Accounting Policies | 3 Months Ended |
Mar. 31, 2018 |
Accounting Policies: | |
Basis of Accounting, Policy | BASIS OF PRESENTATION The condensed consolidated financial statements at March 31, 2018 and for the three month periods ended March 31, 2018 and 2017 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 accompanying 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 Companys latest annual report (Form 10-K) and our Form 10-Qs for the quarters ended March 31, 2017, June 30, 2017, and September 30, 2017. The interim financial information presented is not necessarily indicative of results expected for the entire year ending December 31, 2018. |
Concentration Risk, Credit Risk, Policy | CONCENTRATION OF CREDIT RISK Financial instruments, which potentially subject the Company to credit risk, consist of cash equivalents and accounts receivable. The Companys 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 funds which are exposed to minimal interest rate and credit risk. Cash balances are maintained with several banks. Certain operating accounts may exceed insured limits. 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. |
Debt, Policy | LINES OF CREDIT and TERM NOTE Line of credit and term loan with Western Alliance Bank On August 11, 2017, the Company entered in to a Business Financing Agreement (the Financing Agreement) with Bridge Bank, a division of WAB, which includes a revolving line of credit and a term loan. The agreement will mature on September 1, 2019. The Financing Agreement with WAB, established a revolving credit line for the Company in the principal amount of up to $2,400,000 (the Revolving Credit Line) and a Term Loan of $400,000 (the Term Loan). Availability under the Revolving Credit Line is tied to a borrowing base formula that is based on 80% of the Companys eligible domestic accounts receivable. Advances under the Revolving Credit Line (the Advances) may be repaid and reborrowed in accordance with the Loan Agreement. Pursuant to the Financing Agreement, the Company agreed to pay to WAB the outstanding principal amount of all Advances, the unpaid interest thereon, and all other obligations incurred with respect to the Loan Agreement on September 1, 2019. Interest will be accrued and paid monthly at the Wall Street Journal Prime Rate plus 1.5%. The original Term Loan provided $400,000 to the Company. For the first six months, the Company was required to only pay interest. For the next 18 months, the Term Loan will be amortized into monthly payments of principal and interest. The interest rate on the original Term Loan will be the Wall Street Journal Prime Rate plus 1.75%, which was 6.50% as of March 31, 2018. The Term Loan was modified in December 2017, and as a result, the Company will have to repay the Term Loan by April 30, 2018. The first payment of $75,000 was due on the closing of the loan modification, the second payment of $25,000 was due on December 8, 2017, the third payment of $50,000 was due on December 29, 2017, the fourth payment of $125,000 is due mid- January and the final payment of $125,000 is due in April 2018. The Company made the required payments and made an extra payment of $25,000 as of December 31, 2017. In January the Company made the fourth payment of $125,000. As a result, the balance of the term note was $100,000 as of March 31, 2018. As of March 31, 2018 the Company owed $2,278,000 under the revolving line of credit. The Company incurred $35,000 of interest expense to WAB in the first three months of 2018. As of March 31, 2018, the availability under the line of credit was $122,000. The Company was in compliance with the financial and liquidity covenants of the modified Loan Agreement as of March 31, 2018. The Company expects to be able to continue to comply with the required covenants contained in the agreement with WAB for at least the next year. As a result, the amounts due to WAB under the line of credit and term loan as of March 31, 2018 were classified in the accompanying consolidated balance sheet in accordance with the repayment terms stipulated in the agreement. In the event the Company does not meet its covenants after March 31, 2018 and WAB does not grant a waiver or forbearance agreement, and the Company believes that it does not have adequate liquidity to operate, the Company will implement a cost cutting plan that reduces its expenditures to the appropriate level that matches its operating cash flows. Subject to certain exceptions, the modified Financing Agreement contains covenants prohibiting the Company from, among other things: (a) conveying, selling, leasing, transferring or otherwise disposing of their properties or assets; (b) liquidating or dissolving; (c) engaging in any business other than the business currently engaged in or reasonably related thereto; (d) entering into any merger or consolidation, or acquiring all or substantially all of the capital stock or property of another entity; (e) becoming liable for any indebtedness; (f) allowing any lien or encumbrance on any of their property; and (g) paying any dividends (other than dividends on outstanding convertible preferred stock); and (i) making payment on subordinated debt. Further, the Company must maintain minimum liquidity of $650,000, tested monthly, consisting of a combination of Unrestricted cash at Bridge Bank plus available U.S. accounts receivable. In addition, actual EBITDA, as defined in the Financing Agreement for the trailing 6-month period must be at least $1 as tested quarterly. The Financing Agreement is secured by a first priority perfected security interest in substantially all of the assets of the Company, excluding the intellectual property of the Company. The Financing Agreement contains a negative covenant prohibiting the Company from granting a security interest in their intellectual property to any party. Line of Credit with Silicon Valley Bank (SVB) In August 2017 at the closing of the WAB Financing Agreement, the Company repaid all outstanding amounts owed to SVB under the Revolving Facility and terminated the Revolving Facility. As of March 31, 2017, the Company owed $1,880,000 against the Revolving Facility. The Company incurred $42,000 of interest expense to SVB for the three months ended March 31, 2017. Line of Credit with Chief Executive Officer/Director In April 2017, the Company extended its Revolving Loan Agreement and associated Revolving Promissory Note with its Chief Executive Officer/Director. This loan agreement provided an unsecured $1,000,000 revolving line of credit to the Company. The line of credit matured on May 1, 2018. In August 2017, the Company repaid all amounts borrowed under the line of credit with its Chief Executive Officer/Director. There were no amounts outstanding as of March 31, 2018 and December 31, 2017. The Company was in compliance with the covenants of the loan agreement as of March 31, 2018 and December 31, 2017. |
Stockholders' Equity Note, Redeemable Preferred Stock, Issue, Policy | Series A On September 24, 2008, the Company issued 826,000 shares of Series-A Convertible Preferred Stock (Series A Preferred Stock) to its Chief Executive Officer at a price of $3.63 per share for a total of $3,000,000. Dividends accrue daily on the Series A Preferred at a rate of 10% and are payable only when, and if, declared by the Companys Board of Directors, quarterly in arrears. At March 31, 2018, there were accrued dividends of $375,000. The Series A Preferred Stock may be converted into common stock at the rate of one share of common for each share of Series A Preferred Stock. The Company has rights to cause conversion of all of the shares of Series A Preferred Stock outstanding. The Company may redeem, subject to board approval, all of the shares of Series A Preferred Stock then outstanding at a price equal to the greater of (i) 130% of the purchase price plus all accrued and unpaid dividends and (ii) the fair market value of such number of shares of common stock which the holder of the Series A Preferred Stock would be entitled to receive had the redeemed Series A Preferred Stock been converted immediately prior to the redemption. In the event of a liquidation of the Company, the holder of the Series A and (Series B) preferred stock shall be entitled to receive in preference to the holders of the common stock, the original amount invested in the preferred stock plus any unpaid and accrued dividends. Preferred stock dividends on the Series A are declared quarterly by the Board of Directors. The Company reports the Series A Preferred Stock on the Companys condensed consolidated balance sheet within stockholders deficit. Series B On June 20, 2014, the Company issued 797,000 of Series-B Convertible Preferred Stock (Series B Preferred Stock) to its Chief Executive Officer at a price of $2.51 per share in exchange for the cancellation of $2,000,000 of outstanding principal owed to its Chief Executive Officer under a Revolving Promissory Note dated March 26, 2014. The Series B Preferred Stock may be converted into shares of common stock on a one-to-one ratio, subject to customary anti-dilution provisions. The Series B Preferred Stock will pay a quarterly dividend, which will accrue at an annual rate of 10%. The Companys Chief Executive Officer may convert 100% of his shares of the Series B Preferred Stock into shares of common stock. Each and every outstanding share of Series B Preferred Stock is subject to mandatory and automatic conversion into shares of common stock if the closing price of the common stock as reported by the principal exchange or quotation system on which such common stock is traded or reported exceeds 300% of the then current conversion price for 30 consecutive trading days. The Company may redeem all of the outstanding shares of the Series B Preferred Stock issued at a price per share equal to 300% of the purchase price. The Series B Preferred Stock ranks senior to the common stock and on parity with the Companys Series A Convertible Preferred Stock. In the event of a liquidation of the Company, the holder of the Series B and Series A Preferred Stock shall be entitled to receive in preference to the holders of the common stock, the original amount invested in the preferred stock plus any unpaid and accrued dividends. Preferred stock dividends on the Series B are declared quarterly by the Board of Directors. At March 31, 2018, there were accrued dividends of $250,000. |
Share-based Compensation, Option and Incentive Plans Policy | Share-Based Awards 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 Companys expected term represents the period that the Companys 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 Companys 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. Under the Companys stock option plans, options awards generally vest over a four-year period of continuous service and have a 10-year contractual term. As of March 31, 2018, the total unrecognized compensation cost related to non-vested options amounted to $309,000, which is expected to be recognized over the options average remaining vesting period of 3.15 years. Activity under the Companys stock option plans for the nine months ended March 31, 2018 is as follows: OPTIONS OUTSTANDING Shares Weighted Average Exercise Price Per Share Balance, December 31, 2017 703,000 $ 2.39 Granted 100,000 $ 3.90 Balance, March 31, 2018 803,000 $ 2.57 The following table summarizes outstanding options under the Companys stock option plans as of March 31, 2018: Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding Options 803,000 $2.57 6.16 $1,074,000 Ending Vested and Exercisable 515,000 $2.60 4.63 $681,000 Options Vested and Expected to Vest 711,000 $2.56 5.78 $959,000 |
Income Tax, Policy | INCOME TAXES The Company has identified its federal tax return and its state returns in Pennsylvania and California as major tax jurisdictions. Based on the Companys evaluation, it concluded that there are no significant uncertain tax positions requiring recognition in the Companys financial statements. The Companys evaluation was performed for tax years ended 2014 through 2017, the only periods subject to examination. The Company believes that its income tax positions and deductions will be sustained on a tax authority audit and does not anticipate any adjustments that will result in a material change to its financial position. The Companys 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 consolidated statement of operations. For the three months ended March 31, 2018 and 2017, there were no interest or penalties related to uncertain tax positions. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the Act) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. The Act repeals the Alternative Minimum Tax (AMT) for years beginning after December 31, 2017 and allows Companies with existing AMT credit carryforwards to receive future refunds of the credit. As a result, the Company recorded an AMT credit benefit of $362,000 in 2017 and as a result has long term receivable as of March 31, 2018. The Company believes that the most significant impact on its consolidated financial statements will be a reduction of approximately $3,900,000 for the deferred tax assets related to net operating losses and other assets. Such reduction is offset by changes to the Companys valuation allowance. Additionally, the Company has investments in various foreign subsidiaries for which at December 31, 2017 and November 2, 2017, the cumulative earnings and profits of these entities was estimated to be negative. Accordingly, the Company has not recorded a provisional amount for the transition tax enacted under the Act. On December 22, 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin 118, which allows a measurement period, not to exceed one year, to finalize the accounting for the income tax impacts of the Tax Act. Until the accounting for the income tax impacts of the Tax Act is complete, the reported amounts are based on reasonable estimates, are disclosed as provisional and reflect any adjustments in subsequent periods as the Company refines its estimates or completes its accounting of such tax effects. At March 31, 2018, the Company maintained a 100% valuation allowance for its remaining deferred tax assets, based on the uncertainty of the realization of the deferred tax assets due to the uncertainty of future taxable income. |
Earnings Per Share, Policy | LOSS PER SHARE 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 earnings per share, shares outstanding are adjusted to assume conversion of the Companys 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. The Company had net loss allocable to the common stockholders for the three months ended March 31, 2018 and 2017. All options outstanding at March 31, 2018 and 2017 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 as the inclusion of these options and shares would have been antidilutive. Three Months Ended March 31, 2018 2017 Numerator: Net income (loss) $ 6,000 $ (679,000 ) Preferred dividend 125,000 125,000 Net loss allocable to common shareholders $ (119,000 ) (804,000 ) Denominator: Basic and diluted weighted average number of common shares outstanding 3,594,000 3,594,000 Basic and diluted loss per common share $ (0.3 ) $ (0.22 ) |
Segment Reporting, Policy | GEOGRAPHIC SEGMENT DATA The Company and its subsidiaries are engaged in the design, development, marketing and support of its service management software solutions. Substantially all revenues result from the license of the Companys software products and related professional services and customer support services. The Companys chief executive officer reviews financial information presented on a consolidated basis, accompanied by disaggregated information about revenues by geographic region for purposes of making operating decisions and assessing financial performance. Accordingly, the Company considers itself to have three reporting segments as follows: Three Months Ended March 31, 2018 2017 Revenues Software license fees United States $ 324,000 $ 111,000 Europe 50,000 - Asia Pacific 45,000 132,000 Total foreign software license fees revenue 95,000 132,000 Total software license fees 419,000 243,000 Subscriptions United States 416,000 486,000 Europe 272,000 168,000 Asia Pacific 140,000 113,000 Total foreign subscriptions 412,000 281,000 Total subscription revenue 828,000 767,000 Services and maintenance United States 3,334,000 2,823,000 Europe 590,000 1,070,000 Asia Pacific 1,525,000 1,098,000 Total foreign services and maintenance revenue 2,115,000 2,168,000 Total services and maintenance revenue 5,449,000 4,991,000 Total revenue $ 6,696,000 $ 6,001,000 Net income (loss) United States $ (61,000 ) (702,000 ) Europe (56,000 ) 47,000 Asia Pacific 123,000 (24,000 ) Net income (loss) $ 6,000 ( 679,000 ) |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies | Operating Matters and Liquidity The Company has a history of net losses and an accumulated deficit of $34,702,000 as of March 31, 2018. In the first quarter of 2018, the Company generated net income of $6,000 compared to a net loss of $679,000 generated in the first quarter of 2017. Further, at March 31, 2018, the Company had a working capital ratio of .61:1, with cash and cash equivalents of $1,481,000 compared to December 31, 2017 in which the Company had cash and cash equivalents of $1,924,000. The decrease in cash and cash equivalents for the first quarter 2018 was primarily driven by a decrease in cash provided by operations in 2018 compared to 2017 and an increase in capitalized software development costs, partially offset by a decrease in cash outlays for the Companys line of credit. As of March 31, 2018, the Company owed $2,278,000 on its line of credit from Western Alliance Bank (WAB). As of March 31, 2018, the availability under the line of credit was $122,000. The proceeds of additional borrowings, if needed, will be used by the Company for operating activities.. The Company was in compliance with the WAB financial and liquidity covenants as of March 31, 2018 and expects to be able to continue to comply with the required covenants under the modified agreement with WAB for at least the next year. As a result, the amounts due to WAB under the line of credit and term loan as of March 31, 2018 were classified in the accompanying consolidated balance sheet in accordance with the repayment terms stipulated in the agreement with WAB. In the event the Company does not meet the required covenants after March 31, 2018 and WAB does not grant a waiver or forbearance agreement, and the Company believes that it does not have adequate liquidity to operate, the Company will implement a cost cutting plan that reduces its expenditures to the appropriate level that matches its operating cash flows. Our primary cash requirements are to fund operations Managements current operating plan is to maintain and/or reduce operating expenses in order to be aligned with expected revenues. The primary area of focus will continue to be headcount and costs from outside consultants. The Company remains focused on maximizing revenue from its revenue generating resources and will continue to repurpose, if necessary, certain personnel to become billable so the Company can continue to improve its liquidity. The Company has a substantial professional services backlog that resulted from new customers added in 2018 as well as upgrade projects from our existing customers as they move to the latest version of Astea Alliance. In 2018, the Company continues to reduce total operating expenses in order to maintain our liquidity. Management has implemented new marketing initiatives in 2018 that we believe will directly contribute to increasing new business that is essential to our growth. We expect our revenues will generate sufficient cash from operations through at least May 15, 2019. As noted above, if the Companys actual results fall short of expectations, the Company will make cost adjustments to improve the Companys operating cash flows. Our operations are subject to certain risks and uncertainties including, among others, current and potential competitors with greater resources, dependence on our significant and existing customer base, closing license and subscription sales in a timely manner, lack of a history of consistently generating net income and uncertainty of future profitability, and possible fluctuations in financial results. |