company’s stock option plans, option awards generally vest over a four year period of continuous service and have a 10 year contractual term. The fair value of each option is amortized on a straight-line basis over the option’s vesting period. The fair value of each option is estimated on the date of grant using the Black-Scholes option valuation model. |
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There were 80,000 and 55,000 options granted during the first three months of 2014 and 2013, respectively. |
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Activity under the Company’s stock option plans for the three months ended March 31, 2014 is as follows: |
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| OPTIONS OUTSTANDING | | |
| | | | Weighted Average Exercise Price Per Share | | |
Shares | | |
Balance, December 31, 2013 | | 666,000 | | $ | 3.92 | | | |
Granted | | 80,000 | | | 3.01 | | | |
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Balance, March 31, 2014 | 746,000 | $ | 3.82 | | |
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The following table summarizes outstanding options under the Company’s stock option plans as of March 31, 2014: |
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| | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Term (in years) | | | | | |
Number of Shares | Aggregate Intrinsic Value | | | | |
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Outstanding Options | 746,000 | $3.82 | 5.96 | $66,000 | | | | |
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Ending Vested and Exercisable | 501,000 | $4.27 | 4.63 | $39,000 | | | | |
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Options Expected to Vest | 688,000 | $3.86 | 5.78 | $61,000 | | | | |
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Income Tax, Policy | ' |
7. INCOME TAX |
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The Company has identified its federal tax return and its state returns in Pennsylvania and California as “major” tax jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company’s evaluation was performed for tax years ended 2008 through 2013, the only periods subject to examination. The Company believes that its income tax positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position. |
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The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income before income taxes. Penalties are recorded in general and administrative expenses and interest paid or received is recorded in interest expense or interest income, respectively, in the statement of operations. For the first three months of 2014, there was no interest or penalties related to the settlement of any audits. |
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At March 31, 2014, the Company maintained a 100% valuation allowance for its remaining deferred tax assets, based on the uncertainty of the realization of future taxable income. |
Earnings Per Share, Policy | ' |
9. LOSS PER SHARE |
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Loss per share is computed on the basis of the weighted average number of shares and common stock equivalents outstanding during the period. In the calculation of diluted loss per share, shares outstanding are adjusted to assume conversion of the Company’s non-interest bearing convertible stock and exercise of options as if they were dilutive. In the calculation of basic loss per share, weighted average numbers of shares outstanding are used as the denominator. |
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The Company had net loss allocable to common stockholders for the three months ended March 3, 2014 and 2013. Loss per share is computed as follows: |
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| Three | | |
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Months Ended | | |
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March 31, | | |
| | 2014 | | | 2013 | | | |
Numerator: | | | | | | | | |
Net loss available to common shareholders | $ | (1,336,000 | ) | $ | (1,094,000 | ) | | |
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Denominator: | | |
Weighted average shares used to compute net loss available | | | | | | | | |
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to common shareholders per common share basic and dilutive | 3,587,000 | 3,586,000 | | |
| | (0.37 | ) | $ | | ) | | |
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Basic and dilutive net loss per share to common shareholder | $ | (0.31 | | |
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All options outstanding to purchase shares of common stock and shares of common stock issued on the assumed conversion of the eligible preferred stock were excluded from the diluted loss per common share calculation for the three months ended March 31, 2014 and 2013, as the inclusion of these options would have been antidilutive. |
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Subsequent Events, Policy | ' |
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11. SUBSEQUENT EVENT |
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Failure to Satisfy a Continued NASDAQ Listing Rule or Standard |
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On April 7, 2014 the Company received a notification letter from the NASDAQ Stock Market advising the Company of its failure to comply with the required minimum of $2,500,000 in stockholders’ equity for continued listing on the NASDAQ Capital Market, pursuant to NASDAQ listing rule 5550(b)(1). The Company fell below the minimum requirement with reported stockholders’ equity of $1,829,000 in its Form 10-K for the year ended December 31, 2013. The Company’s loss in the first three months of 2014 further reduced the reported stockholders’ equity to $516,000. |
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NASDAQ stated in the letter that under the NASDAQ listing rules the Company has 45 calendar days to submit a plan to regain compliance. If the plan is accepted by NASDAQ, an extension of up to 180 calendar days from April 7, 2014 may be granted to the Company to provide evidence of compliance. If the plan is not accepted by NASDAQ, the Company will have the opportunity to appeal that decision to a Hearings Panel. |
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The Company is presently evaluating various courses of action to regain compliance and intends to timely submit a plan to NASDAQ to regain compliance with the NASDAQ minimum stockholders’ equity standard. |
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