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NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy)
12 Months Ended
Sep. 30, 2016
Nature of Business and Summary of Significant Accounting Policies [Abstract]  
Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation 

 

These consolidated financial statements include the accounts of Datawatch and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. 

Accounting Estimates

Accounting Estimates  

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments, which are evaluated on an on-going basis, that affect the amounts and disclosures reported in the Company’s consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The most significant estimates and judgments include those related to revenue recognition, the allowance for doubtful accounts, sales returns reserve, valuation of share-based compensation awards, useful lives of property and equipment, and the valuation of long term assets including goodwill, intellectual property and intangibles, capitalized software development costs and deferred tax assets. Actual results could differ from those estimates and judgments.



Revenue Recognition

Revenue Recognition  

 

Datawatch software products are generally sold in multiple element arrangements which may include software licenses, professional services and post-contract customer support. The Company licenses its software products directly to end-users and indirectly to end-users through value added resellers and distributors. Sales to indirect distribution channels accounted for 35%,  40% and 44% of total sales for the years ended September 30, 2016,  2015 and 2014, respectively. The Company’s software product offerings do not require customization and can be installed and used by customers on their own with little or no configuration required. Multi-user licenses marketed by the Company are sold as a right to use the number of licenses, and the license fee revenue is recognized upon delivery of the software.

 

Revenue typically consists of software licenses, post-contract support (“PCS”) and professional services. Revenue from the sale of all software products is generally recognized at the time of shipment, provided there are no uncertainties surrounding product acceptance, the fee is fixed or determinable, collectability is reasonably assured, persuasive evidence of the arrangement exists and there are no significant obligations remaining. PCS is typically provided under a maintenance agreement which provides technical support and rights to unspecified software maintenance updates and bug fixes on a when-and-if available basis. Revenue from PCS agreements is deferred and recognized ratably over the term of the agreements, typically one year. Professional services include advanced modeling, application design, implementation and configuration and process optimization with revenue recognized as the services are performed. These services are generally delivered on a time and materials basis, billed on a current basis as the work is performed, and generally do not involve modification or customization of the software or any unusual acceptance clauses or provisions.

  

For multiple element arrangements, total fees are allocated to each of the undelivered elements based upon vendor specific objective evidence (“VSOE”) of their fair values, with the residual amount recognized as revenue for the delivered elements. The residual method of revenue recognition is used for multi-element arrangements when the VSOE of the fair value does not exist for one of the delivered elements, generally the software license. Under the residual method, the arrangement fee is recognized as follows: (1) the total fair value of the undelivered elements, as supported by VSOE, is deferred and subsequently recognized as such items are delivered or completed and (2) the difference between the total arrangement fee and the amount allocated to the undelivered elements is recognized as revenue related to the delivered elements.  The Company has established VSOE of fair value of PCS from either contractually stated renewal rates or using the bell-shaped curve method. Additionally, VSOE of fair value of the professional services is based on the amounts charged for these elements when sold separately. VSOE calculations are routinely updated and reviewed.



The Company also licenses its enterprise software using a subscription model. At the time a customer enters into a binding agreement to purchase a subscription, the customer is invoiced annually in advance and an account receivable and deferred revenue are recorded. Beginning on the date the software is installed at the customer site and available for use by the customer, and provided that all other criteria for revenue recognition are met, the deferred revenue amount is recognized ratably over the period the service is provided. The subscription arrangement includes software, maintenance and unspecified future upgrades including major version upgrades on a when-and-if available basis. The subscription renewal rate is the same as the initial subscription rate. 



The Company’s software products are sold under warranty against certain defects in material and workmanship for a period of 30 days from the date of purchase. Revenue from the sale of software products to distributors and resellers is recognized at the time of shipment providing all other revenue recognition criteria are met and (i) the distributor or reseller is unconditionally obligated to pay for the products, including no contingency as to product resale, (ii) the distributor or reseller has independent economic substance apart from the Company, (iii) the Company is not obligated for future performance to bring about product resale, and (iv) the amount of future returns can be reasonably estimated. The Company’s experience and history with its distributors and resellers allows for reasonable estimates of future returns.

Allowance for Doubtful Accounts

Allowance for Doubtful Accounts 

 

The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. The Company analyzes accounts receivable and the composition of the accounts receivable aging, historical bad debts, customer creditworthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. Actual results could differ from the allowances recorded, and this difference could have a material effect on the Company’s financial position and results of operations. Receivables are written off against these allowances in the period they are determined to be uncollectible.



For the fiscal years ended September 30, 2016,  2015 and 2014, changes to and ending balances of the allowance for doubtful accounts were as follows: 







 

 

 

 

 

 

 

 

 



 

September 30,



 

2016

 

2015

 

2014



 

(In thousands)



 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts balance - beginning of year

 

$

106 

 

$

53 

 

$

43 

Additions to the allowance for doubtful accounts

 

 

51 

 

 

111 

 

 

18 

Deductions against the allowance for doubtful accounts

 

 

(129)

 

 

(58)

 

 

(8)

Allowance for doubtful accounts balance - end of year

 

$

28 

 

$

106 

 

$

53 



Sales Returns Reserve

Sales Returns Reserve 

 

The Company maintains reserves for potential future product returns from distributors. The Company estimates future product returns based on its experience and history with the Company’s various distributors and resellers as well as by monitoring inventory levels at such companies as described above. Adjustments are recorded as increases or decreases in revenue in the period of adjustment. Actual returns have historically been within the range estimated by management. Actual results could differ from the reserve for sales returns recorded, and this difference could have a material effect on the Company’s financial position and results of operations.  The Company’s agreement with its sole distributor, Lifeboat, expired during the year ended September 30, 2015, and as a result, the Company determined that a reserve for future returns was no longer necessary.



For the fiscal years ended September 30, 2015 and 2014, changes to and ending balances of the sales returns reserve were as follows: 



 

 

 

 

 

 



 

 

 

 

 

 



 

2015

 

2014



 

 

 

 

 

 



 

 

 

 

 

 

Sales returns reserve balance - beginning of year

 

$

10 

 

$

20 

Additions to the sales returns reserve

 

 

 -

 

 

24 

Deductions against the sales returns reserve

 

 

(10)

 

 

(34)

Sales returns reserve balance - end of year

 

$

 -

 

$

10 

 

Software Development Costs

Software Development Costs

 

The Company capitalizes certain software development costs as well as purchased software upon achieving technological feasibility of the related products. Costs that are incurred internally in researching and developing a computer software product are charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, software development costs are capitalized until the product is available for general release to customers. Such capitalized costs are amortized to cost of software licenses straight-line over the estimated life of the product, generally nine to 18 months. The Company evaluates the realizability of the assets and the related periods of amortization on a regular basis. Judgment is required in determining when technological feasibility of a product is established as well as its economic life. During fiscal years 2016 and 2015, there were no significant costs incurred during the period after technological feasibility was established and the time in which the product became available for general release.  During fiscal year 2014, the Company capitalized $0.3 million of software development costs.



For the fiscal year ended September 30, 2014, amounts related to capitalized and purchased software development costs were as follows: 







 

 

 



 

September 30,



 

2014



 

 

 

Capitalized and purchased software balance - beginning of year

 

$

350 

Capitalized software development costs

 

 

250 

Amortization of capitalized software development costs

 

 

(600)

Capitalized and purchased software balance - end of year

 

$

 -



Cash and Cash Equivalents

Cash and Cash Equivalents 

 

Cash and cash equivalents include cash on hand, cash deposited with banks and highly liquid securities consisting of money market investments with original maturities of 90 days or less.

Concentration of Credit Risks and Major Customers

Concentration of Credit Risks and Major Customers 

 

Financial instruments, which potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable. The Company’s cash is maintained with what management believes to be a high-credit quality financial institution.  At times, deposits held at this bank may exceed the federally insured limits.  Management believes that the financial institutions that hold the Company’s deposits are financially sound and have minimal credit risk. Risks associated with cash and cash equivalents are mitigated by the Company’s investment policy, which limits the Company’s investing of excess cash into only money market mutual funds. 

 

The Company licenses its products and services directly to end-users and indirectly to end-users through U.S. and non-U.S. distributors and other software resellers, under customary credit terms. The Company’s agreement with Lifeboat expired in early 2015 and, to manage the transition, the Company has refocused part of its Inside Sales Team to manage and pursue the book of business previously handled by Lifeboat.  No customer constituted a significant portion (more than 10%) of revenues or accounts receivable for the years ended September 30, 2016 and 2015.  Other than Lifeboat, no other customer constitutes a significant portion of revenues or accounts receivable for the year ended September 30, 2014.  Lifeboat, accounted for 15% of total revenue for the year ended September 30, 2014.  The Company performs ongoing credit evaluations of its customers and generally does not require collateral.

Deferred Revenue

Deferred Revenue 

 

Deferred revenue consisted of the following at September 30: 





 

 

 

 

 

 

 



 

September 30,



 

2016

 

 

2015



 

(In thousands)



 

 

 

 

 

 

 

Maintenance

 

$

7,781 

 

 

$

7,594 

License

 

 

2,001 

 

 

 

981 

Other

 

 

85 

 

 

 

69 

Total

 

 

9,867 

 

 

 

8,644 



 

 

 

 

 

 

 

Less: Long-term portion of deferred revenue

 

 

(237)

 

 

 

(192)



 

 

 

 

 

 

 

Current portion of deferred revenue

 

$

9,630 

 

 

$

8,452 



Deferred maintenance revenue consists primarily of the unearned portion of customer support services provided by the Company to customers who purchased maintenance agreements for the Company’s products. Maintenance revenues are recognized on a straight-line basis over the term of the maintenance period, generally 12 months.  Deferred license revenue consists primarily of the unearned portion of revenue from subscription sales and are recognized on a straight-line basis over the term of the subscription period, generally 12 months.

 

Other deferred revenue consists of deferred professional services revenue generated from arrangements that are invoiced in accordance with the terms and conditions of the arrangement but do not meet all the criteria for revenue recognition and are, therefore, deferred until all revenue recognition criteria are met. 

Property and Equipment

Property and Equipment 

 

Property and equipment consists of office equipment, furniture and fixtures, software and leasehold improvements, all of which are recorded at cost. Depreciation and amortization are provided using the straight-line method over the lesser of the estimated useful lives of the related assets or term of the related leases. Useful lives and lease terms range from three to seven years. Depreciation and amortization expense related to property and equipment was $0.4. million, $0.3 million and $0.2 million, respectively, for the years ended September 30, 2016,  2015 and 2014

Long-Lived Assets

Long-Lived Assets  

 

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable and an impairment loss is recognized when it is probable that the estimated cash flows are less than the carrying amount of the asset.



During fiscal 2015, as a result of an interim impairment test of goodwill and long-lived assets (see Note 2), the Company recorded an impairment charge of $4.9 million for the intellectual property acquired from Panopticon (now known as Datawatch AB) and $5.4 million for the customer lists acquired from Panopticon.

Long-Lived Assets: Acquired Intellectual Property

Long-Lived Assets: Acquired Intellectual Property

 

Acquired intellectual property consists of software source code acquired through business combinations in prior years.  The acquired intellectual property assets are being amortized to cost of software licenses using the straight-line method over the estimated life of the asset, ranging from five to seven and a half years.



Acquired intellectual property, net, were comprised of the following at September 30, 2016 and 2015







 

 

 

 

 

 

 

 

 

 

 

September 30, 2016

Identified

 

Weighted

 

 

Gross

 

 

 

 

Intangible

 

Average

 

 

Carrying

 

Accumulated

 

Net Carrying

Asset

 

Useful Life

 

 

Amount

 

Amortization

 

Amount



 

(In years)

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

Panopticon intellectual property

 

7.5

 

$

3,005 

 

$

(1,859)

 

$

1,146 

Monarch intellectual property

 

5

 

 

8,616 

 

 

(7,764)

 

 

852 



 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

$

11,621 

 

$

(9,623)

 

$

1,998 



 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

September 30, 2015

Identified

 

Weighted

 

 

Gross

 

 

 

 

Intangible

 

Average

 

 

Carrying

 

Accumulated

 

Net Carrying

Asset

 

Useful Life

 

 

Amount

 

Amortization

 

Amount



 

(In years)

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

Panopticon intellectual property

 

7.5

 

$

3,005 

 

$

(1,599)

 

$

1,406 

Monarch intellectual property

 

5

 

 

8,616 

 

 

(6,041)

 

 

2,575 



 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

$

11,621 

 

$

(7,640)

 

$

3,981 



Amortization expense related to the acquired intellectual property assets for the years ended September 30, 2016,  2015 and 2014, was $2.0 million,  $2.2 million and $2.8 million, respectively.

 

The future amortization expense related to the acquired intellectual property is as follows (in thousands):



 

 

 



 

 

 

Fiscal Years Ending September 30,

 

 

 



 

 

 

2017

 

$

1,112 

2018

 

 

260 

2019

 

 

259 

2020

 

 

259 

2021

 

 

108 

Total future amortization expense 

 

$

1,998 



Long-Lived Assets: Other Intangible Assets

Long-Lived Assets: Other Intangible Assets  

 

Other intangible assets consist of trade names, patents and customer lists acquired through business combinations in prior years. The values allocated to these intangible assets are amortized using the straight-line method over the estimated useful life of the related asset.

  

Other intangible assets, net, were comprised of the following at September 30, 2016 and 2015

 







 

 

 

 

 

 

 

 

 

 

 

September 30, 2016

Identified

 

Weighted

 

 

Gross

 

 

 

 

Intangible

 

Average

 

 

Carrying

 

Accumulated

 

Net Carrying

Asset

 

Useful Life

 

 

Amount

 

Amortization

 

Amount



 

(In years)

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

Patents

 

20

 

$

160 

 

$

(96)

 

$

64 

Customer lists

 

14

 

 

3,574 

 

 

(2,577)

 

 

997 

Trade names

 

3

 

 

120 

 

 

(120)

 

 

 -



 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

$

3,854 

 

$

(2,793)

 

$

1,061 



 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

September 30, 2015

Identified

 

Weighted

 

 

Gross

 

 

 

 

Intangible

 

Average

 

 

Carrying

 

Accumulated

 

Net Carrying

Asset

 

Useful Life

 

 

Amount

 

Amortization

 

Amount



 

(In years)

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

Patents

 

20

 

$

160 

 

$

(88)

 

$

72 

Customer lists

 

14

 

 

3,574 

 

 

(2,396)

 

 

1,178 

Trade names

 

3

 

 

120 

 

 

(100)

 

 

20 



 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

$

3,854 

 

$

(2,584)

 

$

1,270 



There was no amortization related to other intangible assets charged to cost of software licenses expense for fiscal 2016 and 2015.  Amortization expense related to other intangible assets charged to cost of software licenses totaled $0.6 million for fiscal 2014.  Amortization expense related to other intangible assets charged to sales and marketing totaled $0.2 million, $0.3 million and $0.6 million for fiscal 2016,  2015 and 2014, respectively.  Amortization expense related to other intangible assets charged to general and administrative expense totaled $20,000 for fiscal 2016 and $48,000 for each of the fiscal years 2015 and 2014.  There was no amortization related to other intangible assets charged to interest expense for fiscal 2016 and 2015.  Amortization expense related to other intangible asset charged to interest expense totaled $0.1 million for fiscal 2014. 



The future amortization expense related to amortizing other intangible assets is as follows (in thousands): 



 

 

 



 

 

 

Fiscal Years Ending September 30,

 

 

 



 

 

 

2017

 

$

92 

2018

 

 

92 

2019

 

 

92 

2020

 

 

92 

2021

 

 

92 

Thereafter 

 

 

601 

Total future amortization expense 

 

$

1,061 



Goodwill and Indefinite-Lived Assets

Goodwill and Indefinite-Lived Assets

 

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets of acquired businesses. Indefinite-lived intangibles are intangible assets whose useful lives are indefinite in that their lives extend beyond the foreseeable horizon – that is there is no foreseeable limit on the period of time over which they are expected to contribute to the cash flows of the reporting entity. The Company accounts for these items in accordance with FASB’s ASC 350 Intangibles – Goodwill and Other. This requires that goodwill and intangible assets having indefinite lives are not amortized but instead are reviewed annually, or more frequently as a result of an event or change in circumstances, for possible impairment with impaired assets written down to fair value. Goodwill and assembled workforce are considered indefinite-lived intangibles.  The Company conducts its annual impairment test for goodwill and indefinite-lived intangible assets during the fourth quarter of each fiscal year.  In 2016, the Company conducted its annual goodwill impairment test on July 31, 2016, and concluded that no impairment was indicated.  During fiscal year 2015, the Company identified several events, that when combined, were determined to require an interim impairment test.  As a result, the Company recognized a non-cash, pre-tax impairment charge of $21.7 million for the impairment of goodwill in fiscal year 2015(see Note 2)



Fair Value Measurements

Fair Value Measurements

 

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable and accounts payable. The estimated fair values have been determined through information obtained from market sources and management estimates.  The estimated fair value of certain financial instruments including cash equivalents, accounts receivable and account payable, approximate the carrying value due to their short-term maturity.

 

The fair value of the Company’s financial assets and liabilities are measured using inputs from the three levels of fair value hierarchy which are as follows:

 

  Level 1 — Quoted prices in active markets for identical assets or liabilities; 

 

  Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

 

  Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 

 

The Company classified its cash equivalents, which primarily include money market mutual funds, of $18.8 million and $25.7 million as of September 30, 2016 and 2015, respectively, within Level 2 of the fair value hierarchy.

 

As of September 30, 2016 and 2015, the Company’s assets that are measured on a recurring basis include the following (in thousands):





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

September 30, 2016

 

 

September 30, 2015



 

 

Fair Value Measurement

 

 

Fair Value Measurement



 

 

Using Input Types

 

 

Using Input Types



 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Level 1

 

 

Level 2

 

 

Level 3

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds 

 

 

$

 -

 

 

$

18,771 

 

 

$

 -

 

 

$

 -

 

 

$

25,724 

 

 

$

 -

Total

 

 

$

 -

 

 

$

18,771 

 

 

$

 -

 

 

$

 -

 

 

$

25,724 

 

 

$

 -

 

 Non-financial assets such as goodwill and long-lived assets are also subject to non-recurring fair value measurements if they are deemed to be impaired.  The impairment models used for nonfinancial assets depend on the type of asset and are accounted for in accordance with FASB’s guidance on fair value measurement.  The fair value measurements for these non-financial assets were calculated using a discounted cash flow approach, which includes unobservable inputs classified as Level 3 within the fair value hierarchy.  See Note 2 for additional discussion regarding the fair value methods used for these assets.  The amount and timing of future cash flows was based on the Company’s most recent operational forecasts.  The Company uses the assistance of an independent consulting firm to develop valuation assumptions. See Note 2 for additional discussion regarding the impairment of goodwill and long-lived assets.



As of September 30, 2016 and 2015, the Company’s assets that are measured on a non-recurring basis include the following (in thousands):







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

September 30, 2016

 

September 30, 2015



 

Fair Value Measurement

 

Fair Value Measurement



 

Using Input Types

 

Using Input Types



 

Level 1

 

 

Level 2

 

 

Level 3

 

Level 1

 

 

Level 2

 

 

Level 3

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired intellectual property, net 

 

$

 -

 

 

$

 -

 

 

$

1,998 

 

$

 -

 

 

$

 -

 

 

$

3,981 

Other intangible assets, net 

 

 

 -

 

 

 

 -

 

 

 

1,061 

 

 

 -

 

 

 

 -

 

 

 

1,270 

Goodwill and indefinite-lived assets

 

 

 -

 

 

 

 -

 

 

 

6,685 

 

 

 -

 

 

 

 -

 

 

 

6,685 

Total

 

$

 -

 

 

$

 -

 

 

$

9,744 

 

$

 -

 

 

$

 -

 

 

$

11,936 



Income Taxes

Income Taxes 

 

The provision for income taxes is based on the earnings or losses reported in the consolidated financial statements. The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company provides a valuation allowance against deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized.

 

The Company follows the accounting guidance for uncertain tax positions. This guidance clarifies the accounting for income taxes by prescribing the minimum threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.  

Net Loss Per Share

Net Loss Per Share 

 

Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. 

 

The following table details the derivation of weighted-average shares outstanding used in the calculation of basic and diluted net loss for each period (in thousands, except share data): 



 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

Years Ended



 

September 30,



 

2016

 

2015

 

2014



 

 

 

 

 

 

Net loss

 

$

(14,632)

 

$

(49,787)

 

$

(22,383)

Weighted-average number of common shares outstanding

 

 

11,758 

 

 

11,368 

 

 

9,998 



 

 

 

 

 

 

 

 

 

Net loss per share

 

$

(1.24)

 

$

(4.38)

 

$

(2.24)





As the Company was in a net loss position in fiscal years 2016,  2015 and 2014, all common stock equivalents in the respective periods were anti-dilutive. As a result of being anti-dilutive, 384,312 shares, 259,424 shares and 11,059 shares for the years ended September 30, 2016,  2015 and 2014, respectively, were excluded in the calculation above.

Foreign Currency Translations and Transactions

Foreign Currency Translations and Transactions

 

The Company’s foreign subsidiaries functional currency is their local currency. As a result, assets and liabilities of foreign subsidiaries are translated into U.S. dollars at rates in effect at each balance sheet date. Revenues, expenses and cash flows are translated into U.S. dollars at average rates prevailing during the respective period. The related translation adjustments are reported as a separate component of shareholders’ equity under the heading “Accumulated Other Comprehensive Loss.” Included in comprehensive loss are the foreign currency translation adjustments.  Foreign currency translation gains in fiscal year 2016 were $0.1 million   Foreign currency translation losses in fiscal years 2015 and 2014 were $0.4 million and $0.3 million, respectively. 

 

Gains and losses resulting from transactions that are denominated in currencies other than the applicable unit’s functional currency are included in the operating results of the Company and were losses of $0.1 million for the years ended September 30, 2016,  2015, and 2014.

Advertising and Promotional Materials

Advertising and Promotional Materials 

 

Advertising and promotional costs are expensed as incurred and amounted to $0.6 million, $0.1 million and $0.8 million in fiscal years 2016,  2015 and 2014, respectively.

Share-Based Compensation

Share-Based Compensation 

 

The Company recognizes the fair value of share-based awards over the requisite service period of the individual awards, which generally equals the vesting period. All of the Company’s share-based awards are accounted for as equity instruments and there have been no liability awards granted. See additional share-based compensation disclosure in Note 7.

Segment Information and Revenue by Geographic Location

Segment Information and Revenue by Geographic Location

 

The Company has determined that it has only one reportable segment. The Company’s chief operating decision maker, its Chief Executive Officer, does not manage any part of the Company separately, and the allocation of resources and assessment of performance is based solely on the Company’s consolidated operations and operating results. See Note 10 for information about the Company’s revenue by geographic operations. 

Guarantees and Indemnifications

Guarantees and Indemnifications 

 

The Company’s software products are sold under warranty against certain defects in material and workmanship for a period of 30 days from the date of purchase. The Company has never incurred significant expense under its product or service warranties and does not expect to do so in the future. As a result, the Company believes its exposure related to these warranty agreements is minimal. Accordingly, there are no liabilities recorded for warranty claims as of September 30, 2016 or 2015.

 

The Company enters into indemnification agreements in the ordinary course of business. Pursuant to these agreements, the Company agrees to indemnify, hold harmless, and to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally its customers, in connection with any patent, copyright or other intellectual property infringement claim by any third party with respect to the Company’s products. The term of these indemnification agreements is generally perpetual. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes its exposure related to these agreements is minimal. Accordingly, the Company has no liabilities recorded for these potential obligations as of September 30, 2016 or 2015

 

Certain of the Company’s agreements also provide for the performance of services at customer sites. These agreements may contain indemnification clauses, whereby the Company will indemnify the customer from any and all damages, losses, judgments, costs and expenses for acts of its employees or subcontractors resulting in bodily injury or property damage. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has general and umbrella insurance policies that would enable it to recover a portion of any amounts paid. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes its exposure related to these agreements is minimal. Accordingly, the Company has no liabilities recorded for these potential obligations as of September 30, 2016 or 2015

 

As permitted under Delaware law, the Company has agreements with its directors whereby the Company will indemnify them for certain events or occurrences while the director is, or was, serving at the Company’s request in such capacity. The term of the director indemnification period is for the later of ten years after the date that the director ceases to serve in such capacity or the final termination of proceedings against the director as outlined in the indemnification agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company’s director and officer insurance policy limits the Company’s exposure and would enable it to recover a portion of any future amounts paid. As a result of its insurance policy coverage for directors, the Company believes its exposure related to these indemnification agreements is minimal. The Company has no liabilities recorded for these potential obligations as of September 30, 2016 or 2015

Research and Development Costs

Research and Development Costs 

 

Research and development costs are expensed as incurred to the extent the costs do not meet the capitalization requirements.

Recent Accounting Pronouncements

Recent Accounting Pronouncements



In June 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires entities to estimate all expected credit losses for certain types of financial instruments, including trade receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The updated guidance also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within that reporting period. Early adoption is permitted. The Company is in the process of evaluating the potential impacts of this new guidance on the Company’s consolidated financial statements and related disclosures.



In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which is intended to simplify various aspects of how share-based payments are accounted for and presented in financial statements. The standard is effective prospectively for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the effect this standard will have on the Company’s consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize, on the balance sheet, leases with a lease terms of greater than twelve months as a right-of-use asset and a lease liability. The standard is effective for fiscal years beginning after December 15, 2018.  The Company is currently evaluating the effect that the standard will have on the Company’s consolidated financial statements and related disclosures.

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position to simplify the presentation of deferred income taxes. The standard is effective prospectively for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. As of October 1, 2015, the Company elected to adopt early the pronouncement on a prospective basis. Adoption of this amendment did not have an effect on the Company's financial position or results of operations, and prior periods were not retrospectively adjusted.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The ASU is the result of a joint project by the FASB and the International Accounting Standards Board (“IASB”) to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards (“IFRS”) that would: remove inconsistencies and weaknesses, provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices across entities, jurisdictions, industries, and capital markets, improve disclosure requirements and resulting financial statements, and simplify the presentation of financial statements. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU was initially effective for annual reporting periods beginning after December 15, 2016.  On July 9, 2015, the FASB voted to delay the effective date of the new revenue standard by one year, but to permit entities to choose to adopt the standard as of the original effective date. The Company is currently evaluating the effect that the updated standard will have on the Company’s consolidated financial statements and related disclosures.

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements.