Summary of Significant Accounting Policies and Practices | 6 Months Ended |
Jun. 30, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Summary of Significant Accounting Policies and Practices | ' |
Summary of Significant Accounting Policies and Practices |
(a) Basis of Presentation and Principles of Consolidation |
The accompanying unaudited consolidated financial statements and footnotes have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States (GAAP) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement have been included. The accompanying consolidated financial statements include our accounts and those of our wholly-owned subsidiaries located in India, China and the United Kingdom. All significant intercompany balances and transactions have been eliminated in consolidation. The results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014 or for other interim periods or future years. The consolidated balance sheet as of December 31, 2013 is derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our prospectus dated March 20, 2014, filed with the Securities and Exchange Commission (SEC) on March 24, 2014 pursuant to Rule 424(b)(4) under the Securities Act. |
(b) Initial Public Offering |
On March 26, 2014, we closed our initial public offering (IPO) of 8,500,299 shares of common stock, including 1,108,734 shares sold pursuant to the underwriters’ option to purchase additional shares. Of the total shares sold, 3,717,429 shares were sold by selling stockholders, and we did not receive any of the proceeds of such sales. The public offering price of the shares sold in our IPO was $13.00 per share. Immediately prior to the closing of our IPO, all outstanding shares of our redeemable convertible preferred stock converted to 13,993,566 shares of common stock and 808,622 shares of common stock were issued in satisfaction of accrued but unpaid dividends to preferred stockholders. Our shares of common stock are traded on the New York Stock Exchange under the symbol “AMBR”. We received proceeds from our IPO of $57,824,899, net of underwriting discounts and commissions, but before offering expenses of $4,745,394. |
(c) Reverse Stock Split |
On March 4, 2014, our board of directors approved a 1-for-1.497 reverse stock split of our common stock. The reverse stock split became effective upon filing of an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware on March 4, 2014. The conversion value of our Series A, Series B, Series C, Series D, and Series E Redeemable Convertible Preferred Stock and the number of shares subject to and the exercise price of our outstanding options and warrants were adjusted to proportionately reflect the split. All common stock, restricted common stock share and per-share data included in these financial statements give effect to the reverse stock split and have been adjusted retroactively for all periods presented. |
(d) Use of Estimates |
The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include the carrying amount of intangibles and goodwill; valuation allowance for receivables and deferred income tax assets; revenue; capitalization of software costs; and valuation of share-based payments. Actual results could differ from those estimates. |
(e) Cash and Cash Equivalents |
We consider all highly liquid investments with original maturities of three months or less at the balance sheet date to be cash equivalents. Cash and cash equivalents at June 30, 2014 and December 31, 2013 consist of the following: |
| | | | | | | | |
| | | | | | | | | | | | | | | |
| June 30, | | December 31, | | | | | | | | |
| | | | | | | |
| 2014 | | 2013 | | | | | | | | |
| | | | | | | |
Cash and cash equivalents | $ | 41,250,563 | | | $ | 5,147,360 | | | | | | | | | |
| | | | | | | |
Money market accounts | 55,769 | | | 375 | | | | | | | | | |
| | | | | | | |
| $ | 41,306,332 | | | $ | 5,147,735 | | | | | | | | | |
| | | | | | | |
(f) Fair Value of Financial Instruments and Fair Value Measurements |
Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses. Management believes that the carrying values of these instruments are representative of their fair value due to the relatively short-term nature of those instruments. |
We follow FASB accounting guidance on fair value measurements for financial assets and liabilities measured on a recurring basis. ASC 820, Fair Value Measurements, among other things, defines fair value, establishes a framework for measuring fair value, and requires disclosure about such fair value measurements. Assets and liabilities measured at fair value are based on one or more of three valuation techniques provided for in the standards. The three value techniques are as follows: |
| | | | | | | | | | | | | | | |
Market Approach | — Prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities; | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Income Approach | — Techniques to convert future amounts to a single present amount based on market expectations (including present value techniques and option pricing models); and | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Cost Approach | — Amount that currently would be required to replace the service capacity of an asset (often referred to as replacement cost). | | | | | | | | | | | | | | |
The standards clarify that fair value is an exit price, representing the amount that would be received to sell an asset, based on the highest and best use of the asset, or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for evaluating such assumptions, the standards establish a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value as follows: |
Level 1 — Quoted prices in active markets for identical assets or liabilities; |
Level 2 — Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; or |
Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions about what market participants would use in pricing the asset or liability. |
|
|
|
|
|
|
|
The following tables provide the financial assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2014 and December 31, 2013: |
|
| | | | | | | | | | | | | | | |
| | | Fair Value Measurements Using |
| Total | | Quoted | | Significant | | |
| Carrying | | Prices in | | Other | | Significant |
| Value | | Active | | Observable | | Unobservable |
| June 30, | | Markets | | Inputs | | Inputs |
| 2014 | | (Level 1) | | (Level 2) | | (Level 3) |
Assets: | | | | | | | |
Cash equivalents: | | | | | | | |
Money market accounts | $ | 55,769 | | | $ | 55,769 | | | $ | — | | | $ | — | |
|
Restricted cash: | | | | | | | |
Money market accounts | 282,050 | | | 282,050 | | | — | | | — | |
|
Total assets measured at fair value on a recurring basis | $ | 337,819 | | | $ | 337,819 | | | $ | — | | | $ | — | |
|
| | | | | | | |
Liabilities: | | | | | | | |
Acquisition contingent consideration liability | $ | 428,719 | | | $ | — | | | $ | — | | | $ | 428,719 | |
|
Total liabilities measured at fair value on a recurring basis | $ | 428,719 | | | $ | — | | | $ | — | | | $ | 428,719 | |
|
|
|
| | | | | | | | | | | | | | | |
| | | Fair Value Measurements Using |
| Total | | Quoted | | Significant | | |
| Carrying | | Prices in | | Other | | Significant |
| Value | | Active | | Observable | | Unobservable |
| December 31, | | Markets | | Inputs | | Inputs |
| 2013 | | (Level 1) | | (Level 2) | | (Level 3) |
Assets: | | | | | | | |
Cash equivalents: | | | | | | | |
Money market accounts | $ | 375 | | | $ | 375 | | | $ | — | | | $ | — | |
|
Restricted cash: | | | | | | | |
Money market accounts | 338,459 | | | 338,459 | | | — | | | — | |
|
Total assets measured at fair value on a recurring basis | $ | 338,834 | | | $ | 338,834 | | | $ | — | | | $ | — | |
|
| | | | | | | |
Liabilities: | | | | | | | |
Acquisition contingent consideration liability | $ | 331,296 | | | $ | — | | | $ | — | | | $ | 331,296 | |
|
Warrants | 1,726,862 | | | — | | | — | | | 1,726,862 | |
|
Total liabilities measured at fair value on a recurring basis | $ | 2,058,158 | | | $ | — | | | $ | — | | | $ | 2,058,158 | |
|
Acquisition contingent consideration liability is measured at fair value and is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions we believe would be made by a market participant. |
For 2013, the change in the value of the warrant liability in the table below is based on changes in fair value as determined using Level 3 inputs. The changes in fair value are primarily the result of increases in the fair value of our common stock. The reconciliation of the warrant liability and the acquisition contingent consideration liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows: |
| | | | | | | | |
| | | | | | | | | | | | | | | |
| | | Acquisition | | | | | | | | |
| | | Contingent | | | | | | | | |
| Warrant | | Consideration | | | | | | | | |
| Liability | | Liability | | | | | | | | |
Balance at December 31, 2013 | $ | 1,726,862 | | | $ | 331,296 | | | | | | | | | |
| | | | | | | |
Mark to estimated fair value recorded as general and administrative expense | 1,244,635 | | | 97,423 | | | | | | | | | |
| | | | | | | |
Exercise of common stock warrants | (2,971,497 | ) | | — | | | | | | | | | |
| | | | | | | |
Balance at June 30, 2014 | $ | — | | | $ | 428,719 | | | | | | | | | |
| | | | | | | |
(g) Accounts Receivable and Allowance for Doubtful Accounts |
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on historical write-off experience, the industry, and the economy. We review our allowance for doubtful accounts monthly. Past-due balances over 90 days and over a specified amount are reviewed individually for collectibility. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We do not have any off-balance-sheet credit exposure related to our customers. |
We record unbilled receivables for contracts on which revenue has been recognized, but for which the customer has not yet been billed. |
(h) Major Customers and Concentrations of Credit Risk |
Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. We invest our excess cash with a large high-credit-quality financial institution. Our customer base is principally comprised of enterprise and mid-market companies within the global trade industry. We do not require collateral from our customers. The following customers comprised 10% or more of our total revenue and of our accounts receivable for the periods indicated: |
| | | | | | |
| | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended | | | | | | |
| June 30, | | June 30, | | | | | | |
| 2014 | | 2013 | | 2014 | | 2013 | | | | | | |
Revenue: | | | | | | | | | | | | | |
Company A | * | | 10% | | * | | | 11 | % | | | | | | |
| | | | | |
Company B | 11% | | * | | 10 | % | | * | | | | | | | |
| | | | | |
| | | | | | | | | | |
| | | | | | | | | | | | | | | |
| June 30, | | December 31, | | | | | | | | | | |
| 2014 | | 2013 | | | | | | | | | | |
Accounts Receivable: | | | | | | | | | | | | | |
Company A | * | | | 13 | % | | | | | | | | | | |
| | | | | | | | | |
Company B | 26 | % | | * | | | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | | | | | |
* Less than 10% | | | | | | | | | | | | | |
(i) Revenue |
We primarily generate revenue from the sale of subscriptions and subscription-related professional services. In instances involving subscriptions, revenue is generated under customer contracts with multiple elements, which are comprised of (1) subscription fees that provide the customers with access to our on-demand application and content, unspecified solution and content upgrades, and customer support, (2) professional services associated with consulting services (primarily implementation services) and (3) transaction-related fees (including publishing services). Our initial customer contracts have contract terms from, typically, three to five years in length. Typically, the customer does not take possession of the software nor does the customer have the right to take possession of the software supporting the on-demand application service. However, in certain instances, we have customers that take possession of the software whereby the application is installed on the customer’s premises. Our subscription service arrangements typically may only be terminated for cause and do not contain refund provisions. |
We provide our software as a service and follow the provisions of ASC Topic 605, Revenue Recognition (ASC 605) and ASC Topic 985, Software (ASC 985). We commence revenue recognition when all of the following conditions are met: |
| | | | | | | | | | | | | | | |
• | There is persuasive evidence of an arrangement; | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
• | The service has been or is being provided to the customer; | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
• | The collection of the fees is probable; and | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
• | The amount of fees to be paid by the customer is fixed or determinable. | | | | | | | | | | | | | | |
The subscription fees typically begin the first month following contract execution, whether or not we have completed the solution’s implementation. In addition, typically, any services performed by us for our customers are not essential to the functionality of our products. |
Subscription Revenue |
Subscription revenue is recognized ratably over contract terms beginning on the commencement date of each contract, which is the date our service is made available to customers. 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. Transaction-related revenue is recognized as the transactions occur. |
Professional Services Revenue |
The majority of professional services contracts are on a time and material basis. When these services are not combined with subscription revenue as a single unit of accounting, as discussed below, this revenue is recognized as the services are rendered for time and material contracts, and when the milestones are achieved and accepted by the customer for fixed price contracts. |
Multiple-Deliverable Arrangements |
We enter into arrangements with multiple deliverables that generally include subscription, professional services (primarily implementation) as well as transaction-related fees. |
Prior to January 1, 2010, the deliverables in multiple-deliverable arrangements were accounted for separately if the delivered items had stand-alone value and there was objective and reliable evidence of fair value for the undelivered items. If the deliverables in a multiple-deliverable arrangement could not be accounted for separately, the total arrangement fee was recognized ratably as a single unit of accounting over the contracted term of the subscription agreement. A significant portion of our multiple-deliverable arrangements were accounted for as a single unit of accounting because there was no objective and reliable evidence of fair value for certain of the deliverables. Additionally, in these situations, we expensed the direct costs of the professional services arrangement as incurred whereas the revenue from the services was recognized over the contracted terms of the subscription. |
In October 2009, the FASB issued Accounting Standards Update No. 2009-13, Revenue Recognition (Topic 605), Multiple-Deliverable Revenue Arrangements—a consensus of the FASB Emerging Issues Task Force (ASU 2009-13) which amended the previous multiple-deliverable arrangements accounting guidance. Pursuant to the updated guidance, objective and reliable evidence of fair value of the deliverables to be delivered was no longer required in order to account for deliverables in a multiple-deliverable arrangement separately. Instead, arrangement consideration is allocated to deliverables based on their relative selling price. |
We adopted this accounting guidance on January 1, 2010, for applicable arrangements entered into or materially modified after January 1, 2010 (the beginning of our fiscal year). Under the updated accounting guidance, in order to treat deliverables in a multiple-deliverable arrangement as separate units of accounting, the deliverables must have stand-alone value upon delivery. If the deliverables have stand-alone value upon delivery, we account for each deliverable separately. Subscription services have standalone value as such services are often sold separately. In determining whether professional services have standalone value, we consider the following factors for each professional services agreement: availability of the services from other vendors, the nature of the professional services, the timing of when the professional services contract was signed in comparison to the subscription service start date, and the contractual dependence of the subscription service on the customer’s satisfaction with the professional services work. To date, we have concluded that all of the professional services included in multiple-deliverable arrangements executed have stand-alone value. |
As a result of the adoption of ASU 2009-13, we allocate 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 estimated selling prices (ESP), if neither VSOE nor TPE is available. As we have been unable to establish VSOE or TPE for the elements of its arrangements, we establish the ESP for each element primarily by considering the weighted average of actual sales prices of professional services sold on a standalone basis and subscription including various add-on modules if and when sold together without professional services, and other factors such as gross margin objectives, pricing practice and growth strategy. We have established processes to determine ESP and allocate revenue in multiple arrangements using ESP. |
For those contracts in which the customer accesses our software via an on-demand application, we account for these contracts in accordance with ASC 605-25, Revenue Recognition—Multiple- Element Arrangements. The majority of these agreements represent multiple-element arrangements, and we evaluate each element to determine whether it represents a separate unit of accounting. The consideration allocated to subscription is recognized as revenue ratably over the contract period. The consideration allocated to professional services is recognized as the services are performed, which is typically over the first three to six months of an arrangement. |
For those contracts in which the customer takes possession of the software, we account for such transactions in accordance with ASC 985, Software. We account for these contracts as subscriptions and recognize the entire arrangement fee (subscription and services) ratably over the term of the agreement. In addition, as we do not have VSOE for services, any add-on services entered into during the term of the subscription are recognized over the remaining term of the agreement. |
Other Revenue Items |
Sales tax collected from customers and remitted to governmental authorities is accounted for on a net basis and, therefore, is not included in revenue and cost of revenue in the consolidated statements of operations. We classify customer reimbursements received for direct costs paid to third parties and related expenses as revenue, in accordance with ASC 605. The amounts included in professional services revenue and cost of professional services revenue for the three months ended June 30, 2014 and 2013, and the six months ended June 30, 2014 and 2013 were $160,621, $119,314, and $293,737, $213,686, respectively. |
(j) Cost of Revenue |
Cost of subscription revenue. Cost of subscription revenue consists primarily of personnel and related costs of our hosting, support, and content teams, including salaries, benefits, bonuses, payroll taxes, stock-based compensation and allocated overhead, as well as software license fees, hosting costs, Internet connectivity, and depreciation expenses directly related to delivering solutions, as well as amortization of capitalized software development costs. As we add data center capacity and personnel in advance of anticipated growth, our cost of subscription revenue may increase. Our cost of subscription revenue is generally expensed as the costs are incurred. |
Cost of professional services revenue. Cost of professional services revenue consists primarily of personnel and related costs, including salaries, benefits, bonuses, payroll taxes, stock-based compensation, the costs of contracted third-party vendors, reimbursable expenses and allocated overhead. As our personnel are employed on a full-time basis, our cost of professional services is largely fixed in the short term, while our professional services revenue may fluctuate, leading to fluctuations in professional services gross profit. Cost of professional services revenue is generally expensed as costs are incurred. |
(k) Deferred Commissions |
We defer commission costs that are incremental and directly related to the acquisition of customer contracts. Commission costs are accrued and deferred upon execution of the sales contract by the customer. Payments to sales personnel are made shortly after the receipt of the related customer payment. Deferred commissions are amortized over the term of the related noncancelable customer contract and are recoverable through the related future revenue streams. Our commission costs deferred for the three months ended June 30, 2014 and 2013, and the six months ended June 30, 2014 and 2013 were $1,191,516, $2,946,686, and $1,969,429, $3,195,152 respectively. Amortization of deferred commissions for the three months ended June 30, 2014 and 2013, and the six months ended June 30, 2014 and 2013 were $911,606, $656,841, and $1,959,995, $1,374,111, respectively. |
(l) Stock-Based Compensation |
We recognize stock-based compensation as an expense in the consolidated financial statements and measure that cost based on the estimated grant-date fair value using the Black-Scholes option pricing model. |
|
(m) Geographic Information |
Revenue by geographic area is as follows: |
|
| | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, | | June 30, |
Country | 2014 | | 2013 | | 2014 | | 2013 |
|
United States | $ | 13,702,940 | | | $ | 10,663,946 | | | $ | 26,850,532 | | | $ | 21,150,449 | |
|
International | 2,106,005 | | | 1,277,440 | | | 3,947,421 | | | 2,384,001 | |
|
Total revenue | $ | 15,808,945 | | | $ | 11,941,386 | | | $ | 30,797,953 | | | $ | 23,534,450 | |
|
Approximately one percent of long-lived assets are located outside of the United States. |
(n) Recent Accounting Pronouncements |
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers. ASU 2014-09 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective retrospectively for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, with early application not permitted. We are currently assessing the impact the adoption of this update will have on our consolidated financial statements. |
In July 2013, the FASB issued ASU 2013-11 Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The new guidance is effective for fiscal years and interim periods beginning after December 15, 2013. The adoption of ASU 2013-11 in 2014 did not have a material impact on our consolidated financial statements. |