Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates—The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue, cost of revenue, and expenses during the reporting period. Actual results could differ from those estimates. |
Foreign Currency Translation | Foreign Currency Translation—The functional currency of the Company’s foreign subsidiaries is the local currency. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the average exchange rate during the period. Translation gains or losses are included as a component of accumulated other comprehensive (loss) income in stockholders’ equity (deficit). Transaction gains or losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income (expense) in the accompanying consolidated results of operations as incurred. For the years ended December 31, 2014, 2013 and 2012, foreign currency transaction (losses) gains of ($1.7) million, $0.6 million, and $0.1 million, respectively, are included in other expenses in the accompanying consolidated statements of operations and comprehensive loss. |
Business Combination | Business Combination—The Company allocates the purchase price to the assets acquired and the liabilities assumed at their estimated fair values as of the date of the acquisition with any excess of the purchase price paid over the estimated fair value of net assets acquired recorded as goodwill. The fair value of the assets acquired and liabilities assumed is typically determined by using either estimates of replacement costs or multiple period excess earnings methods. Contingent payments that are dependent upon post-combination services, if any, are considered separate transactions outside of the business combination and therefore included in the post-combination operating results. Transaction costs in connection with the acquisition are recorded as operating expenses. |
Cash Equivalents and Short-Term Investments | Cash Equivalents and Short-Term Investments—The Company considers all highly liquid investments maturing within 90 days from the date of purchase to be the equivalent of cash for the purpose of balance sheet and statement of cash flows presentation. As of December 31, 2014, $140.1 million of the Company’s cash equivalents were invested in money market funds, and $2.5 million in marketable securities. As of December 31, 2013, $226.1 million of the Company’s cash equivalents were invested in money market funds, and $3.0 million in marketable securities. |
|
Short-term investments in marketable securities are classified as available-for-sale and mature within 12 months from the date of purchase. The Company’s investments in marketable securities are recorded at fair value, with any unrealized gains and losses, net of taxes, reported as a component of stockholders’ equity until realized or until a determination is made that an other-than-temporary decline in market value has occurred. When the Company determines that an other-than-temporary decline has occurred for debt securities that the Company does not then intend to sell, the Company recognizes the credit loss component of an other-than-temporary impairment in other income (expense) and the remaining portion in other comprehensive loss. The credit loss component is identified as the amount of the present value of cash flows not expected to be received over the remaining term of the security, based on cash flow projections. In determining whether an other-than-temporary impairment exists, the Company considers: (i) the length of time and the extent to which the fair value has been less than cost; (ii) the financial condition and near-term prospects of the issuer of the securities; and (iii) the Company’s intent and ability to retain the security for a period of time sufficient to allow for any anticipated recovery in fair value. The cost of marketable securities sold is determined based on the specific identification method and any realized gains or losses on the sale of investments are reflected as a component of interest income or expense. |
Accounts Receivable | Accounts Receivable—Accounts receivable represent trade receivables from customers when the Company has invoiced for software subscriptions and/or services and it has not yet received payment. The Company maintains an allowance for doubtful accounts for the estimated probable losses on uncollectible accounts receivable, and presents accounts receivable net of this allowance. The allowance is based upon a number of factors including the credit worthiness of customers, the Company’s historical experience with customers, the age of the receivable and current market and economic conditions. Such factors are reviewed and updated by the Company on a quarterly basis. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. |
|
Activity within the allowance for doubtful accounts is as follows, (in thousands): |
|
|
| | | | | | | | | | | | |
| | Years Ended December 31, | |
| | 2014 | | | 2013 | | | 2012 | |
Balance at beginning of year | | $ | 459 | | | $ | — | | | $ | — | |
Charges | | | 671 | | | | 497 | | | | — | |
Write-offs | | | (605 | ) | | | (38 | ) | | | — | |
| | | | | | | | | | | | |
Balance at end of year | | $ | 525 | | | $ | 459 | | | $ | — | |
| | | | | | | | | | | | |
Derivative Instruments | Derivative Instruments—The Company is exposed to foreign currency exchange rate risk relating to its ongoing business operations. Forward contracts on various foreign currencies are entered into to manage the foreign currency exchange rate risk and are intended to offset economic exposures of the Company. The Company does not use derivative financial instruments for trading or speculative purposes. The Company does not designate these forward contracts as hedging instruments and these contracts are carried at fair value with changes in value recorded in operations. Cash flows from these forward contracts are reported in the consolidated statement of cash flows under cash flows from operating activities. See Note 6 for further discussion. |
Concentrations of Credit Risk and Significant Customers | Concentrations of Credit Risk and Significant Customers—Financial instruments that potentially expose the Company to concentrations of credit risk include cash, cash equivalents, marketable securities, foreign currency forward contracts and accounts receivable. The Company maintains substantially all of its cash, cash equivalents, marketable securities and foreign currency forward contracts with financial institutions that management believes have high credit standings. To manage credit risk related to accounts receivable, the Company evaluates the allowances for potential credit losses. To date, losses resulting from uncollected receivables have not exceeded management’s expectations. |
|
As of December 31, 2014, no single customer comprised more than 10% of accounts receivable. As of December 31, 2013, the Company had one reseller representing 12% of accounts receivable. During the years ended December 31, 2014, 2013, and 2012, no single customer comprised more than 10% of the Company’s revenue. |
Property and Equipment | Property and Equipment—Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets, which ranges from three to five years. Leasehold improvements are amortized over the lesser of the term of the lease or the useful life of the asset. When assets are retired or disposed of, the assets and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is included in the determination of net income or loss. Maintenance and repair expenditures are charged to expense as incurred. |
Research and Development and Internal Use Software | Research and Development and Internal Use Software—Research and development expenses consist primarily of personnel and related expenses for the Company’s research and development staff, including salaries, benefits, bonuses and stock-based compensation and the cost of certain third party contractor costs. Expenditures for research and development, other than internal use software costs, are expensed as incurred. |
Software development costs associated with internal use software are capitalized when the preliminary project stage is completed, management has decided to make the project a part of its future offering, and the software will be used to perform the function intended. These capitalized costs include external direct costs of services consumed in developing or obtaining internal-use software, personnel and related expenses for employees who are directly associated with and who devote time to internal-use software projects. Capitalization of these costs cease once the project is substantially complete and the software is ready for its intended purpose. Post-configuration training and maintenance costs are expensed as incurred. Capitalized internal use software costs are amortized to cost of revenue using a straight-line method over its estimated useful life of four years, commencing when the software is ready for its intended use. |
During the years ended December 31, 2014 and 2013, no internal use software development cost was capitalized. During the year ended December 31, 2012, $0.2 million of internal use software development cost was capitalized. Capitalized internal use software is included in property and equipment. |
Amortization expense related to internal use software totaled $0.2 million, $0.2 million and $0.1 during the years ended December 31, 2014, 2013 and 2012, respectively. The net book value of capitalized internal use software at December 31, 2014 and 2013 was $0.4 million and $0.6 million, respectively. |
Segment and Geographic Information | Segment and Geographic Information—Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision making group, in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM reviews consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company. The CODM views the Company’s operations and manages its business as one operating segment. |
Information about the Company’s operations in different geographic regions is presented in the tables below (in thousands): |
|
| | | | | | | | | | | | |
| | Year Ended December 31, | |
| | 2014 | | | 2013 | | | 2012 | |
| | | | | (As revised) | | | (As revised) | |
Revenue: | | | | | | | | | | | | |
United States | | $ | 99,085 | | | $ | 63,155 | | | $ | 47,147 | |
Germany | | | 22,218 | | | | 16,521 | | | | 20,578 | |
United Kingdom | | | 18,328 | | | | 13,130 | | | | 9,100 | |
All other international | | | 20,922 | | | | 13,808 | | | | 6,452 | |
| | | | | | | | | | | | |
Total revenue | | $ | 160,553 | | | $ | 106,614 | | | $ | 83,277 | |
| | | | | | | | | | | | |
Long-lived assets (at year end): | | | | | | | | | | | | |
United States | | | 23,214 | | | | 8,814 | | | | 7,976 | |
Germany | | | 455 | | | | 362 | | | | 303 | |
United Kingdom | | | 429 | | | | 554 | | | | 15 | |
All other international | | | 196 | | | | 60 | | | | 83 | |
| | | | | | | | | | | | |
Total long-lived assets | | $ | 24,294 | | | $ | 9,790 | | | $ | 8,377 | |
| | | | | | | | | | | | |
Goodwill and Other Intangible Assets | Goodwill and Purchased Intangible Assets—Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill is reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of the goodwill may not be recoverable. The Company’s annual impairment assessment date is November 30 of each fiscal year. The Company has determined that there is a single reporting unit for the purpose of goodwill impairment tests. The Company utilizes the two-step impairment test when testing goodwill for impairment. Under the first step of this test, the Company compares the fair value of the entity to its carrying value. If the carrying value exceeds the fair value, the Company conducts the second step of this test, in which the implied fair value of the goodwill is compared to its carrying amount. If the carrying amount of goodwill exceeds its implied fair value, an impairment loss would be recognized for the amount of the excess. During the year ended December 31, 2014, no potential impairment was identified under the first step of the test as the fair value of the entity was in excess of its carrying value. There was no goodwill at December 31, 2013. |
|
Purchased intangible assets represent those acquired from business combinations and are deemed to have a definite life. They are amortized over their useful lives, generally ranging from three to five years. The Company evaluates intangible assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset or asset group may not be recoverable. During the year ended December 31, 2014, no such impairment indicator was identified. There were no purchased intangible assets at December 31, 2013. |
Revenue Recognition | Revenue Recognition—The Company generates revenue from sales of its digital commerce solutions that leverage its proprietary technology, which are represented by subscription fees for its ecommerce, order management and predictive intelligence solutions, activation fees and related professional services. Professional services include implementation services, consulting services to support its customers once they are live on the Company’s solution and training. |
|
The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery to customers has occurred or services have been rendered, the fee is fixed or determinable, and collectability is reasonably assured. The Company does not recognize revenue in excess of the amounts for which it has the right to invoice in an annual subscription year. |
|
In most instances, revenue from new customer acquisition is generated under sales agreements with multiple elements, comprised of subscription fees, related activation fees that allow customers to access the solutions, and professional services. The Company evaluates each element in a multiple-element arrangement to determine whether it represents a separate unit of accounting. An element constitutes a separate unit of accounting when the delivered item has standalone value and delivery of the undelivered element is probable and within the Company’s control. Subscriptions have standalone value because they are routinely sold separately by the Company. |
|
Other than the Company’s site readiness assessment offering, the Company’s professional services have standalone value because the Company has sold professional services separately or there are third party vendors that routinely provide similar professional services to its customers on a standalone basis. The Company does not have evidence of standalone value for site readiness assessments because they are not sold on a standalone basis and can only be provided by the Company. |
|
Activation fees provide access to the Company’s digital environment through production launch and are billed during the implementation phase and recorded as deferred revenue until a customer’s subscription period has commenced. Activation fees do not have standalone value because they are only sold in conjunction with a subscription to our ecommerce solutions, they are only sold by the Company, a customer could not resell it, and they do not represent the culmination of a separate earnings process. |
|
The Company allocates revenue to each element in an arrangement based on a selling price hierarchy. The 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 best estimated selling price (“BESP”), if neither VSOE nor TPE is available. As the Company has been unable to establish VSOE or TPE for the elements of its arrangements, the Company establishes the BESP for each element primarily by considering the weighted average of actual sales prices of professional services sold on a standalone basis and subscriptions including various add-on modules when sold together without professional services, and other factors such as gross margin objectives, pricing practices and growth strategy. |
|
Subscriptions include fees derived from contractually committed minimum levels of gross revenue processed by ecommerce customers on the Company’s cloud digital commerce platform, and fees derived from such customers’ gross revenue processed above the minimum contracted levels. Customers do not have the contractual right to take possession of the Company’s cloud software. The consideration allocated to the subscription for the aggregate minimum subscription fee is recognized on a straight-line basis over the subscription term once a customer’s subscription period has commenced. Should an ecommerce customer exceed the specified minimum levels of gross revenue processed, fees for customer gross revenue processed in excess of the committed minimum level are billed for the excess volume. The Company recognizes revenue from the fees it receives for its customers’ gross revenue processed in excess of the committed minimum level in the period in which such gross revenue is processed and earned. |
|
Activation fees and site readiness assessments without standalone value are recognized ratably over the longer of the life of the agreement or the expected customer life, which is currently estimated to be just over six years. The Company evaluates the length of the amortization period based on our experience with customer contract renewals and consideration of the period over which those customers will benefit from the related offerings. |
|
The consideration allocated to professional services with standalone value is recognized as revenue using the proportional performance method. |
|
Deferred revenue primarily consists of the unearned portion of billed subscription and services fees. Once a customer’s subscription period has commenced, the Company typically invoices customers on a monthly or quarterly basis. In addition, the Company often invoices the first year subscription fee in advance upon customer contract execution as an initiation payment. Initiation payments are included in deferred revenue upon payment. |
|
Reimbursable costs received for out-of-pocket expenses are recorded as revenue and cost of revenue in the consolidated statements of operations and comprehensive loss. Sales taxes collected from customers and remitted to government authorities are excluded from revenue. |
|
Cost of Revenue—Cost of subscription revenue primarily consists of hosting costs, data communications expenses, depreciation expenses associated with computer equipment, personnel and related costs, including salaries, bonuses, payroll taxes, recruiting fees and stock compensation, software license fees and amortization expenses associated with capitalized software. In addition, the Company allocates a portion of overhead, such as rent, IT costs, depreciation and amortization and employee benefits costs, to cost of revenue based on headcount. |
|
Cost of services revenue primarily consists of personnel and related costs, third party contractors and allocated overhead. The Company’s cost of services revenue is expensed as the costs are incurred. |
Cost of Revenue | Cost of Revenue—Cost of subscription revenue primarily consists of hosting costs, data communications expenses, depreciation expenses associated with computer equipment, personnel and related costs, including salaries, bonuses, payroll taxes, recruiting fees and stock compensation, software license fees and amortization expenses associated with capitalized software. In addition, the Company allocates a portion of overhead, such as rent, IT costs, depreciation and amortization and employee benefits costs, to cost of revenue based on headcount. |
|
Cost of services revenue primarily consists of personnel and related costs, third party contractors and allocated overhead. The Company’s cost of services revenue is expensed as the costs are incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets—The Company considers whether indicators of impairment of its long-lived assets are present. If such indicators are present, the Company determines whether the sum of the estimated undiscounted future cash flows attributable to such assets is less than their carrying amount, and if so, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value. To date, no such impairment has occurred. |
Advertising | Advertising—Advertising costs are charged to operations as incurred and include direct marketing, events, public relations, sales collateral materials and partner programs. Advertising expense was approximately $8.4 million, $6.2 million and $4.0 million for the years ended December 31, 2014, 2013 and 2012, respectively. |
Income Taxes | Income Taxes—Deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax bases of assets and liabilities using rates anticipated to be in effect when such temporary differences reverse. A valuation allowance against deferred tax assets is recorded, based upon the available evidence, if it is more likely than not that some or all of the deferred tax assets will not be realized. The Company assesses its income tax positions and records tax benefits based upon management’s evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, the Company records the largest amount of tax benefit with a greater than 50 percent likelihood of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit is recognized in the financial statements. The unrecognized tax benefits are currently presented as a reduction to the deferred tax assets in the financial statements, unless the uncertainty is expected to be resolved within one year. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense. |
Stock-Based Compensation | Stock-Based Compensation—The Company accounts for all stock options granted to employees and nonemployees using a fair value method. The Black-Scholes option pricing model is used to determine the fair value of the award, which is then recognized on a straight-line basis over the requisite services period, which is the vesting period of the award. The measurement date for employee awards is the date of the grant, and the measurement date for nonemployee awards is the date the performance or services are completed. |
Other Comprehensive (Loss) Income | Other Comprehensive (Loss) Income—Other comprehensive (loss) income consists of foreign currency translation adjustments and unrealized gains or losses on marketable securities. |
Warranties | Warranties—The Company includes service level commitments to its customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits in the event that the Company fails to meet those levels. To date, the Company has not incurred any material costs as a result of such commitments. |
Commissions | Commissions—The Company recognizes commission expense related to subscriptions in the period in which the contract is signed. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements— |
In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”. The comprehensive new standard will supersede existing revenue recognition guidance and require revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the Company expects to be entitled in exchange for those goods or services. The guidance will also require that certain contract costs incurred to obtain or fulfill a contract, such as sales commissions, be capitalized as an asset and amortized as revenue is recognized. Adoption of the new rules could affect the timing of both revenue recognition and the recognition of contract costs for certain transactions. The guidance permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. For the Company, the new standard will be effective January 1, 2017. The Company is currently evaluating the impact of adoption and the implementation approach to be used. |