NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.
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 Company's latest annual report (Form 10-K) and our Form 10-Q's 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.
Comparability
Effective January 1, 2018, the Company adopted a new accounting standard. Prior periods were not retrospectively restated, so the consolidated balance sheet as of December 31, 2017 and results of operations for the three months ended March 31, 2017 were prepared using an accounting standard that was different than the one in effect for the three months ended March 31, 2018. Therefore, the condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017 are not directly comparable, nor are the results of operations for the three months ended March 31, 2018 and March 31, 2017.
Accumulated Deficit
The following table presents the cumulative effect adjustment to the beginning accumulated deficit for the new accounting standard adopted by the Company on January 1, 2018:
|
|
Accumulated Deficit
|
|
Balance, December 31, 2017, as previously reported
|
$
|
(35,338,000
|
)
|
Cumulative effect adjustment from the adoption
of new accounting standard:
|
|
|
|
Revenue from Contracts with Customers
|
|
630,000
|
|
Balance, January 1, 2018, as adjusted
|
|
(34,708,000
|
)
|
Net income
|
|
6,000
|
|
Balance, March 31, 2018
|
$
|
(34,702,000
|
)
|
Recently Adopted Accounting Standards- Revenue from Contracts with Customers
In May 2014, the Financial Accounting Standards Board (FASB) issued a new standard related to revenue recognition. Under the new standard, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to receive in exchange for those goods or services. The standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.
Additionally, under the new guidance, expenses incurred, will be deferred as an asset and will be amortized
over the period that services or goods are transferred to the customer.
The Company adopted Revenue from Contracts with Customers on January 1, 2018 using the modified retrospective transition method. Under this method, the Company evaluated contracts that were in effect at January 1, 2018 as if those contracts had been accounted for under the new guidance. The Company did not evaluate individual modifications for those periods prior to the adoption date. The aggregate effect of all modifications as of the adoption date and such effects are provided below. Under the modified retrospective transition approach, periods prior to the adoption date were not adjusted and continue to be reported in accordance with historical, pre-adoption accounting. A cumulative catch up adjustment was recorded to beginning accumulated deficit to reflect the impact of all existing arrangements under Revenue from Contracts with Customers (new guidance).
The most significant impact of the adoption of revenue from the new guidance was that the Company deferred $630,000 of incremental hosting costs at the adoption date directly related to hosting customer contracts and the related hosting implementation costs for customers that had not gone live as of the date of adoption. The Company is amortizing these costs over the remaining life of the contract or expected customer life whichever is longer, once the customer goes live. The contract period is generally 1 to 3 years and the average expected customer life is 2 years.
As noted above, upon adoption on January 1, 2018, the Company recognizes revenues in accordance with "Revenue from Contracts with Customers". As such, the Company identifies a contract with a customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to each performance obligation in the contract and recognizes revenues when (or as) the Company satisfies a performance obligation.
The Company's implementation team has completed its project plan, which included evaluating customer contracts across the organization, developing policies, processes and tools to report financial results including expanding our disclosures in the financial statements, and implementing and updating the Company's internal controls over financial reporting that are necessary under the new standard. The Company has designed specific controls related to revenue recognition under the new guidance that were implemented beginning in January 2018. The next step is to identify any differences that would result from applying the new requirements and controls of the new standard to its perpetual and subscription sales contracts. The Company completed its analysis of its perpetual contracts under the new standard supports the recognition of its license fee revenue at the time the license is delivered, consistent with its current revenue policy. The Company is still in the process of implementing changes to its accounting system to allow the Company to track revenue and cost by customer versus maintaining all the required information in excel format. The implementation is expected to be completed in the third quarter of 2018.
The Company performed an analysis of the impact for revenue recognition under the new guidance. We completed the evaluation on the largest perpetual license sales in 2017 and other license sales in the prior years with potential additional performance obligations. After review of the contracts, it was determined that there would be no impact on revenue recognized or any new performance obligations identified for these customers as it relates to the new guidance.
Based on the evaluation of our current contracts and revenue streams, revenue recognition is mostly consistent under both the previous and new standard as noted above, with the exception of subscription costs which are described below. Upon adoption, the Company will continue to recognize subscription revenue once a customer goes-live ratably over the remaining contract period or customer life whichever is longer. The contract period is typically 1 to 3 years. The average expected life of a customer is 2 years. The average customer takes about 8 to 10 months to go live. The Company expects the average life of a customer to increase as more customers begin to renew their subscription contracts.
The primary change in how we report revenues and expenses under the new guidance will be in the way we report expenses related to our subscription business. In the past, we deferred all hosting revenue until the customer went live. This practice will continue. The purpose of this practice is to only recognize subscription revenue over the period in which the customer receives the benefit of using the system (performance obligation is satisfied). The major change resulting from the adoption of the new guidance will relate to costs incurred in getting a hosted customer live. Through the end of 2017, the Company charged all implementation costs to expense in the period incurred. Starting January 1, 2018, we will defer all implementation related costs on the balance sheet (primarily labor costs and hosting costs) until the customer goes live. Once live, we will report the deferred implementation costs related to that customer ratably over the remaining expected life of the customer contract or two years, whichever is longer. At this point, based on the Company's relatively short time-span as a provider of a hosted solution, our analysis shows that the average lifespan of an Astea hosted customer is 2 years. Therefore, we will amortize the deferred cost over 2 years or the remaining life of the contract, whichever is longer. This is consistent with the revenue recognition methodology used for the subscription service revenue for that customer.
The Company satisfies performance obligations as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.
Software license fee revenues are recognized when the software licenses have been delivered.
The Company recognizes revenues from maintenance ratably over the term of the underlying maintenance contract term. The term of the maintenance contract is usually one year. Renewals of maintenance contracts create new performance obligations that are satisfied over the contract term. Revenues are recognized ratably over the contract term.
Revenues from professional services consists mostly of time and material services. The performance obligations are satisfied, and revenues are recognized, when the services are provided or when the service term has expired.
In contracts with multiple performance obligations, the Company accounts for individual performance obligations separately, if they are distinct. The Company allocates the transaction price to each performance obligation based on its relative standalone selling price out of total consideration of the contract. For maintenance and support, the Company determines the standalone selling price based on the price at which the Company separately sells a renewal contract. The Company determines the standalone selling price for sales of licenses using the residual approach. For professional services, the Company determines the standalone selling prices based on the price at which the Company separately sells those services. The Company does not grant a right of return to its customers.
Although the new guidance prefers that revenue in a contract with multiple performance obligations use the adjusted market approach which includes standalone selling price (SSP) or third part evidence (TPE) or expected cost plus margin approach as the methodology for allocating revenues to software, the Company is using the Residual Method for allocating the revenues from a contract to the license component of the sale. A Company should not presume that contractually stated prices or a list price for perpetual licenses represents the SSP for that performance obligation. Due to competition, highly variable pricing, customer demographics, varying size of our customers, and other such factors, the Company's selling prices are considered uncertain for each perpetual license sale. Therefore, SSP is not an appropriate methodology as it relates to our license revenue. In terms of TPE as a basis to price our software, our product is unique and expansive in terms of the system's inherent functionality. There are no directly comparable products in the marketplace today, which we could use as the basis to set our standard license pricing based on a comparison with other vendors. In addition, most of the Company's we compete with in our market are privately owned, which prevents us from obtaining reliable TPE. Accordingly, the new guidance permits the Company to use the Residual Method for allocating selling price if the first two preferable choices cannot be used. The residual between the total transaction price and the observable standalone selling prices of those performance obligations with observable standalone selling prices is considered to be the estimated standalone selling price of the goods or services underlying the performance obligation.
Astea commonly sells our software products bundled with other products (maintenance) and professional services. As noted above, the new standard requires an entity to allocate the transaction price to the distinct performance obligations in a contract on a relative SSP basis. Under the new guidance, "…an entity shall determine the standalone selling price at contract inception of the distinct good or service underlying each performance obligation in the contract and allocate the transaction price in proportion to those standalone selling prices." SSP is defined as the price at which an entity would sell a promised good or service separately to a customer. For example, the Company has a history of selling maintenance renewals and professional services on a standalone basis. Therefore, Astea will utilize SSP for its performance obligations as it relates to service and maintenance revenue. In addition, due to the Company having different maintenance and service rates in other parts of the world in which it operates, the Company has developed a reasonable range for its SSP for maintenance and services rather than a single point.
The incremental costs of obtaining a customer contract (i.e., those costs related to obtaining the customer contract that would not have been incurred if the customer contract was not obtained), such as a sales commission, should be capitalized if the Company expects to recover those costs (based on net future cash flows from the contract and expected contract renewals). The Company may expense the incremental costs of obtaining a contract if the amortization period would otherwise be one year or less. Since sales commissions are costs that are incremental and the amortization of sales commissions would be one year or less, the Company will continue to expense these items as incurred. Costs of obtaining a customer contract that are not incremental (i.e., costs related to obtaining the customer contract that would have been incurred regardless of whether the customer contract had been obtained), such as travel costs incurred to present the customer proposal, should only be capitalized if those costs are explicitly chargeable to the customer regardless of whether the entity enters into a contract with the customer. Otherwise, such costs are expensed as incurred. The Company will continue to expense these costs as they are incurred.
We present taxes assessed by a governmental authority including sales, use, value added and excise taxes on a net basis and therefore the presentation of these taxes is excluded from our revenues and is included in accrued expenses in the accompanying consolidated balance sheets until such amounts are remitted to the taxing authority.
The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the new revenue standard requirements were as follows:
|
|
As of December 31,
|
|
|
|
|
|
As of January 1,
|
|
|
|
2017
|
|
|
Adjustments
|
|
|
2018
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Deferred hosting costs
|
$
|
-
|
|
$
|
630,000
|
|
$
|
630,000
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' deficit
|
|
|
|
|
|
|
|
|
|
Accumulated deficit
|
$
|
(35,338,000
|
)
|
$
|
630,000
|
|
$
|
(34,708,000
|
)
|
In accordance with the new revenue standard requirements, the impact of adoption on our condensed consolidated balance sheet and statement of operations for the three months ended March 31, 2018 was as follows:
|
As of March 31, 2018
|
|
|
As Reported
|
|
|
Balance without
Adoption
|
|
|
Effect of Change
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Deferred hosting costs
|
$
|
982,000
|
|
$
|
-
|
|
$
|
982,000
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Accumulated deficit
|
$
|
(34,702,000
|
)
|
$
|
(35,684,000
|
)
|
$
|
982,000
|
|
|
For the three months ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
As Reported
|
|
|
Balance without
adoption
|
|
|
Effect of Change
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Revenue:
|
|
|
|
|
|
|
|
|
|
Cost of Subscriptions
|
$
|
234,000
|
|
$
|
259,000
|
|
$
|
25,000
|
|
Cost of services and maintenance
|
|
3,523,000
|
|
|
3,854,000
|
|
|
331,000
|
|
Total Cost of Revenue
|
$
|
4,486,000
|
|
$
|
4,842,000
|
|
$
|
356,000
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
$
|
2,210,000
|
|
$
|
1,854,000
|
|
$
|
356,000
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
$
|
6,000
|
|
$
|
(350,000
|
)
|
$
|
356,000
|
|
Preferred dividend
|
|
125,000
|
|
|
125,000
|
|
|
125,000
|
|
Net loss allocable to common
stockholders
|
$
|
(119,000
|
)
|
$
|
(475,000
|
)
|
$
|
356,000
|
|
Basic and diluted
|
$
|
(.03
|
)
|
$
|
(0.13
|
)
|
$
|
0.10
|
|
The Company's net cash provided by operating activities for the three months ended March 31, 2018 did not change due to the adoption of the new revenue guidance requirement. The following table summarizes the effects of adopting the new standard requirements on the financial statement line items of the Company's condensed consolidated statement of cash flows for the three months ended March 31, 2018:
|
As of March 31, 2018
|
|
|
As Reported
|
|
|
Balance without Adoption
|
|
|
Effect of Change
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
Net income
|
$
|
6,000
|
|
$
|
(356,000
|
)
|
$
|
350,000
|
|
Amortization of hosting costs
|
|
13,000
|
|
|
-
|
|
|
13,000
|
|
Deferred hosting costs
|
|
363,000
|
|
|
-
|
|
|
363,000
|
|
Cash, cash equivalents and restricted cash
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheet that sum to the total of the same such amounts presented on the condensed consolidated statement of cash flows:
|
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
Cash and cash equivalents
|
$ 1,481,000
|
|
$ 1,924,000
|
Restricted cash
|
79,000
|
|
77,000
|
Total cash, cash equivalents, and restricted cash reported
on the consolidated statement of cash flows
|
$ 1,560,000
|
|
$ 2,001,000
|
Amounts included in restricted cash represent funds required to be set aside by a contractual agreement with the building leasing companies in Europe. The restrictions will lapse when the building leases expires.
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 Company's 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 has a
term loan with WAB for $400,000 through April 2018. As of March 31, 2018, the Company owed $100,000 against the term loan.
The Company has projected revenues that management believes will provide sufficient funds along with available borrowings under its line of credit to sustain its continuing operations through at least May 15, 2019.
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
which mainly include personnel-related costs, marketing costs, third party costs related to hosting and software, general and administrative costs associated with being a public company, travel costs, and quarterly preferred stock dividends. The Company expects to continue to incur operating expenses for research and development and investment in software development costs to achieve its projected revenue growth. We continually evaluate our operating cash flows which can vary subject to the actual timing of expected new sales compared to our expectations of those sales and are sensitive to many factors, including changes in working capital and our results of operations.
However, projections of future cash needs and cash flows are subject to risks and uncertainty.
Management's 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 Company's actual results fall short of expectations, the Company will make cost adjustments to improve the Company's operating cash flows.
In addition, we do not expect to increase capital expenditures. We plan to maintain the same level of investment in software development.
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.
2.
NEW ACCOUNTING PRONOUNCEMENTS
In February 2016, the FASB issued guidance for accounting for leases. The guidance requires lessees to recognize assets and liabilities related to long-term leases on the balance sheet and expands disclosure requirements regarding leasing arrangements. The guidance is effective for reporting periods beginning after December 15, 2018 and early adoption is permitted. The guidance must be adopted on a modified retrospective basis and provides for certain practical expedients. The Company expects to adopt this guidance in the first quarter of 2019 and we currently expect that the adoption of this guidance will likely change the way we account for our operating leases and will likely result in recording the future benefits of those leases as an asset and the related minimum lease payments as a liability on our consolidated balance sheets. The Company has not yet begun to quantify the specific impacts of this guidance.
In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income ("GILTI") provisions of the Tax Cuts and Jobs Act (the "Act"). The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The guidance indicates that either accounting for deferred taxes related to GILTI inclusions or to treat any taxes on GILTI inclusions as period cost are both acceptable methods subject to an accounting policy election. Effective the first quarter of 2018, the Company will have elected to treat any potential GILTI inclusions as a period cost as we are not projecting any material impact from GILTI inclusions and any deferred taxes related to any inclusion would be immaterial.
3.
CONCENTRATION OF CREDIT RISK
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 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.
4.
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 Company's 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 repaid 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.
5.
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 Company's evaluation, it 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 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 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 condensed 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. T
he 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 Company's 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.
6.
EQUITY
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 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.
Under the Company's 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 Company's stock option plans for the three 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 Company's 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
|
Convertible Preferred Stock
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 Company's 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 Company's 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 Company's 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 Company's 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.
The Company reports the Series B Preferred Stock on the Company's condensed consolidated balance sheet within stockholders' deficit.
7.
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 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.
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
|
)
|
8.
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 Company's software products and related professional services and customer support services. The Company's 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
|
)
|
|