Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 25, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | CALLIDUS SOFTWARE INC | |
Entity Central Index Key | 1,035,748 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 57,157,616 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 74,331 | $ 77,232 |
Short-term investments | 19,678 | 19,977 |
Accounts receivable, net of allowances of $1,320 and $1,310 at June 30, 2016 and December 31, 2015, respectively | 45,983 | 43,461 |
Prepaid and other current assets | 12,169 | 11,385 |
Total current assets | 152,161 | 152,055 |
Property and equipment, net | 25,880 | 20,540 |
Goodwill | 57,226 | 50,146 |
Intangible assets, net | 19,368 | 14,885 |
Deposits and other noncurrent assets | 3,731 | 4,016 |
Total assets | 258,366 | 241,642 |
Current liabilities: | ||
Accounts payable | 5,137 | 3,636 |
Accrued payroll and related expenses | 10,514 | 12,510 |
Accrued expenses | 14,566 | 11,017 |
Deferred revenue | 85,284 | 74,644 |
Total current liabilities | 115,501 | 101,807 |
Deferred revenue, noncurrent | 3,658 | 5,186 |
Deferred income taxes, noncurrent | 1,424 | 1,477 |
Other noncurrent liabilities | 6,475 | 4,371 |
Total liabilities | 127,058 | 112,841 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 5,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock, $0.001 par value; 100,000 shares authorized; 59,423 and 58,612 shares issued and 57,084 and 56,273 shares outstanding at June 30, 2016 and December 31, 2015, respectively | 57 | 56 |
Additional paid-in capital | 442,980 | 428,776 |
Treasury stock; 2,339 shares at June 30, 2016 and December 31, 2015 | (14,430) | (14,430) |
Accumulated other comprehensive loss | (3,211) | (1,735) |
Accumulated deficit | (294,088) | (283,866) |
Total stockholders’ equity | 131,308 | 128,801 |
Total liabilities and stockholders’ equity | $ 258,366 | $ 241,642 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances (in dollars) | $ 1,320 | $ 1,310 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 59,423,000 | 58,612,000 |
Common stock, shares outstanding | 57,084,000 | 56,273,000 |
Treasury stock, shares | 2,339,000 | 2,339,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue: | ||||
Recurring | $ 39,290 | $ 30,713 | $ 76,896 | $ 59,606 |
Services and license | 10,461 | 10,901 | 21,233 | 21,753 |
Total revenue | 49,751 | 41,614 | 98,129 | 81,359 |
Cost of revenue: | ||||
Recurring | 10,137 | 7,841 | 20,099 | 16,199 |
Services and license | 8,332 | 8,062 | 16,593 | 15,723 |
Total cost of revenue | 18,469 | 15,903 | 36,692 | 31,922 |
Gross profit | 31,282 | 25,711 | 61,437 | 49,437 |
Operating expenses: | ||||
Sales and marketing | 19,682 | 14,796 | 38,585 | 28,522 |
Research and development | 7,248 | 6,002 | 14,490 | 12,040 |
General and administrative | 9,296 | 9,112 | 17,551 | 16,530 |
Restructuring and other | 86 | 118 | 402 | 234 |
Total operating expenses | 36,312 | 30,028 | 71,028 | 57,326 |
Operating loss | (5,030) | (4,317) | (9,591) | (7,889) |
Interest income and other expense, net | (277) | (186) | (52) | (376) |
Interest expense | (39) | (56) | (82) | (123) |
Loss before provision for income taxes | (5,346) | (4,559) | (9,725) | (8,388) |
Provision for income taxes | 341 | 165 | 497 | 379 |
Net loss | $ (5,687) | $ (4,724) | $ (10,222) | $ (8,767) |
Net loss per share | ||||
Basic and Diluted (in dollars per share) | $ (0.10) | $ (0.08) | $ (0.18) | $ (0.16) |
Basic and Diluted (in shares) | 57,098 | 55,595 | 56,894 | 53,166 |
Comprehensive loss: | ||||
Net loss | $ (5,687) | $ (4,724) | $ (10,222) | $ (8,767) |
Unrealized gain on available-for-sale securities | 11 | (2) | 59 | 4 |
Foreign currency translation adjustments | (1,140) | 820 | (1,535) | 121 |
Comprehensive loss | $ (6,816) | $ (3,906) | $ (11,698) | $ (8,642) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (10,222) | $ (8,767) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation expense | 3,582 | 2,939 |
Amortization of intangible assets | 2,835 | 2,547 |
Provision for doubtful accounts | 891 | 676 |
Stock-based compensation | 14,065 | 9,909 |
Excess tax benefit from stock-based compensation | (11) | 0 |
Deferred income taxes | 51 | (235) |
Loss on disposal of property and equipment | 4 | 6 |
Net amortization on investments | 91 | 20 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,268) | (1,437) |
Prepaid and other current assets | (846) | 941 |
Other noncurrent assets | 251 | 549 |
Accounts payable | 462 | 915 |
Accrued expenses | 1,412 | 729 |
Accrued payroll and related expenses | (1,996) | (946) |
Accrued restructuring and other expenses | (285) | (32) |
Deferred revenue | 5,959 | 2,837 |
Net cash provided by operating activities | 12,975 | 10,651 |
Cash flows from investing activities: | ||
Purchases of investments | (8,483) | (17,591) |
Proceeds from maturities and sale of investments | 8,751 | 351 |
Purchases of property and equipment | (3,924) | (8,285) |
Purchases of intangible assets | (444) | (270) |
Acquisitions, net of cash acquired | 11,500 | 0 |
Net cash used in investing activities | (15,600) | (25,795) |
Cash flows from financing activities: | ||
Proceeds from follow-on offering, net of issuance costs | 0 | 64,372 |
Proceeds from issuance of common stock | 1,951 | 2,229 |
Restricted stock units acquired to settle employee withholding liability | (1,821) | (2,356) |
Excess tax benefit from stock-based compensation | 11 | 33 |
Repayments of Lines of Credit | 0 | (10,481) |
Payment of consideration related to acquisitions | (104) | (226) |
Payment of principal under capital leases | 0 | (333) |
Net cash provided by financing activities | 37 | 53,238 |
Effect of exchange rates on cash and cash equivalents | (313) | (22) |
Net (decrease) increase in cash and cash equivalents | (2,901) | 38,072 |
Cash and cash equivalents at beginning of period | 77,232 | 34,200 |
Cash and cash equivalents at end of period | 74,331 | 72,272 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest on capital leases | 0 | 13 |
Interest Paid | 18 | 122 |
Income Taxes Paid | 475 | 0 |
Non-cash investing and financing activities: | ||
Purchases of property and equipment through accounts payable and other current and non current accrued liabilities | $ 4,856 | $ 4,607 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Summary of Accounting Policies All amounts included herein related to these condensed consolidated financial statements as of June 30, 2016 and for the three and six months ended June 30, 2016 and 2015 are unaudited and should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2015 for Callidus Software Inc., doing business as CallidusCloud ("Company"). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to the Securities and Exchange Commission ("SEC") rules and regulations regarding interim financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all necessary adjustments for the fair presentation of the Company’s financial position, results of operations and cash flows. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the full fiscal year ending December 31, 2016 . The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, which include wholly-owned subsidiaries in Australia, Canada, Germany, Hong Kong, India, Japan, Malaysia, Mexico, Netherlands, New Zealand, Serbia, Singapore and the United Kingdom. All intercompany transactions and balances have been eliminated upon consolidation. Use of Estimates Preparation of the unaudited condensed consolidated financial statements in conformity with GAAP and the rules and regulations of the SEC requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, the reported amounts of revenue and expenses during the reporting period and the accompanying notes. Estimates are used for, but not limited to, uncertain tax liabilities, allowances for doubtful accounts, the useful lives of fixed assets and intangible assets, goodwill and intangible asset impairments, stock-based compensation forfeiture rates, accrued liabilities, the allocation of the value of purchase consideration for business acquisitions and other contingencies. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates such estimates and assumptions on an ongoing basis for continued reasonableness, using historical experience and other factors, including the current economic environment. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such evaluation. Illiquid credit markets, volatile equity and foreign currency markets and fluctuations in information technology spending by prospective customers can increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ materially from those estimates. Changes in those estimates, if any, resulting from continuing changes in the economic environment, will be reflected in the consolidated financial statements in future periods. Revenue Recognition The Company generates revenue by providing software as a service ("SaaS") solutions through on-demand subscription, on-premise perpetual and term licenses and related software maintenance, and professional services. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. Recurring Revenue. Recurring revenue, which includes SaaS revenue and maintenance revenue, is recognized ratably over the stated contractual period. SaaS revenue consists of subscription fees from customers accessing our cloud-based service offerings. Maintenance revenue consists of fees from customers purchasing licenses and receiving support for such on-premise solutions. The Company also recognizes SaaS and maintenance revenue associated with customers using its products in excess of contracted usage ("Overages"). Overages are primarily attributed to SaaS products and such Overages are recorded in SaaS revenue in the period incurred. Revenue related to Overages was immaterial during the three and six month periods ended June 30, 2016 and 2015 . Service and License Revenue. Service and license revenue primarily consists of training, integration and configuration services. Generally, the Company's professional services arrangements are billed on a time-and-materials basis. Time and material services are recognized as the services are rendered based on inputs to the project, such as billable hours incurred. For fixed-fee professional services arrangements, the Company recognizes revenue under the proportional performance method of accounting and estimates the proportional performance on a monthly basis, utilizing hours incurred to date as a percentage of total estimated hours to complete the project. If the Company does not have a sufficient basis to measure progress toward completion, revenue is recognized upon completion. Service and license revenue also includes revenue from perpetual licenses, which is recognized upon delivery of the product, using the residual method, assuming all the other conditions for revenue recognition have been met. In a limited number of arrangements with non-standard acceptance criteria, the Company defers the revenue until the acceptance criteria are satisfied. Reimbursements, including those related to travel and out-of-pocket expenses, are included in services and license revenue, and an equivalent amount of reimbursable expenses is included in cost of services and license revenue. In general, recurring revenue agreements are entered into for 12 to 36 months, and the professional services are performed within nine months of entering into a contract with the customer, depending on the size of integration. SaaS agreements provide specified service level commitments, excluding scheduled maintenance. The failure to meet this level of service availability may require the Company to credit qualifying customers a portion of their subscription and support fees. Based on the Company's historical experience meeting its service level commitments, the Company does not currently have any liabilities on its balance sheet for these commitments. The Company recognizes revenue when all of the following conditions are met: • Persuasive evidence of an arrangement exists; • Delivery has occurred or services have been rendered; • The fees are fixed or determinable; and • Collection of the fees is reasonably assured. If the Company determines that any one of the four criteria is not met, it will defer recognition of revenue until all the criteria are met. Multiple-deliverable arrangements with on-demand subscription. For on-demand subscription agreements with multiple-deliverables, the Company evaluates each element to determine whether it represents a separate unit of accounting. The Company determines the best estimated selling price of each deliverable in an arrangement based on a selling price hierarchy of methods contained in Finance Accounting Standards Board ("FASB") Accounting Standards Update (“ASU”) No. 2009-13, "Revenue Recognition (Accounting Standards Codification (“ASC”) Topic 605)- Multiple-Deliverable Revenue Arrangements." The best estimated selling price for a deliverable is based on its vendor-specific objective evidence (“VSOE”), if available, third-party evidence (“TPE”), if VSOE is not available, or estimated selling price (“ESP”), if neither VSOE nor TPE is available. Total arrangement fees are allocated to each element using the relative selling price method. The Company has currently established VSOE for most deliverables, except for fixed fee service arrangements and on-premise software licenses. The Company considered all of the following factors to establish the ESP for fixed fee service arrangements when sold with its on-demand services: the weighted average actual sales prices of professional services sold on a stand-alone basis for on-demand services; average billing rates for fixed fee service agreements when sold with on-demand services, cost plus a reasonable mark-up and other factors such as gross margin objectives, pricing practices and growth strategy. The Company is currently using cost plus a reasonable mark-up to establish ESP for fixed fee service arrangements. Multiple-deliverable arrangements with on-premise license. For arrangements with multiple deliverables, including license, professional services and maintenance, the Company recognizes license revenue using the residual method of accounting pursuant to the requirements of the guidance contained in ASC 985-605, "Software Revenue Recognition." Under the residual method, revenue is recognized when VSOE for fair value exists for all of the undelivered elements in the arrangement, but does not exist for one or more of the delivered elements in the arrangement. If evidence of fair value cannot be established for the undelivered elements, all of the revenue is deferred until evidence of fair value can be established, or until the items for which evidence of fair value cannot be established are delivered. For maintenance and certain professional services, the Company is able to establish VSOE because it has a sufficient history of selling these deliverables at an established price. The Company's revenue arrangements do not include a general right of return relative to the delivered products. Generally, for the Company's term-based licenses, if the only undelivered element is maintenance, the entire amount of revenue is recognized ratably over the maintenance period. Sales and other taxes collected from customers to be remitted to government authorities are excluded from revenue. Recent Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09, "Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting" which simplifies the accounting for share-based transactions, including the income tax consequences, classification of awards as either equity or liabilities on the balance sheet, and classification of employee taxes paid on statement of cash flows when an employer withholds shares for tax-withholding purposes. The new standard is effective for interim and annual periods beginning after December 15, 2016 and early adoption is permitted. The Company has elected not to early adopt. The Company is currently evaluating the impact of the adoption of ASU 2016-09 on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, "Leases" which requires the recognition of assets and liabilities arising from lease transactions on the balance sheet and the disclosure of key information about leasing arrangements. Accordingly, a lessee will recognize a lease asset for its right to use the underlying asset and a lease liability for the corresponding lease obligation. Both the asset and liability will initially be measured at the present value of the future minimum lease payments over the lease term. Subsequent measurement, including the presentation of expenses and cash flows, will depend on the classification of the lease as either a finance or an operating lease. Initial costs directly attributable to negotiating and arranging the lease will be included in the asset. For leases with a term of 12 months or less, a lessee can make an accounting policy election by class of underlying asset to not recognize an asset and corresponding liability. Lessees will also be required to provide additional qualitative and quantitative disclosures regarding the amount, timing and uncertainty of cash flows arising from leases. These disclosures are intended to supplement the amounts recorded in the financial statements and provide additional information about the nature of an organization’s leasing activities. The new standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. In transition, lessees are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The transition guidance also provides specific guidance for sale and leaseback transactions, build-to-suit leases and amounts previously recognized in accordance with the business combinations guidance for leases. The Company is currently evaluating its expected adoption method and timeline, and the impact of this new standard on its consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes, (ASU 2015-17)", which simplifies the presentation of deferred income taxes. This ASU requires that deferred tax assets and liabilities, together with any related valuation allowance be classified as non-current in a statement of financial position. The ASU is effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The Company early adopted ASU 2015-17 effective December 31, 2015 on a prospective basis. Adoption of this ASU resulted in a reclassification of the Company's net current deferred tax liabilities to net non-current deferred tax liabilities in its consolidated balance sheets as of December 31, 2015. No prior periods were adjusted retrospectively. In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" (ASU 2014-09). ASU 2014-09, as amended, supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company is currently in the process of assessing the adoption methodology, which allows the amendment to be applied retrospectively to each prior period presented or with the cumulative effect recognized as of the date of initial application. The Company is also evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial statements and has not determined whether the effect will be material to either its revenue results or its deferred commission balances. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted one year earlier, but the Company has elected not to early adopt. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Badgeville, Inc. On June 24, 2016, the Company acquired certain assets of Badgeville, Inc. ("Badgeville"), a privately-held company and a leading technology provider in enterprise gamification and digital motivation. The purpose of the Company's purchase of Badgeville is to extend digital motivation as part of the Company's Lead to Money suite. The purchase consideration was $7.5 million in cash. The preliminary purchase price allocation for Badgeville is summarized as follows (in thousands): Fair Value Net liabilities assumed $ (1,924 ) Intangible assets 5,100 Goodwill 4,324 Total purchase price $ 7,500 The fair value of the net liabilities assumed, the intangible assets and the related goodwill are preliminary and may be subject to change upon completing the final valuation assessment. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable assets acquired. The goodwill balance is primarily attributed to the extension of gamification and digital motivation to the Company's Lead to Money suite. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives, as of the date of the Badgeville acquisition (in thousands): Fair Value Weighted Average Useful Life Consolidated statements of comprehensive loss Classification:Amortization expense Customer contracts and related relationships $ 700 3 years Sales and marketing expense Developed technology 4,300 5 years Cost of sales Trademarks / trade names / domain names 100 2 years General and administrative Total intangible assets subject to amortization $ 5,100 The financial results of Badgeville are included in the Company's unaudited condensed consolidated financial statements from the date of acquisition through June 30, 2016 . The acquisition of Badgeville did not have a material impact on the Company's consolidated financial statements and therefore pro forma disclosures have not been presented. ViewCentral LLC On April 8, 2016, the Company acquired certain assets of ViewCentral LLC ("ViewCentral"). The acquisition will augment the Company's Litmos mobile learning solution with a full revenue management and e-commerce platform designed for selling and optimizing profitable training for customers. The purchase consideration was $4.0 million in cash. The preliminary purchase price allocation for ViewCentral is summarized as follows (in thousands): Fair Value Net liabilities assumed $ (1,568 ) Intangible assets 1,700 Goodwill 3,868 Total purchase price $ 4,000 The fair value of the net liabilities assumed, the intangible assets and the related goodwill are preliminary and may be subject to change upon completing the final valuation assessment. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable assets acquired. The goodwill balance is primarily attributed to the anticipated synergies from the expanded market opportunities for our Litmos mobile learning applications. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives, as of the date of the ViewCentral acquisition (in thousands): Fair Value Weighted Average Useful Life Consolidated statements of comprehensive loss Customer contracts and related relationships $ 850 6 years Sales and marketing expense Developed technology 700 3 years Cost of sales Order backlog 150 1.8 years Cost of sales Total intangible assets subject to amortization $ 1,700 The financial results of ViewCentral are included in the Company's unaudited condensed consolidated financial statements from the date of acquisition through June 30, 2016 . The acquisition of ViewCentral did not have a material impact on the Company's consolidated financial statements and therefore pro forma disclosures have not been presented. |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2016 | |
Financial Instruments | |
Financial Instruments | Financial Instruments As of June 30, 2016 and December 31, 2015 , all investment debt securities were classified as available-for-sale and carried at estimated fair value, which is determined based on the inputs discussed in Note 4. The Company classifies all highly liquid instruments with an original maturity on the date of purchase of three months or less as cash and cash equivalents. The Company classifies available-for-sale securities that have a maturity date longer than three months as short-term investments, including those investments with a maturity date of longer than one year that are highly liquid and which the Company does not intend to hold to maturity. Realized gains and losses are calculated using the specific identification method. As of June 30, 2016 and December 31, 2015 , the Company had no short-term investments in a material unrealized loss position. The components of the Company’s cash, cash equivalents, and investments classified as available-for-sale were as follows at June 30, 2016 and December 31, 2015 (in thousands): June 30, 2016 Amortized Cost Gross Gains Gross Losses Estimated Fair Value Cash $ 73,855 $ — $ — $ 73,855 Cash equivalents: Money market funds 476 — — 476 Total cash equivalents 476 — — 476 Total cash and cash equivalents $ 74,331 $ — $ — $ 74,331 Short-term investments: Certificates of deposits $ 1,250 $ — $ — $ 1,250 U.S. government and agency obligations 9,797 37 — 9,834 Corporate notes and U.S. government agency obligations 8,572 22 — 8,594 Total short-term investments $ 19,619 $ 59 $ — $ 19,678 December 31, 2015 Amortized Cost Gross Gains Gross Losses Estimated Fair Value Cash $ 77,191 $ — $ — $ 77,191 Cash equivalents: Money market funds 41 — — 41 Total cash equivalents 41 — — 41 Total cash and cash equivalents $ 77,232 $ — $ — $ 77,232 Short-term investments: Certificate of deposits $ 1,500 $ — $ — $ 1,500 U.S. government and agency obligations 7,423 — (16 ) 7,407 Corporate notes and U.S. government agency obligations 11,087 — (17 ) 11,070 Total short-term investments $ 20,010 $ — $ (33 ) $ 19,977 The market value and the amortized cost of available-for-sale debt securities by contractual maturities as of June 30, 2016 were as follows (in thousands): Contractual maturity Amortized Cost Estimated Fair value Less than 1 year $ 9,339 $ 9,359 Between 1 and 2 years 10,280 10,319 Total $ 19,619 $ 19,678 The Company had no realized gains or losses on sales of its investments for the three and six months ended June 30, 2016 and 2015 . The Company had net proceeds from investments of $0.3 million during the six months ended June 30, 2016 and net purchases of investments of $ 17.2 million during the six months ended June 30, 2015 . The short-term investments in highly rated credit securities generally have minor to moderate fluctuations in the fair values from period to period. The Company monitors credit ratings, downgrades and significant events surrounding these securities in order to assess whether any of the impairments will be considered other-than-temporary. The Company did not identify any securities held as of June 30, 2016 or as of December 31, 2015 for which the fair value declined significantly below amortized cost and were considered other-than-temporary impairments. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company measures financial assets at fair value on an ongoing basis. The estimated fair value of the Company’s financial assets was determined using the following inputs at June 30, 2016 and December 31, 2015 (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs June 30, 2016 Total (Level 1) (Level 2) (Level 3) Assets: Money market funds (1) $ 476 $ 476 $ — $ — Certificates of deposit (2) 1,250 — 1,250 — U.S. government and agency obligations (2) 9,834 — 9,834 — Corporate notes and obligations (2) 8,594 — 8,594 — Total $ 20,154 $ 476 $ 19,678 $ — Liabilities: Contingent consideration and related liabilities (3) $ 260 $ — $ — $ 260 Total $ 260 $ — $ — $ 260 _____________________________________________________________________________ (1) Included in cash and cash equivalents on the unaudited condensed consolidated balance sheets. (2) Included in short-term investments on the unaudited condensed consolidated balance sheets. (3) Included in accrued expenses on the unaudited condensed consolidated balance sheets. Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Significant December 31, 2015 Total (Level 1) (Level 2) (Level 3) Assets: Money market funds (1) $ 41 $ 41 $ — $ — Certificates of deposit (2) 1,500 — 1,500 — U.S. government and agency obligations (2) 7,407 — 7,407 — Corporate notes and obligations (2) 11,070 — 11,070 — Total $ 20,018 $ 41 $ 19,977 $ — Liabilities: Contingent consideration and related liabilities (3) $ 324 $ — $ — $ 324 Total $ 324 $ — $ — $ 324 _____________________________________________________________________________ (1) Included in cash and cash equivalents on the unaudited condensed consolidated balance sheets. (2) Included in short-term investments on the unaudited condensed consolidated balance sheets. (3) Included in accrued expenses on the unaudited condensed consolidated balance sheets. Valuation of Investments Level 1 and Level 2 The Company’s available-for-sale securities include money market funds, certificates of deposit, corporate notes and U.S. government agency obligations. The Company values these securities using a pricing matrix from a pricing service provider, who may use quoted prices in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs). The Company classifies all of its available-for-sale securities, except for money market funds, as having Level 2 inputs. The Company validates the estimated fair value of certain securities from a pricing service provider on a quarterly basis. The valuation techniques used to measure the fair value of the financial instruments having Level 2 inputs, all of which have counterparties with high credit ratings, were derived from the following: non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments or pricing models, such as discounted cash flow techniques, with all significant inputs derived from or corroborated by observable market data. Level 3 Contingent consideration and related liabilities are defined as earn-out payments which the Company may pay in connection with the acquisition of BridgeFront LLC ("BridgeFront"). Contingent consideration and related liabilities are classified as level 3 liabilities, as the Company uses unobservable inputs to value them, which is a probability-based income approach. Subsequent changes in the fair value of contingent consideration and related liabilities will be recorded in the Company's unaudited condensed consolidated statements of operations. The Company did not have any transfers of its fair value measurement between Level 1, Level 2 and Level 3 during the periods presented. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Except as discussed below, there were no material changes in the Company's commitments under contractual obligations as disclosed in the Company’s audited consolidated financial statements for the year ended December 31, 2015 . During the six months ended June 30, 2016, the Company entered into various contractual obligations, long-term operating lease obligations and unconditional purchase commitments. Future minimum lease payments under non-cancellable operating leases (with initial or remaining lease terms in excess of one year) and purchase commitments as of June 30, 2016 are as follows (in thousands): Unconditional Purchase Commitments (1) Operating Lease Commitments (2) Years ending: Remainder of 2016 $ 3,314 $ 1,708 2017 4,991 3,332 2018 3,008 3,305 2019 3,008 2,970 2020 3,008 3,041 2021 and beyond — 5,092 Future minimum payments $ 17,329 $ 19,448 (1) Included in unconditional purchase commitments is the five-year agreement with Oracle to purchase software and support services for the Company's data centers. Pursuant to the agreement, the Company is required to make payments of $0.8 million on September 1, 2016 and December 1, 2016, and annual payments of $3.0 million beginning February 2017 and ending February 2020, for a remaining balance of $13.5 million . As of June 30, 2016 , we capitalized software costs of $3.4 million, net of depreciation, and recorded $1.1 million to accrued expenses and $2.2 million to other noncurrent liabilities in the unaudited condensed consolidated balance sheets. Also included in unconditional purchase commitments is the earnout payment to BridgeFront of $0.4 million in 2016 and $0.5 million in 2017. In addition, the unconditional purchase commitments include amounts payable to certain vendors. (2) The Company has facilities under non-cancellable operating lease agreements that expire at various dates through 2021. During the first six months of 2016 we entered into an office space lease in Hyderabad, India and in Belgrade, Serbia. Letter of Credit The Company extended a $1.1 million letter of credit for one year to October 1, 2016 for leased space in Dublin, California. As of June 30, 2016 there was no balance outstanding under this letter of credit. Revolver Line of Credit In May 2014, the Company entered into a credit agreement with Wells Fargo Bank, National Association ("Wells Fargo"), under which Wells Fargo agreed to make a revolving loan ("Revolver") to the Company in an amount not to exceed $ 10.0 million , with an accordion feature that allows the Company to increase the maximum borrowing amount by not less than $ 5.0 million and not more than $10.0 million . In September 2014, the Company increased the maximum borrowing amount to $ 15.0 million . The Revolver matures in May 2019. During the quarter ended June 30, 2015, the Company paid off the outstanding amount of $ 10.5 million . There is no balance outstanding as of June 30, 2016. Pursuant to the agreement, the Company is required to maintain a leverage ratio of 3.00 :1.00 and minimum liquidity of $ 7.5 million . The Company has met these leverage and liquidity covenants. Outstanding borrowings under the Revolver bear interest, at the Company's option, at a base rate plus an applicable margin. The applicable margin ranges between 0.75% and 2.25% depending on the Company's leverage ratio. A fee of 0.25% per annum is payable with respect to the unused portion of the commitment. Interest is payable every three months. Warranties and Indemnification The Company generally warrants that its software will perform in accordance with its standard documentation. Under the Company’s standard warranty, should a software product not perform as specified in the documentation within the warranty period, the Company will repair or replace the software or refund the license fee paid. To date, the Company has not incurred any incremental costs related to warranty obligations for its software. The Company’s product license and on-demand agreements typically include a limited indemnification provision for claims by third parties relating to the Company’s intellectual property. To date, the Company has not incurred material costs, and has not accrued any costs, related to such indemnification provisions. |
Restructuring and Other
Restructuring and Other | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other | Restructuring and Other Restructuring and other expenses primarily consist of costs associated with exit from excess facilities, employee terminations and incremental depreciation expense as a result of the change in the estimated useful life of assets to be abandoned. The Company incurred restructuring and other expenses of $0.1 million and $0.4 million during the three and six months ended June 30, 2016 , respectively. The Company incurred restructuring and other expenses of $0.1 million and $0.2 million during the three and six months ended June 30, 2015 , respectively. The following tables set forth a summary of accrued restructuring and other expenses for the six months ended June 30, 2016 and 2015 (in thousands): December 31, 2015 Additions Adjustments Cash Payments June 30, 2016 Facilities related costs $ 17 $ 405 $ — $ (120 ) $ 302 Total accrued restructuring and other expenses $ 17 $ 405 $ — $ (120 ) $ 302 December 31, 2014 Additions Adjustments Cash June 30, 2015 Severance and termination-related costs $ — $ 227 $ — $ (227 ) $ — Facilities related costs 194 7 (7 ) (78 ) 116 Total accrued restructuring and other expenses $ 194 $ 234 $ (7 ) $ (305 ) $ 116 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing net loss for the period by the weighted average common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss for the period by the weighted average common shares outstanding, the exercise of outstanding common stock options, the release of restricted stock units and purchases of shares pursuant to the Company's employee stock purchase plan ("ESPP"), to the extent these shares are dilutive. For the three and six months ended June 30, 2016 and 2015 , the diluted net loss per share calculation was the same as the basic net loss per share calculation as all potential common shares were anti-dilutive. Diluted net loss per share does not include the effect of the following potential weighted average common shares because to do so would be anti-dilutive for the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Restricted Stock Units 3,893 2,494 3,655 2,644 Stock Options 586 934 611 1,016 ESPP Shares 131 69 114 69 Total 4,610 3,497 4,380 3,729 The weighted average exercise price of stock options excluded for the three and six months ended June 30, 2016 was $ 6.72 and $6.70 , respectively, and for the three and six months ended June 30, 2015 was $6.12 and $6.03 , respectively. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | Stock-based Compensation Expense Summary Stock-based compensation expense is measured based on the grant-date fair value of the stock-based awards. The Company recognizes stock-based compensation expense, for the portion of the awards that are ultimately expected to vest, on a straight-line basis over the requisite service period for those awards with graded vesting and service conditions. The table below sets forth a summary of stock-based compensation expense for the three and six months ended June 30, 2016 and 2015 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Stock options $ 144 $ 147 $ 289 $ 317 Restricted stock units Performance-based awards 1,269 636 2,449 1,384 Service-based awards 5,696 4,084 10,454 7,728 ESPP shares 503 225 873 480 Total stock-based compensation $ 7,612 $ 5,092 $ 14,065 $ 9,909 As of June 30, 2016 , there was total unrecognized compensation expense of $ 0.6 million , $5.4 million , $ 27.9 million and $ 0.7 million related to stock options, performance-based awards, service-based awards and ESPP shares, respectively, which were expected to be recognized over weighted average periods of 1.0 year, 1.4 years, 2.1 years and 0.5 years, respectively. The table below sets forth the functional classification of stock-based compensation expense for the three and six months ended June 30, 2016 and 2015 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Cost of recurring revenue $ 453 $ 249 $ 962 $ 537 Cost of services and other revenue 524 237 1,036 579 Sales and marketing 2,144 1,157 4,298 2,615 Research and development 1,171 650 2,340 1,447 General and administrative 3,320 2,799 5,429 4,731 Total stock-based compensation $ 7,612 $ 5,092 $ 14,065 $ 9,909 Performance-based Awards In 2015, the Company granted performance-based restricted stock units with vesting contingent on successful attainment of pre-set SaaS revenue growth and recurring revenue gross profit targets over the three -year period from July 1, 2015 through June 30, 2018. During the three and six months ended June 30, 2016 expense of $0.6 million and $1.1 million , respectively, net of forfeiture, was recognized. In 2014, the Company granted performance-based restricted stock units with vesting contingent on absolute SaaS revenue growth over the three-year period from January 1, 2014 through December 31, 2016, and on the Company’s relative total stockholder return over the three-year period from 2014 through 2016 versus an index of 17 SaaS companies. During the three and six months ended June 30, 2016 expense of $0.7 million and $1.4 million , respectively, net of forfeiture, was recognized. Determination of Fair Value The fair value of service-based awards is estimated based on the market value of the Company’s stock on the date of grant. Fair value of the performance-based awards, that are subject to SaaS growth is estimated based on the market value of the awards at the date of the grant, adjusted by the SaaS growth probability assessment. Fair value of the performance awards that are subject to relative stockholder return and market conditions, is calculated using a Monte Carlo simulation model that estimates the distribution of the potential outcomes of the grants of performance awards based on simulated future index of the peer companies. The fair value of each stock option is estimated on the date of grant using the Black-Scholes valuation model. No stock options were granted during the three and six months ended June 30, 2016 and June 30, 2015 . The fair value of each ESPP share is estimated on the enrollment date of the offering period using the Black-Scholes valuation model and the assumptions noted in the following table: Six Months Ended June 30, Employee Stock Purchase Plan 2016 2015 Expected life (in years) 0.50 to 1.00 0.49 to 1.00 Risk-free interest rate 0.42% to 0.51% 0.07% to 0.25% Volatility 45% to 51% 42% to 46% Dividend yield None None |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense for the three and six months ended June 30, 2016 was $ 0.3 million and $ 0.5 million , respectively, and for the three and six months ended June 30, 2015, was $ 0.2 million and $ 0.4 million , respectively. The increase in income tax expense during the three and six months ended June 30, 2016 was mainly attributable to increased sales to foreign customers subject to withholding taxes and increased income in the foreign jurisdictions subject to income taxes. |
Segment, Geographic and Custome
Segment, Geographic and Customer Information | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment, Geographic and Customer Information | Segment, Geographic and Customer Information The accounting principles guiding disclosures about segments of an enterprise and related information establish standards for the reporting by business enterprises of information about operating segments, products and services, geographic areas and major customers. The method of determining which information is reported is based on the way that management organizes the operating segments within the Company for making operational decisions and assessments of financial performance. The Company’s chief operating decision maker is considered to be the Company’s chief executive officer ("CEO"). The CEO reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. By this definition, the Company operates in one business segment, which is the development, marketing and sale of the Company's sales and marketing effectiveness cloud software and related services. The following table summarizes revenue for the three and six months ended June 30, 2016 and 2015 by geographic areas (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 United States and Canada $ 40,732 $ 33,711 $ 80,617 $ 66,132 EMEA 5,452 4,780 10,328 8,461 Asia Pacific 2,442 2,270 4,985 4,971 Other 1,125 853 2,199 1,795 $ 49,751 $ 41,614 $ 98,129 $ 81,359 Substantially all of the Company’s long-lived assets are located in the United States and United Kingdom. Long-lived assets located outside the United States and United Kingdom are immaterial. During the three and six months ended June 30, 2016 and 2015 , no customer accounted for more than 10% of total revenue. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions Lithium Technologies, Inc. In the normal course of business, the Company entered into agreements with Lithium Technologies, Inc. (“Lithium”), whose Chief Financial Officer is a member of the Company's Board of Directors. In 2013, Lithium entered into a two -year SaaS subscription agreement with the Company, which was extended for another three years in 2015 in the amount of $138,000 per year, from which the company recognized approximately $50,000 and $88,000 in SaaS revenue during the three and six months ended June 30, 2016 . In addition, during 2015, the Company entered into various agreements with Lithium for professional services, and recognized approximately $13,000 and $17,000 in professional services revenue during the three and six months ended June 30, 2016 , respectively. In 2015, the Company purchased a one -year consulting and training service contract for Social Success Services from Lithium for $60,000 , which was paid in full in October 2015. As of June 30, 2016 , approximately $5,000 was included in prepaid and other current assets. In 2016, the Company purchased a one-year subscription for Lithium's Customer Community platform for $155,000 , which was paid in full in April 2016. As of June 30, 2016 , approximately $152,900 was included in prepaid and other current assets. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Summary of Accounting Policies | All amounts included herein related to these condensed consolidated financial statements as of June 30, 2016 and for the three and six months ended June 30, 2016 and 2015 are unaudited and should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2015 for Callidus Software Inc., doing business as CallidusCloud ("Company"). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to the Securities and Exchange Commission ("SEC") rules and regulations regarding interim financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all necessary adjustments for the fair presentation of the Company’s financial position, results of operations and cash flows. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the full fiscal year ending December 31, 2016 . The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, which include wholly-owned subsidiaries in Australia, Canada, Germany, Hong Kong, India, Japan, Malaysia, Mexico, Netherlands, New Zealand, Serbia, Singapore and the United Kingdom. All intercompany transactions and balances have been eliminated upon consolidation. |
Use of Estimates | Preparation of the unaudited condensed consolidated financial statements in conformity with GAAP and the rules and regulations of the SEC requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, the reported amounts of revenue and expenses during the reporting period and the accompanying notes. Estimates are used for, but not limited to, uncertain tax liabilities, allowances for doubtful accounts, the useful lives of fixed assets and intangible assets, goodwill and intangible asset impairments, stock-based compensation forfeiture rates, accrued liabilities, the allocation of the value of purchase consideration for business acquisitions and other contingencies. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates such estimates and assumptions on an ongoing basis for continued reasonableness, using historical experience and other factors, including the current economic environment. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such evaluation. Illiquid credit markets, volatile equity and foreign currency markets and fluctuations in information technology spending by prospective customers can increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ materially from those estimates. Changes in those estimates, if any, resulting from continuing changes in the economic environment, will be reflected in the consolidated financial statements in future periods. |
Revenue Recognition | The Company generates revenue by providing software as a service ("SaaS") solutions through on-demand subscription, on-premise perpetual and term licenses and related software maintenance, and professional services. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. Recurring Revenue. Recurring revenue, which includes SaaS revenue and maintenance revenue, is recognized ratably over the stated contractual period. SaaS revenue consists of subscription fees from customers accessing our cloud-based service offerings. Maintenance revenue consists of fees from customers purchasing licenses and receiving support for such on-premise solutions. The Company also recognizes SaaS and maintenance revenue associated with customers using its products in excess of contracted usage ("Overages"). Overages are primarily attributed to SaaS products and such Overages are recorded in SaaS revenue in the period incurred. Revenue related to Overages was immaterial during the three and six month periods ended June 30, 2016 and 2015 . Service and License Revenue. Service and license revenue primarily consists of training, integration and configuration services. Generally, the Company's professional services arrangements are billed on a time-and-materials basis. Time and material services are recognized as the services are rendered based on inputs to the project, such as billable hours incurred. For fixed-fee professional services arrangements, the Company recognizes revenue under the proportional performance method of accounting and estimates the proportional performance on a monthly basis, utilizing hours incurred to date as a percentage of total estimated hours to complete the project. If the Company does not have a sufficient basis to measure progress toward completion, revenue is recognized upon completion. Service and license revenue also includes revenue from perpetual licenses, which is recognized upon delivery of the product, using the residual method, assuming all the other conditions for revenue recognition have been met. In a limited number of arrangements with non-standard acceptance criteria, the Company defers the revenue until the acceptance criteria are satisfied. Reimbursements, including those related to travel and out-of-pocket expenses, are included in services and license revenue, and an equivalent amount of reimbursable expenses is included in cost of services and license revenue. In general, recurring revenue agreements are entered into for 12 to 36 months, and the professional services are performed within nine months of entering into a contract with the customer, depending on the size of integration. SaaS agreements provide specified service level commitments, excluding scheduled maintenance. The failure to meet this level of service availability may require the Company to credit qualifying customers a portion of their subscription and support fees. Based on the Company's historical experience meeting its service level commitments, the Company does not currently have any liabilities on its balance sheet for these commitments. The Company recognizes revenue when all of the following conditions are met: • Persuasive evidence of an arrangement exists; • Delivery has occurred or services have been rendered; • The fees are fixed or determinable; and • Collection of the fees is reasonably assured. If the Company determines that any one of the four criteria is not met, it will defer recognition of revenue until all the criteria are met. Multiple-deliverable arrangements with on-demand subscription. For on-demand subscription agreements with multiple-deliverables, the Company evaluates each element to determine whether it represents a separate unit of accounting. The Company determines the best estimated selling price of each deliverable in an arrangement based on a selling price hierarchy of methods contained in Finance Accounting Standards Board ("FASB") Accounting Standards Update (“ASU”) No. 2009-13, "Revenue Recognition (Accounting Standards Codification (“ASC”) Topic 605)- Multiple-Deliverable Revenue Arrangements." The best estimated selling price for a deliverable is based on its vendor-specific objective evidence (“VSOE”), if available, third-party evidence (“TPE”), if VSOE is not available, or estimated selling price (“ESP”), if neither VSOE nor TPE is available. Total arrangement fees are allocated to each element using the relative selling price method. The Company has currently established VSOE for most deliverables, except for fixed fee service arrangements and on-premise software licenses. The Company considered all of the following factors to establish the ESP for fixed fee service arrangements when sold with its on-demand services: the weighted average actual sales prices of professional services sold on a stand-alone basis for on-demand services; average billing rates for fixed fee service agreements when sold with on-demand services, cost plus a reasonable mark-up and other factors such as gross margin objectives, pricing practices and growth strategy. The Company is currently using cost plus a reasonable mark-up to establish ESP for fixed fee service arrangements. Multiple-deliverable arrangements with on-premise license. For arrangements with multiple deliverables, including license, professional services and maintenance, the Company recognizes license revenue using the residual method of accounting pursuant to the requirements of the guidance contained in ASC 985-605, "Software Revenue Recognition." Under the residual method, revenue is recognized when VSOE for fair value exists for all of the undelivered elements in the arrangement, but does not exist for one or more of the delivered elements in the arrangement. If evidence of fair value cannot be established for the undelivered elements, all of the revenue is deferred until evidence of fair value can be established, or until the items for which evidence of fair value cannot be established are delivered. For maintenance and certain professional services, the Company is able to establish VSOE because it has a sufficient history of selling these deliverables at an established price. The Company's revenue arrangements do not include a general right of return relative to the delivered products. Generally, for the Company's term-based licenses, if the only undelivered element is maintenance, the entire amount of revenue is recognized ratably over the maintenance period. Sales and other taxes collected from customers to be remitted to government authorities are excluded from revenue. |
Recently Adopted Accounting Pronouncements | In February 2016, the FASB issued ASU No. 2016-02, "Leases" which requires the recognition of assets and liabilities arising from lease transactions on the balance sheet and the disclosure of key information about leasing arrangements. Accordingly, a lessee will recognize a lease asset for its right to use the underlying asset and a lease liability for the corresponding lease obligation. Both the asset and liability will initially be measured at the present value of the future minimum lease payments over the lease term. Subsequent measurement, including the presentation of expenses and cash flows, will depend on the classification of the lease as either a finance or an operating lease. Initial costs directly attributable to negotiating and arranging the lease will be included in the asset. For leases with a term of 12 months or less, a lessee can make an accounting policy election by class of underlying asset to not recognize an asset and corresponding liability. Lessees will also be required to provide additional qualitative and quantitative disclosures regarding the amount, timing and uncertainty of cash flows arising from leases. These disclosures are intended to supplement the amounts recorded in the financial statements and provide additional information about the nature of an organization’s leasing activities. The new standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. In transition, lessees are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The transition guidance also provides specific guidance for sale and leaseback transactions, build-to-suit leases and amounts previously recognized in accordance with the business combinations guidance for leases. The Company is currently evaluating its expected adoption method and timeline, and the impact of this new standard on its consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes, (ASU 2015-17)", which simplifies the presentation of deferred income taxes. This ASU requires that deferred tax assets and liabilities, together with any related valuation allowance be classified as non-current in a statement of financial position. The ASU is effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The Company early adopted ASU 2015-17 effective December 31, 2015 on a prospective basis. Adoption of this ASU resulted in a reclassification of the Company's net current deferred tax liabilities to net non-current deferred tax liabilities in its consolidated balance sheets as of December 31, 2015. No prior periods were adjusted retrospectively. In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" (ASU 2014-09). ASU 2014-09, as amended, supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Badgeville, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The preliminary purchase price allocation for Badgeville is summarized as follows (in thousands): Fair Value Net liabilities assumed $ (1,924 ) Intangible assets 5,100 Goodwill 4,324 Total purchase price $ 7,500 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives, as of the date of the Badgeville acquisition (in thousands): Fair Value Weighted Average Useful Life Consolidated statements of comprehensive loss Classification:Amortization expense Customer contracts and related relationships $ 700 3 years Sales and marketing expense Developed technology 4,300 5 years Cost of sales Trademarks / trade names / domain names 100 2 years General and administrative Total intangible assets subject to amortization $ 5,100 |
ViewCentral LLC | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The preliminary purchase price allocation for ViewCentral is summarized as follows (in thousands): Fair Value Net liabilities assumed $ (1,568 ) Intangible assets 1,700 Goodwill 3,868 Total purchase price $ 4,000 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives, as of the date of the ViewCentral acquisition (in thousands): Fair Value Weighted Average Useful Life Consolidated statements of comprehensive loss Customer contracts and related relationships $ 850 6 years Sales and marketing expense Developed technology 700 3 years Cost of sales Order backlog 150 1.8 years Cost of sales Total intangible assets subject to amortization $ 1,700 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Financial Instruments | |
Summary of cash, cash equivalents and investments classified as available-for-sale | The components of the Company’s cash, cash equivalents, and investments classified as available-for-sale were as follows at June 30, 2016 and December 31, 2015 (in thousands): June 30, 2016 Amortized Cost Gross Gains Gross Losses Estimated Fair Value Cash $ 73,855 $ — $ — $ 73,855 Cash equivalents: Money market funds 476 — — 476 Total cash equivalents 476 — — 476 Total cash and cash equivalents $ 74,331 $ — $ — $ 74,331 Short-term investments: Certificates of deposits $ 1,250 $ — $ — $ 1,250 U.S. government and agency obligations 9,797 37 — 9,834 Corporate notes and U.S. government agency obligations 8,572 22 — 8,594 Total short-term investments $ 19,619 $ 59 $ — $ 19,678 December 31, 2015 Amortized Cost Gross Gains Gross Losses Estimated Fair Value Cash $ 77,191 $ — $ — $ 77,191 Cash equivalents: Money market funds 41 — — 41 Total cash equivalents 41 — — 41 Total cash and cash equivalents $ 77,232 $ — $ — $ 77,232 Short-term investments: Certificate of deposits $ 1,500 $ — $ — $ 1,500 U.S. government and agency obligations 7,423 — (16 ) 7,407 Corporate notes and U.S. government agency obligations 11,087 — (17 ) 11,070 Total short-term investments $ 20,010 $ — $ (33 ) $ 19,977 |
Schedule of contractual maturities of available-for-sale debt securities | The market value and the amortized cost of available-for-sale debt securities by contractual maturities as of June 30, 2016 were as follows (in thousands): Contractual maturity Amortized Cost Estimated Fair value Less than 1 year $ 9,339 $ 9,359 Between 1 and 2 years 10,280 10,319 Total $ 19,619 $ 19,678 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The estimated fair value of the Company’s financial assets was determined using the following inputs at June 30, 2016 and December 31, 2015 (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs June 30, 2016 Total (Level 1) (Level 2) (Level 3) Assets: Money market funds (1) $ 476 $ 476 $ — $ — Certificates of deposit (2) 1,250 — 1,250 — U.S. government and agency obligations (2) 9,834 — 9,834 — Corporate notes and obligations (2) 8,594 — 8,594 — Total $ 20,154 $ 476 $ 19,678 $ — Liabilities: Contingent consideration and related liabilities (3) $ 260 $ — $ — $ 260 Total $ 260 $ — $ — $ 260 _____________________________________________________________________________ (1) Included in cash and cash equivalents on the unaudited condensed consolidated balance sheets. (2) Included in short-term investments on the unaudited condensed consolidated balance sheets. (3) Included in accrued expenses on the unaudited condensed consolidated balance sheets. Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Significant December 31, 2015 Total (Level 1) (Level 2) (Level 3) Assets: Money market funds (1) $ 41 $ 41 $ — $ — Certificates of deposit (2) 1,500 — 1,500 — U.S. government and agency obligations (2) 7,407 — 7,407 — Corporate notes and obligations (2) 11,070 — 11,070 — Total $ 20,018 $ 41 $ 19,977 $ — Liabilities: Contingent consideration and related liabilities (3) $ 324 $ — $ — $ 324 Total $ 324 $ — $ — $ 324 _____________________________________________________________________________ (1) Included in cash and cash equivalents on the unaudited condensed consolidated balance sheets. (2) Included in short-term investments on the unaudited condensed consolidated balance sheets. (3) Included in accrued expenses on the unaudited condensed consolidated balance sheets. |
Commitments and Contingencies -
Commitments and Contingencies - (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | Future minimum lease payments under non-cancellable operating leases (with initial or remaining lease terms in excess of one year) and purchase commitments as of June 30, 2016 are as follows (in thousands): Unconditional Purchase Commitments (1) Operating Lease Commitments (2) Years ending: Remainder of 2016 $ 3,314 $ 1,708 2017 4,991 3,332 2018 3,008 3,305 2019 3,008 2,970 2020 3,008 3,041 2021 and beyond — 5,092 Future minimum payments $ 17,329 $ 19,448 (1) Included in unconditional purchase commitments is the five-year agreement with Oracle to purchase software and support services for the Company's data centers. Pursuant to the agreement, the Company is required to make payments of $0.8 million on September 1, 2016 and December 1, 2016, and annual payments of $3.0 million beginning February 2017 and ending February 2020, for a remaining balance of $13.5 million . As of June 30, 2016 , we capitalized software costs of $3.4 million, net of depreciation, and recorded $1.1 million to accrued expenses and $2.2 million to other noncurrent liabilities in the unaudited condensed consolidated balance sheets. Also included in unconditional purchase commitments is the earnout payment to BridgeFront of $0.4 million in 2016 and $0.5 million in 2017. In addition, the unconditional purchase commitments include amounts payable to certain vendors. (2) The Company has facilities under non-cancellable operating lease agreements that expire at various dates through 2021. |
Restructuring and Other (Tables
Restructuring and Other (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Summary of accrued restructuring expenses | The following tables set forth a summary of accrued restructuring and other expenses for the six months ended June 30, 2016 and 2015 (in thousands): December 31, 2015 Additions Adjustments Cash Payments June 30, 2016 Facilities related costs $ 17 $ 405 $ — $ (120 ) $ 302 Total accrued restructuring and other expenses $ 17 $ 405 $ — $ (120 ) $ 302 December 31, 2014 Additions Adjustments Cash June 30, 2015 Severance and termination-related costs $ — $ 227 $ — $ (227 ) $ — Facilities related costs 194 7 (7 ) (78 ) 116 Total accrued restructuring and other expenses $ 194 $ 234 $ (7 ) $ (305 ) $ 116 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of potential weighted average common shares excluded from computation of diluted net loss per share | Diluted net loss per share does not include the effect of the following potential weighted average common shares because to do so would be anti-dilutive for the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Restricted Stock Units 3,893 2,494 3,655 2,644 Stock Options 586 934 611 1,016 ESPP Shares 131 69 114 69 Total 4,610 3,497 4,380 3,729 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of stock-based compensation expenses | The table below sets forth a summary of stock-based compensation expense for the three and six months ended June 30, 2016 and 2015 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Stock options $ 144 $ 147 $ 289 $ 317 Restricted stock units Performance-based awards 1,269 636 2,449 1,384 Service-based awards 5,696 4,084 10,454 7,728 ESPP shares 503 225 873 480 Total stock-based compensation $ 7,612 $ 5,092 $ 14,065 $ 9,909 |
Schedule of functional classification of stock-based compensation expense | The table below sets forth the functional classification of stock-based compensation expense for the three and six months ended June 30, 2016 and 2015 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Cost of recurring revenue $ 453 $ 249 $ 962 $ 537 Cost of services and other revenue 524 237 1,036 579 Sales and marketing 2,144 1,157 4,298 2,615 Research and development 1,171 650 2,340 1,447 General and administrative 3,320 2,799 5,429 4,731 Total stock-based compensation $ 7,612 $ 5,092 $ 14,065 $ 9,909 |
Schedule of valuation assumptions for determining the fair value of stock options and employee stock purchase plans | The fair value of each ESPP share is estimated on the enrollment date of the offering period using the Black-Scholes valuation model and the assumptions noted in the following table: Six Months Ended June 30, Employee Stock Purchase Plan 2016 2015 Expected life (in years) 0.50 to 1.00 0.49 to 1.00 Risk-free interest rate 0.42% to 0.51% 0.07% to 0.25% Volatility 45% to 51% 42% to 46% Dividend yield None None |
Segment, Geographic and Custo25
Segment, Geographic and Customer Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Summary of revenues by geographic areas | The following table summarizes revenue for the three and six months ended June 30, 2016 and 2015 by geographic areas (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 United States and Canada $ 40,732 $ 33,711 $ 80,617 $ 66,132 EMEA 5,452 4,780 10,328 8,461 Asia Pacific 2,442 2,270 4,985 4,971 Other 1,125 853 2,199 1,795 $ 49,751 $ 41,614 $ 98,129 $ 81,359 |
Acquisitions - Badgeville (Deta
Acquisitions - Badgeville (Details) - USD ($) $ in Thousands | Jun. 24, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 57,226 | $ 50,146 | |
Badgeville, Inc. | |||
Business Acquisition [Line Items] | |||
Purchase consideration | $ 7,500 | ||
Finite-lived intangible assets acquired | 5,100 | ||
Payments to acquire business | 7,500 | ||
Net liabilities assumed | (1,924) | ||
Intangible assets | 5,100 | ||
Goodwill | $ 4,324 | ||
Badgeville, Inc. | Customer contracts | |||
Business Acquisition [Line Items] | |||
Acquired finite-lived intangible assets, weighted average useful life (in years) | 3 years | ||
Badgeville, Inc. | Customer contracts | Sales and marketing | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | $ 700 | ||
Badgeville, Inc. | Developed technology | |||
Business Acquisition [Line Items] | |||
Acquired finite-lived intangible assets, weighted average useful life (in years) | 5 years | ||
Badgeville, Inc. | Developed technology | Cost of sales | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | $ 4,300 | ||
Badgeville, Inc. | Trademarks/Trade names/Domain names | |||
Business Acquisition [Line Items] | |||
Acquired finite-lived intangible assets, weighted average useful life (in years) | 2 years | ||
Badgeville, Inc. | Trademarks/Trade names/Domain names | General and administrative | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | $ 100 |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Financial instruments | ||||
Cash and cash equivalents | $ 74,331 | $ 77,232 | $ 72,272 | $ 34,200 |
Cash and cash equivalents | ||||
Financial instruments | ||||
Cash and cash equivalents | 74,331 | 77,232 | ||
Gross Unrealized Gains | 0 | 0 | ||
Gross Unrealized Losses | 0 | 0 | ||
Estimated Fair Value, Cash and Cash Equivalents | 74,331 | 77,232 | ||
Cash | ||||
Financial instruments | ||||
Cash and cash equivalents | 73,855 | 77,191 | ||
Gross Unrealized Gains | 0 | 0 | ||
Gross Unrealized Losses | 0 | 0 | ||
Estimated Fair Value, Cash and Cash Equivalents | 73,855 | 77,191 | ||
Money market funds | ||||
Financial instruments | ||||
Cash and cash equivalents | 476 | 41 | ||
Gross Unrealized Gains | 0 | 0 | ||
Gross Unrealized Losses | 0 | 0 | ||
Estimated Fair Value, Cash and Cash Equivalents | 476 | 41 | ||
Cash equivalents | ||||
Financial instruments | ||||
Cash and cash equivalents | 476 | 41 | ||
Gross Unrealized Gains | 0 | 0 | ||
Gross Unrealized Losses | 0 | 0 | ||
Estimated Fair Value, Cash and Cash Equivalents | 476 | 41 | ||
Short-term investments | ||||
Financial instruments | ||||
Amortized Cost | 19,619 | 20,010 | ||
Gross Unrealized Gains | 59 | 0 | ||
Gross Unrealized Losses | 0 | (33) | ||
Estimated FV, Available for Sale Securities | 19,678 | 19,977 | ||
Certificates of deposit | ||||
Financial instruments | ||||
Amortized Cost | 1,250 | 1,500 | ||
Gross Unrealized Gains | 0 | 0 | ||
Gross Unrealized Losses | 0 | 0 | ||
Estimated FV, Available for Sale Securities | 1,250 | 1,500 | ||
U.S. government and agency obligations | ||||
Financial instruments | ||||
Amortized Cost | 9,797 | 7,423 | ||
Gross Unrealized Gains | 37 | 0 | ||
Gross Unrealized Losses | 0 | (16) | ||
Estimated FV, Available for Sale Securities | 9,834 | 7,407 | ||
Corporate notes and obligations | ||||
Financial instruments | ||||
Amortized Cost | 8,572 | 11,087 | ||
Gross Unrealized Gains | 22 | 0 | ||
Gross Unrealized Losses | 0 | (17) | ||
Estimated FV, Available for Sale Securities | $ 8,594 | $ 11,070 |
Acquisitions -ViewCentral LLC (
Acquisitions -ViewCentral LLC (Details) - USD ($) $ in Thousands | Apr. 08, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 57,226 | $ 50,146 | |
ViewCentral LLC | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | $ 1,700 | ||
Purchase consideration | 4,000 | ||
Net liabilities assumed | (1,568) | ||
Intangible assets | 1,700 | ||
Goodwill | 3,868 | ||
Payments to acquire business | $ 4,000 | ||
Customer contracts | ViewCentral LLC | |||
Business Acquisition [Line Items] | |||
Acquired finite-lived intangible assets, weighted average useful life (in years) | 6 years | ||
Customer contracts | ViewCentral LLC | Sales and marketing | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | $ 850 | ||
Developed technology | ViewCentral LLC | |||
Business Acquisition [Line Items] | |||
Acquired finite-lived intangible assets, weighted average useful life (in years) | 3 years | ||
Developed technology | ViewCentral LLC | Cost of sales | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | $ 700 | ||
Order backlog | ViewCentral LLC | |||
Business Acquisition [Line Items] | |||
Acquired finite-lived intangible assets, weighted average useful life (in years) | 1 year 9 months 18 days | ||
Order backlog | ViewCentral LLC | Cost of sales | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | $ 150 |
Financial Instruments (Details
Financial Instruments (Details 2) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016USD ($)investment | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)investment | Jun. 30, 2015USD ($) | Dec. 31, 2015investment | |
Contractual maturity, Amortized Cost | |||||
Less than 1 year | $ 9,339,000 | $ 9,339,000 | |||
Between 1 and 2 years | 10,280,000 | 10,280,000 | |||
Total | 19,619,000 | 19,619,000 | |||
Contractual maturity, Estimated Fair value | |||||
Less than 1 year | 9,359,000 | 9,359,000 | |||
Between 1 and 2 years | 10,319,000 | 10,319,000 | |||
Total | $ 19,678,000 | $ 19,678,000 | |||
Other disclosures pertaining to available-for-sale securities | |||||
Short-term investments in a material unrealized loss position with maturities of greater than 12 months | investment | 0 | 0 | 0 | ||
Realized gains or losses on sales of investments | $ 0 | $ 0 | |||
Purchases of investments, net of proceeds from maturities of investments | $ 300,000 | $ 17,200,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Ongoing basis - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | |
Estimate of Fair Value Measurement | |||
Assets: | |||
Assets, Fair Value | $ 20,154 | $ 20,018 | |
Liabilities: | |||
Contingent consideration and related liabilities, fair value | [1] | 260 | 324 |
Liabilities, Fair Value | 260 | 324 | |
Money market funds | Estimate of Fair Value Measurement | |||
Assets: | |||
Assets, Fair Value | [2] | 476 | 41 |
Certificates of deposit | Estimate of Fair Value Measurement | |||
Assets: | |||
Assets, Fair Value | [3] | 1,250 | 1,500 |
U.S. government and agency obligations | Estimate of Fair Value Measurement | |||
Assets: | |||
Assets, Fair Value | [3] | 9,834 | 7,407 |
Corporate notes and obligations | Estimate of Fair Value Measurement | |||
Assets: | |||
Assets, Fair Value | [3] | 8,594 | 11,070 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Assets: | |||
Assets, Fair Value | 476 | 41 | |
Liabilities: | |||
Contingent consideration and related liabilities, fair value | [1] | 0 | |
Liabilities, Fair Value | 0 | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | |||
Assets: | |||
Assets, Fair Value | [2] | 476 | 41 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Certificates of deposit | |||
Assets: | |||
Assets, Fair Value | [3] | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. government and agency obligations | |||
Assets: | |||
Assets, Fair Value | [3] | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Corporate notes and obligations | |||
Assets: | |||
Assets, Fair Value | [3] | 0 | 0 |
Significant Other Observable Inputs (Level 2) | |||
Assets: | |||
Assets, Fair Value | 19,678 | 19,977 | |
Liabilities: | |||
Contingent consideration and related liabilities, fair value | [1] | 0 | |
Liabilities, Fair Value | 0 | 0 | |
Significant Other Observable Inputs (Level 2) | Money market funds | |||
Assets: | |||
Assets, Fair Value | [2] | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Certificates of deposit | |||
Assets: | |||
Assets, Fair Value | [3] | 1,250 | 1,500 |
Significant Other Observable Inputs (Level 2) | U.S. government and agency obligations | |||
Assets: | |||
Assets, Fair Value | [3] | 9,834 | 7,407 |
Significant Other Observable Inputs (Level 2) | Corporate notes and obligations | |||
Assets: | |||
Assets, Fair Value | [3] | 8,594 | 11,070 |
Significant Unobservable Inputs (Level 3) | |||
Assets: | |||
Assets, Fair Value | 0 | 0 | |
Liabilities: | |||
Contingent consideration and related liabilities, fair value | [1] | 260 | 324 |
Liabilities, Fair Value | 260 | 324 | |
Significant Unobservable Inputs (Level 3) | Money market funds | |||
Assets: | |||
Assets, Fair Value | [2] | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Certificates of deposit | |||
Assets: | |||
Assets, Fair Value | [3] | 0 | 0 |
Significant Unobservable Inputs (Level 3) | U.S. government and agency obligations | |||
Assets: | |||
Assets, Fair Value | [3] | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Corporate notes and obligations | |||
Assets: | |||
Assets, Fair Value | [3] | $ 0 | $ 0 |
[1] | Included in accrued expenses on the unaudited condensed consolidated balance sheets. | ||
[2] | Included in cash and cash equivalents on the unaudited condensed consolidated balance sheets. | ||
[3] | Included in short-term investments on the unaudited condensed consolidated balance sheet |
Commitments and Contingencies31
Commitments and Contingencies - Maturity Schedule (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Recorded Unconditional Purchase Obligation [Line Items] | |
Unrecorded Unconditional Purchase Obligation, Due Quarterly In Next Twelve Months | $ 800 |
Unrecorded Unconditional Purchase Obligation, Due within Two Years | 3,008 |
Unrecorded Unconditional Purchase Obligation | 13,500 |
Recorded Unconditional Purchase Obligation, Fiscal Year Maturity Schedule [Abstract] | |
Remainder of 2016 | 3,314 |
2,017 | 4,991 |
2,018 | 3,008 |
2,019 | 3,008 |
2,020 | 3,008 |
2021 and beyond | 0 |
Future minimum payments | 17,329 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
Remainder of 2016 | 1,708 |
2,017 | 3,332 |
2,018 | 3,305 |
2,019 | 2,970 |
2,020 | 3,041 |
2021 and beyond | 5,092 |
Future minimum payments | 19,448 |
Accrued Expenses | |
Recorded Unconditional Purchase Obligation [Line Items] | |
Unrecorded Unconditional Purchase Obligation | 1,100 |
Other Noncurrent Liabilities | |
Recorded Unconditional Purchase Obligation [Line Items] | |
Unrecorded Unconditional Purchase Obligation | 2,200 |
Oracle | |
Recorded Unconditional Purchase Obligation [Line Items] | |
Unrecorded Unconditional Purchase Obligation, Due within Three Years | 3,008 |
Unrecorded Unconditional Purchase Obligation, Due within Four Years | 3,008 |
Unrecorded Unconditional Purchase Obligation, Due within Five Years | 3,008 |
BridgeFront LLC | |
Recorded Unconditional Purchase Obligation, Fiscal Year Maturity Schedule [Abstract] | |
Remainder of 2016 | 400 |
2,017 | $ 500 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Oct. 31, 2014USD ($) | Sep. 30, 2014USD ($) | May 31, 2014USD ($) | |
Contractual cash obligations | ||||||
Repayments of lines of credit | $ 0 | $ 10,481,000 | ||||
Line of credit outstanding | $ 0 | |||||
Dublin (CA) Headquarters | ||||||
Contractual cash obligations | ||||||
Debt instrument, face amount | $ 1,100,000 | |||||
Extension term | 1 year | |||||
Line of Credit | Wells Fargo Credit Agreement | ||||||
Contractual cash obligations | ||||||
Line of credit, borrowing capacity | $ 15,000,000 | $ 10,000,000 | ||||
Minimum liquidity | $ 7,500,000 | $ 7,500,000 | ||||
Line of Credit | Wells Fargo Credit Agreement | Revolving Credit Facility | ||||||
Contractual cash obligations | ||||||
Repayments of lines of credit | $ 10,500,000 | |||||
Required leverage ratio | 3 | |||||
Commitment fee percentage | 0.25% | |||||
Line of Credit | Wells Fargo Credit Agreement | Minimum | ||||||
Contractual cash obligations | ||||||
Line of credit, borrowing capacity | 5,000,000 | |||||
Line of Credit | Wells Fargo Credit Agreement | Minimum | Revolving Credit Facility | ||||||
Contractual cash obligations | ||||||
Basis spread on variable rate | 0.75% | |||||
Line of Credit | Wells Fargo Credit Agreement | Maximum | ||||||
Contractual cash obligations | ||||||
Line of credit, borrowing capacity | $ 10,000,000 | |||||
Line of Credit | Wells Fargo Credit Agreement | Maximum | Revolving Credit Facility | ||||||
Contractual cash obligations | ||||||
Basis spread on variable rate | 2.25% |
Restructuring and Other (Detail
Restructuring and Other (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | $ 86 | $ 118 | $ 402 | $ 234 |
Restructuring Reserve [Roll Forward] | ||||
Balance at the beginning of the period | 17 | 194 | ||
Additions | 405 | 234 | ||
Adjustments | 0 | (7) | ||
Cash Payments | (120) | (305) | ||
Balance at the end of the period | 302 | 116 | 302 | 116 |
Severance and termination-related costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at the beginning of the period | 0 | |||
Additions | 227 | |||
Adjustments | 0 | |||
Cash Payments | (227) | |||
Balance at the end of the period | 0 | 0 | ||
Facilities related costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at the beginning of the period | 17 | 194 | ||
Additions | 405 | 7 | ||
Adjustments | 0 | (7) | ||
Cash Payments | (120) | (78) | ||
Balance at the end of the period | $ 302 | $ 116 | $ 302 | $ 116 |
Net Loss Per Share Net Income (
Net Loss Per Share Net Income (Loss) Per Share (Calculation of basic and diluted net income (loss) per share) (Details) - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share, Diluted | ||||
Anti-dilutive securities excluded from computation of diluted net loss per share (in shares) | 4,610 | 3,497 | 4,380 | 3,729 |
Restricted Stock Units | ||||
Earnings Per Share, Diluted | ||||
Anti-dilutive securities excluded from computation of diluted net loss per share (in shares) | 3,893 | 2,494 | 3,655 | 2,644 |
Stock Options | ||||
Earnings Per Share, Diluted | ||||
Anti-dilutive securities excluded from computation of diluted net loss per share (in shares) | 586 | 934 | 611 | 1,016 |
Antidilutive securities excluded from computation of earnings per share, weighted average exercise price | $ 6.72 | $ 6.12 | $ 6.70 | $ 6.03 |
ESPP shares | ||||
Earnings Per Share, Diluted | ||||
Anti-dilutive securities excluded from computation of diluted net loss per share (in shares) | 131 | 69 | 114 | 69 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2014company | |
Stock-based compensation | |||||
Stock-based compensation expense | $ 7,612 | $ 5,092 | $ 14,065 | $ 9,909 | |
Stock options | |||||
Stock-based compensation | |||||
Stock-based compensation expense | 144 | 147 | 289 | 317 | |
Unrecognized compensation expense, stock options | 600 | $ 600 | |||
Recognition period for compensation expense not yet recognized | 1 year 18 days | ||||
Performance-based awards | |||||
Stock-based compensation | |||||
Stock-based compensation expense | 1,269 | 636 | $ 2,449 | 1,384 | |
Compensation expense not yet recognized | 5,400 | $ 5,400 | |||
Recognition period for compensation expense not yet recognized | 1 year 4 months 28 days | ||||
Service-based awards | |||||
Stock-based compensation | |||||
Stock-based compensation expense | 5,696 | 4,084 | $ 10,454 | 7,728 | |
Compensation expense not yet recognized | 27,900 | $ 27,900 | |||
Recognition period for compensation expense not yet recognized | 2 years 22 days | ||||
ESPP shares | |||||
Stock-based compensation | |||||
Stock-based compensation expense | 503 | $ 225 | $ 873 | $ 480 | |
Compensation expense not yet recognized | 700 | $ 700 | |||
Recognition period for compensation expense not yet recognized | 6 months | ||||
Granted in 2015 | Performance stock units | |||||
Stock-based compensation | |||||
Stock-based compensation expense | 600 | $ 1,100 | |||
Granted in 2014 | Performance stock units | |||||
Stock-based compensation | |||||
Stock-based compensation expense | $ 700 | $ 1,400 | |||
Number of companies in performance index | company | 17 |
Stock-based Compensation (Det36
Stock-based Compensation (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Classification of stock-based compensation expense | ||||
Stock-based compensation expense | $ 7,612 | $ 5,092 | $ 14,065 | $ 9,909 |
Cost of recurring revenues | ||||
Classification of stock-based compensation expense | ||||
Stock-based compensation expense | 453 | 249 | 962 | 537 |
Cost of services and other revenues | ||||
Classification of stock-based compensation expense | ||||
Stock-based compensation expense | 524 | 237 | 1,036 | 579 |
Sales and marketing | ||||
Classification of stock-based compensation expense | ||||
Stock-based compensation expense | 2,144 | 1,157 | 4,298 | 2,615 |
Research and development | ||||
Classification of stock-based compensation expense | ||||
Stock-based compensation expense | 1,171 | 650 | 2,340 | 1,447 |
General and administrative | ||||
Classification of stock-based compensation expense | ||||
Stock-based compensation expense | $ 3,320 | $ 2,799 | $ 5,429 | $ 4,731 |
Stock-based Compensation (Det37
Stock-based Compensation (Details 3) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2015 | Dec. 31, 2014company | |
Stock-based compensation | ||||||
Stock-based compensation expense | $ 7,612 | $ 5,092 | $ 14,065 | $ 9,909 | ||
Performance stock units | ||||||
Stock-based compensation | ||||||
Performance period | 3 years | |||||
Performance stock units | Granted in 2015 | ||||||
Stock-based compensation | ||||||
Stock-based compensation expense | 600 | 1,100 | ||||
Performance stock units | Granted in 2014 | ||||||
Stock-based compensation | ||||||
Stock-based compensation expense | 700 | 1,400 | ||||
Number of companies in performance index | company | 17 | |||||
ESPP shares | ||||||
Stock-based compensation | ||||||
Stock-based compensation expense | $ 503 | $ 225 | $ 873 | $ 480 | ||
Fair value assumptions using the Black-Scholes-Merton valuation model | ||||||
Risk-free interest rate, minimum (as a percent) | 0.42% | 0.07% | ||||
Risk-free interest rate, maximum (as a percent) | 0.51% | 0.25% | ||||
Volatility, minimum (as a percent) | 45.00% | 42.00% | ||||
Volatility, maximum (as a percent) | 50.80% | 46.00% | ||||
Dividend yield (as a percent) | 0.00% | 0.00% | ||||
ESPP shares | Minimum | ||||||
Fair value assumptions using the Black-Scholes-Merton valuation model | ||||||
Expected life (in years) | 6 months | 5 months 27 days | ||||
ESPP shares | Maximum | ||||||
Fair value assumptions using the Black-Scholes-Merton valuation model | ||||||
Expected life (in years) | 1 year | 1 year |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 341 | $ 165 | $ 497 | $ 379 |
Segment, Geographic and Custo39
Segment, Geographic and Customer Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($)customer | Jun. 30, 2016USD ($)segmentcustomer | Jun. 30, 2015USD ($) | |
Segment Reporting [Abstract] | ||||
Number of operating segments | segment | 1 | |||
Revenues by geographic area | ||||
Revenues | $ 49,751 | $ 41,614 | $ 98,129 | $ 81,359 |
Number of customers accounted for more than 10% of total revenues | customer | 0 | 0 | ||
United States | ||||
Revenues by geographic area | ||||
Revenues | 40,732 | $ 33,711 | $ 80,617 | 66,132 |
EMEA | ||||
Revenues by geographic area | ||||
Revenues | 5,452 | 4,780 | 10,328 | 8,461 |
Asia Pacific | ||||
Revenues by geographic area | ||||
Revenues | 2,442 | 2,270 | 4,985 | 4,971 |
Other | ||||
Revenues by geographic area | ||||
Revenues | $ 1,125 | $ 853 | $ 2,199 | $ 1,795 |
Related Party Transactions (Det
Related Party Transactions (Details) - Lithium - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | |
Service Agreements | ||||
Related party transactions | ||||
Agreement term | 3 years | 2 years | ||
Annual subscription recorded in prepaid expense and other current assets | $ 13,000 | $ 17,000 | ||
Related party transaction amount | $ 138,000 | |||
Service Agreements | Affiliated Entity | ||||
Related party transactions | ||||
Agreement term | 1 year | |||
Annual subscription recorded in prepaid expense and other current assets | 5,000 | |||
Related party transaction amount | $ 60,000 | |||
Hosting Agreement | ||||
Related party transactions | ||||
Revenue recongnized in related party transaction | $ 50,000 | 88,000 | ||
Subscription Arrangement | ||||
Related party transactions | ||||
Revenue recongnized in related party transaction | 155,000 | |||
Subscription Arrangement | Affiliated Entity | Prepaid Expenses and Other Current Assets | ||||
Related party transactions | ||||
Annual subscription recorded in prepaid expense and other current assets | $ 152,900 |