Document and Entity Information
Document and Entity Information Document - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 29, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Amber Road, Inc. | ||
Entity Central Index Key | 1,314,223 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 26,326,947 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 64,472,887 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Assets | ||
Cash and cash equivalents | $ 17,854,523 | $ 41,242,200 |
Accounts receivable, net | 18,308,547 | 15,645,386 |
Unbilled receivables | 1,024,861 | 254,243 |
Deferred commissions | 3,767,432 | 3,322,553 |
Prepaid expenses and other current assets | 2,058,430 | 1,445,964 |
Total current assets | 43,013,793 | 61,910,346 |
Property and equipment, net | 12,180,109 | 12,918,540 |
Goodwill | 43,913,185 | 24,476,157 |
Other intangibles, net | 7,673,661 | 1,011,526 |
Deferred commissions | 7,007,518 | 6,906,165 |
Deposits and other assets | 953,736 | 1,007,923 |
Total assets | 114,742,002 | 108,230,657 |
Current liabilities: | ||
Accounts payable | 1,451,463 | 1,733,209 |
Accrued expenses | 8,805,159 | 8,043,759 |
Current portion of capital lease obligations | 1,598,450 | 1,321,610 |
Deferred revenue | 30,532,404 | 26,168,358 |
Current portion of term loan, net of discount | 366,667 | 0 |
Total current liabilities | 42,754,143 | 37,266,936 |
Capital lease obligations, less current portion | 1,916,944 | 2,141,584 |
Deferred revenue, less current portion | 2,393,345 | 1,753,886 |
Term loan, net of discount, less current portion | 14,271,527 | 0 |
Revolving credit facility | 5,000,000 | 0 |
Other noncurrent liabilities | 3,909,728 | 2,109,544 |
Total liabilities | $ 70,245,687 | $ 43,271,950 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; issued and outstanding 26,260,459 and 25,765,792 shares at December 31, 2015 and 2014, respectively | $ 26,261 | $ 25,766 |
Additional paid-in capital | 181,457,089 | 173,665,585 |
Accumulated other comprehensive loss | (783,209) | (607,492) |
Accumulated deficit | (136,203,826) | (108,125,152) |
Total stockholders’ equity | 44,496,315 | 64,958,707 |
Total liabilities and stockholders’ equity | $ 114,742,002 | $ 108,230,657 |
Consolidated Balance Sheets Con
Consolidated Balance Sheets Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 26,260,459 | 25,765,792 |
Common stock, shares outstanding (in shares) | 26,260,459 | 25,765,792 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Revenue: | ||||
Subscription | $ 47,067,117 | $ 45,142,117 | $ 38,866,989 | |
Professional services | 20,042,803 | 19,691,349 | 13,660,000 | |
Total revenue | 67,109,920 | 64,833,466 | 52,526,989 | |
Cost of revenue | ||||
Cost of subscription revenue | [1] | 20,041,196 | 14,586,245 | 12,747,971 |
Cost of professional services revenue | [1] | 16,852,844 | 12,901,935 | 9,498,225 |
Total cost of revenue | 36,894,040 | 27,488,180 | 22,246,196 | |
Gross profit | 30,215,880 | 37,345,286 | 30,280,793 | |
Operating expenses | ||||
Sales and marketing | [1] | 24,200,504 | 20,033,251 | 16,246,583 |
Research and development | [1] | 16,448,625 | 9,745,137 | 7,935,614 |
General and administrative | [1] | 16,528,568 | 15,761,895 | 10,468,776 |
Restricted stock expense | 0 | 18,683,277 | 9,327,594 | |
Total operating expenses | 57,177,697 | 64,223,560 | 43,978,567 | |
Loss from operations | (26,961,817) | (26,878,274) | (13,697,774) | |
Interest income | 61,414 | 2,009 | 18,432 | |
Interest expense | (910,046) | (275,074) | (168,810) | |
Loss before income taxes | (27,810,449) | (27,151,339) | (13,848,152) | |
Income tax expense | 268,225 | 552,619 | 549,718 | |
Net loss | (28,078,674) | (27,703,958) | (14,397,870) | |
Accretion of redeemable convertible preferred stock and puttable common stock | 0 | (2,416,505) | (4,849,607) | |
Net loss attributable to common stockholders | $ (28,078,674) | $ (30,120,463) | $ (19,247,477) | |
Net loss per common share (Note 11): | ||||
Basic and diluted (USD per share) | $ (1.07) | $ (1.46) | $ (5.11) | |
Weighted-average common shares outstanding (Note 11): | ||||
Basic and diluted (in shares) | 26,152,301 | 20,623,760 | 3,763,562 | |
[1] | (1) Includes stock-based compensation as follows: Year Ended December 31, 2015 2014 2013Cost of subscription revenue$766,498 $289,611 $80,204Cost of professional services revenue515,354 189,598 40,037Sales and marketing821,177 346,545 76,912Research and development1,077,638 486,031 62,387General and administrative3,279,635 1,434,988 262,044 $6,460,302 $2,746,773 $521,584 |
Consolidated Statements of Ope5
Consolidated Statements of Operations Stock Compensation Allocation - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | $ 6,460,302 | $ 2,746,773 | $ 521,584 |
Cost of Subscription Revenue [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | 766,498 | 289,611 | 80,204 |
Cost of Professional Services [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | 515,354 | 189,598 | 40,037 |
Selling and Marketing Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | 821,177 | 346,545 | 76,912 |
Research and Development Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | 1,077,638 | 486,031 | 62,387 |
General and Administrative Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | $ 3,279,635 | $ 1,434,988 | $ 262,044 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss Statement - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (28,078,674) | $ (27,703,958) | $ (14,397,870) |
Other comprehensive loss: | |||
Foreign currency translation | (175,717) | (121,575) | (305,133) |
Total other comprehensive loss | (175,717) | (121,575) | (305,133) |
Comprehensive loss | $ (28,254,391) | $ (27,825,533) | $ (14,703,003) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Deficit) Statement - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Shares, beginning balance at Dec. 31, 2012 | 4,926,419 | ||||
Stockholders' Equity, beginning balance at Dec. 31, 2012 | $ (53,572,150) | $ 5,342,267 | $ 0 | $ (180,784) | $ (58,733,633) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (14,397,870) | (14,397,870) | |||
Other comprehensive loss | (305,133) | (305,133) | |||
Increase in Carrying Amount of Redeemable Preferred Stock | $ (4,849,607) | (4,849,607) | |||
Exercise of common stock options (in shares) | 79,492 | 79,492 | |||
Exercise of common stock options | $ 29,750 | $ 29,750 | |||
Exercise of common stock options | 9,327,594 | 9,327,594 | |||
Exercise of common stock warrant | 521,584 | $ 521,584 | |||
Reclassification of puttable common stock into common stock | (35,651) | (35,651) | |||
Shares, ending balance at Dec. 31, 2013 | 5,005,911 | ||||
Stockholders' Equity, ending balance at Dec. 31, 2013 | (63,281,483) | $ 15,221,195 | 0 | (485,917) | (78,016,761) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (27,703,958) | (27,703,958) | |||
Other comprehensive loss | (121,575) | (121,575) | |||
Increase in Carrying Amount of Redeemable Preferred Stock | (2,380,858) | (2,380,858) | |||
Accretion of redeemable convertible preferred stock | $ 0 | $ (15,216,189) | 15,216,189 | ||
Exercise of common stock options (in shares) | 767,593 | 767,593 | |||
Exercise of common stock options | $ 1,568,137 | $ 768 | 1,567,369 | ||
Exercise of common stock options | 18,683,277 | 18,683,277 | |||
Exercise of common stock warrant | 2,746,773 | 2,746,773 | |||
Exercise of common stock warrant (shares) | 196,304 | ||||
Exercise of common stock warrants | 3,011,908 | $ 196 | 3,011,712 | ||
Accretion of puttable common stock (in shares) | 197,914 | ||||
Reclassification of puttable common stock into common stock | 2,160,079 | $ 198 | 2,183,456 | (23,575) | |
Redeemable convertible preferred stock converted to common stock (in shares) | 14,802,188 | ||||
Issuance of common stock for initial public offering | 77,154,211 | $ 14,802 | 77,139,409 | ||
Stocked issued during period (in shares) | 4,782,870 | ||||
Common stock issued for IPO | 53,079,504 | $ 4,783 | 53,074,721 | ||
Common stock issued for contingent consideration (shares) | 13,012 | ||||
Common stock issued for contingent consideration | 0 | $ 13 | (13) | ||
Stock compensation for contingent consideration | 42,692 | 42,692 | |||
Shares, ending balance at Dec. 31, 2014 | 25,765,792 | ||||
Stockholders' Equity, ending balance at Dec. 31, 2014 | 64,958,707 | $ 25,766 | 173,665,585 | (607,492) | (108,125,152) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (28,078,674) | (28,078,674) | |||
Other comprehensive loss | $ (175,717) | (175,717) | |||
Exercise of common stock options (in shares) | 462,703 | 462,703 | |||
Exercise of common stock options | $ 1,299,427 | $ 463 | 1,298,964 | ||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 24,452 | ||||
Stock Issued During Period, Value, Share-based Compensation, Gross | 0 | $ 24 | (24) | ||
Shares Paid for Tax Withholding for Share Based Compensation | (5,500) | ||||
Adjustments Related to Tax Withholding for Share-based Compensation | (22,494) | $ (5) | (22,489) | ||
Exercise of common stock warrant | 6,460,302 | 6,460,302 | |||
Stocked issued during period (in shares) | 13,012 | ||||
Common stock issued for IPO | 0 | $ 13 | (13) | ||
Stock compensation for contingent consideration | 54,764 | 54,764 | |||
Shares, ending balance at Dec. 31, 2015 | 26,260,459 | ||||
Stockholders' Equity, ending balance at Dec. 31, 2015 | $ 44,496,315 | $ 26,261 | $ 181,457,089 | $ (783,209) | $ (136,203,826) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net loss | $ (28,078,674) | $ (27,703,958) | $ (14,397,870) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 7,575,783 | 4,896,713 | 3,791,973 |
Bad debt expense | 80,571 | 47,006 | 46,500 |
Stock-based compensation | 6,460,302 | 2,746,773 | 521,584 |
Restricted stock non-cash compensation | 0 | 18,683,277 | 9,327,594 |
Compensation related to puttable common stock | 54,764 | 54,764 | 18,255 |
Acquisition related deferred compensation | 946,590 | 0 | 0 |
Changes in fair value of contingent consideration liability | (1,350,441) | (43,855) | 106,244 |
Non-cash interest expense related to debt | 0 | 0 | 23,227 |
Change in fair value of warrant liability | 0 | 1,244,635 | 1,600,176 |
Amortization of debt financing costs and accretion of debt discount | 56,382 | 43,858 | 0 |
Other Operating Activities, Cash Flow Statement | 0 | 11,964 | 30,261 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (876,273) | (4,684,880) | (1,004,874) |
Unbilled receivables | (782,691) | (113,471) | 96,170 |
Prepaid expenses and other assets | (863,713) | (801,221) | (3,274,161) |
Accounts payable | (316,655) | (182,112) | 431,342 |
Accrued expenses | (304,962) | 432,225 | 3,232,110 |
Other liabilities | (281,876) | (102,032) | (64,266) |
Deferred revenue | 4,451,731 | (2,833,077) | 504,824 |
Net cash provided by (used in) operating activities | (13,229,162) | (8,303,391) | 989,089 |
Cash flows from investing activities: | |||
Capital expenditures | (1,385,082) | (723,475) | (327,024) |
Addition of capitalized software development costs | (1,926,302) | (1,970,963) | (2,409,325) |
Addition of intangible assets | (275,000) | 0 | 0 |
Acquisition, net of cash acquired of $1,569,867 and $85,310 | (25,717,078) | 0 | (1,914,768) |
Cash (paid) received for deposits | (21,989) | 226,690 | (534,919) |
Decrease in restricted cash | 112,815 | 56,409 | 0 |
Net cash used in investing activities | (29,212,636) | (2,411,339) | (5,186,036) |
Cash flows from financing activities: | |||
Proceeds from revolving line of credit | 5,000,000 | 0 | 7,478,525 |
Payments on revolving line of credit | 0 | (6,978,525) | (500,000) |
Proceeds from term loan | 20,000,000 | 0 | 0 |
Payments on term loan | (5,343,750) | 0 | 0 |
Debt discount and financing costs | (188,743) | 0 | (51,764) |
Repayments on capital lease obligations | (1,493,664) | (1,246,226) | (1,022,176) |
Proceeds from the exercise of stock options | 1,299,427 | 1,568,137 | 29,750 |
Taxes paid related to net share settlement | (22,494) | 0 | 0 |
Proceeds from the exercise of common stock warrant | 0 | 40,452 | 0 |
Payment of offering costs | 0 | (4,266,455) | (478,939) |
Proceeds from initial public offering, net of underwriting discounts and commissions | 0 | 57,824,899 | 0 |
Net cash provided by financing activities | 19,250,776 | 46,942,282 | 5,455,396 |
Effect of exchange rate on cash and cash equivalents | (196,655) | (133,087) | (390,535) |
Net increase (decrease) in cash and cash equivalents | (23,387,677) | 36,094,465 | 867,914 |
Cash and cash equivalents at beginning of period | 41,242,200 | 5,147,735 | 4,279,821 |
Cash and cash equivalents at end of period | 17,854,523 | 41,242,200 | 5,147,735 |
Supplemental disclosures of cash flow information: | |||
Accretion of Series E Preferred Stock | 0 | 2,289,793 | 4,743,956 |
Accretion of Series A, B, C, D and E issuance costs | 0 | 91,065 | 105,651 |
Accretion of puttable common stock | 0 | 35,647 | 0 |
Cash paid for interest | 858,007 | 275,074 | 145,207 |
Non-cash property and equipment acquired under capital lease | 1,545,864 | 1,618,936 | 3,532,086 |
Non-cash property and equipment and intangible asset purchases in accounts payable | 368,614 | 236,398 | 112,111 |
Non-cash deferred offering costs in accounts payable and accrued expenses | 0 | 0 | 2,307,437 |
Non-cash conversion of Series A, B, C, D and E preferred stock | 0 | 77,139,409 | 0 |
Non-cash acquisition contingent consideration | $ 2,322,531 | $ 0 | $ 0 |
Consolidated Statements of Cas9
Consolidated Statements of Cash Flows Paranthetical - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2013 | |
Statement of Cash Flows [Abstract] | ||
Cash acquired from acquisition | $ 1,569,867 | $ 85,310 |
Background and Liquidity
Background and Liquidity | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background | Background and Liquidity Amber Road, Inc. (we, our or us) is a leading provider of a cloud-based global trade management solution, including modules for logistics contract and rate management, supply chain visibility and event management, international trade compliance, and Global Knowledge trade content database to importers and exporters, nonvessel owning common carriers (resellers), and ocean carriers. Our solution is primarily delivered using an on-demand, cloud based, delivery model. We are incorporated in the state of Delaware and our corporate headquarters are located in East Rutherford, New Jersey. We also have offices in McLean, Virginia, Raleigh, North Carolina, Munich, Germany, Bangalore, India, Hong Kong, Shenzhen and Shanghai, China. We have incurred net losses and negative cash flows from operations in 2015 and 2014 and have an accumulated deficit of $136,203,826 as of December 31, 2015. Our primary sources of liquidity have been proceeds from our IPO, cash and cash equivalents, accounts receivable, cash from operations and borrowings from our credit facility. Additional financing may be required for us to successfully implement our growth strategy. There can be no assurance that additional financing, if needed, can be obtained on terms acceptable to us. Our ability to maintain successful operations will depend on, among other things, new business, the retention of customers, and the effectiveness of sales and marketing initiatives. If anticipated revenue growth is not achieved, we may be required to curtail spending to reduce cash outflows. Based upon our existing cash balance, borrowings in 2015, and our projected operating results, management believes that we have adequate resources to satisfy our liquidity requirements through at least the first half of 2017. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Practices | 12 Months Ended |
Dec. 31, 2015 | |
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 Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include our accounts and those of our wholly owned subsidiaries primarily located in India, China and the United Kingdom. All significant intercompany balances and transactions have been eliminated in consolidation. (b) 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 taxes; revenue; capitalization of software costs; and valuation of share-based payments. Actual results could differ from those estimates. (c) Foreign Currency We account for foreign currency in accordance with Accounting Standards Codification (ASC) Topic 830, Foreign Currency Matters (ASC 830), for operating subsidiaries where the functional currency is the local currency rather than the U.S. dollar. ASC 830 requires that translation of monetary assets and liabilities be made at year-end exchange rates, that nonmonetary assets and liabilities and related income statement items be translated at historical rates, and that remaining revenues and expenses be translated at average rates. Cumulative translation adjustments are reflected in the results of the current period. We recognize transaction gains and losses that result from changes in exchange rates on foreign transactions. Such gains and losses are also included in the determination of our net loss for the period. (d) 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 December 31, 2015 and 2014 consist of the following: December 31, 2015 2014 Cash and cash equivalents $ 17,741,387 $ 41,241,784 Money market accounts 113,136 416 $ 17,854,523 $ 41,242,200 (e) 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 December 31, 2015 and 2014 : Fair Value Measurements at Reporting Date Using December 31, 2015 Total Level 1 Level 2 Level 3 Assets: Cash equivalents - money market accounts $ 113,136 $ 113,136 $ — $ — Restricted cash - money market accounts 169,235 169,235 — — Total assets measured at fair value on a recurring basis $ 282,371 $ 282,371 $ — $ — Liabilities: Acquisition contingent consideration liability $ 1,259,531 $ — $ — $ 1,259,531 Total liabilities measured at fair value on a recurring basis $ 1,259,531 $ — $ — $ 1,259,531 December 31, 2014 Assets: Cash equivalents - money market accounts $ 416 $ 416 $ — $ — Restricted cash - money market accounts 282,050 282,050 — — Total assets measured at fair value on a recurring basis $ 282,466 $ 282,466 $ — $ — Liabilities: Acquisition contingent consideration liability $ 287,441 $ — $ — $ 287,441 Total liabilities measured at fair value on a recurring basis $ 287,441 $ — $ — $ 287,441 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. The reconciliation of the acquisition contingent consideration liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows: Acquisition Contingent Consideration Liability Balance at December 31, 2013 $ 331,296 Mark to estimated fair value recorded as general and administrative expense (43,855 ) Balance at December 31, 2014 287,441 Acquisition (Note 3) 2,322,531 Mark to estimated fair value recorded as general and administrative expense (1,350,441 ) Balance at December 31, 2015 $ 1,259,531 (f) 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. The table below presents the changes in the allowance for doubtful accounts: Year Ended December 31, 2015 2014 2013 Beginning balance $ 138,715 $ 91,709 $ 27,384 Provision for doubtful accounts 80,571 47,006 46,500 Acquisition 3,047 — 24,695 Write-offs, net of recoveries (68,790 ) — (6,870 ) Ending balance $ 153,543 $ 138,715 $ 91,709 (g) 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. As of December 31, 2015 , no customer accounted for more than 10% of our accounts receivable while one customer accounted for 10% as of December 31, 2014 . For the year ended December 31, 2015 , no customer accounted for 10% of our revenue. For the year ended December 31, 2014 , there were two customers that each accounted for 10% of our total revenue and for the year ended December 31, 2013 , one customer accounted for 12% of our total revenue. (h) Prepaid Expense and Other Current Assets Prepaid expenses and other current assets as of December 31, 2015 and 2014 primarily consist of annual prepaid license and maintenance fees related to our internal software licenses, and prepaid marketing fees. (i) Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Equipment acquired under capital leases is recorded at the present value of the minimum lease payments and subsequently depreciated based on its classification below. Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of the assets as follows: Asset Classification Estimated Useful Life Computer and equipment 3 to 5 years Software 3 to 5 years Furniture and fixtures 7 years Leasehold improvements Shorter of the estimated useful life or the remaining lease term (j) Goodwill Goodwill represents the excess of costs over the fair value of the assets of businesses acquired. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually in accordance with the provisions of ASC 350, Intangibles — Goodwill and Other (ASC 350). To accomplish this, we are required to identify our reporting units and determine the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units as of the annual impairment testing date. Management has determined that we operate in one reporting unit. Management is required to determine the fair value of our reporting unit and compare it to the carrying amount of the reporting unit on the annual impairment testing date. To the extent the carrying amount of the reporting unit exceeds the fair value of the reporting unit, we would be required to perform the second step of the annual impairment test, as this is an indication that the reporting unit goodwill may be impaired. We performed our annual impairment test as of December 31, 2015 , and the second step was not required as the fair value exceeded the carrying value. Accordingly, our reporting unit was not at risk of failing step one of the goodwill impairment testing process. (k) Other Intangibles Other intangibles, net of accumulated amortization, are primarily the result of the allocation of the purchase price related to businesses acquired. Each intangible asset acquired is being amortized on a basis consistent with the utilization of the assets over their estimated useful lives and is reviewed for impairment in accordance with ASC 350. (l) Deposits and Other Assets Deposits and other assets mainly consist of rental security deposits. (m) Impairment of Long-Lived Assets In accordance with ASC 350, Long-Lived Assets , such as property and equipment and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, then an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. During the years ended December 31, 2015, 2014, and 2013 , management believes that no revision of the remaining useful lives or write-down of long-lived assets is required. (n) Income Taxes Income taxes are accounted for under the provisions of ASC Topic 740, Income Taxes (ASC 740). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. (o) 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. 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 subscriptions 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 years ended December 31, 2015, 2014, and 2013 were $499,553 , $579,955 , and $496,474 , respectively. (p) 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. (q) 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 years ended December 31, 2015, 2014, and 2013 were $4,102,533 , $3,939,722 , and $6,404,396 , respectively. Amortization of deferred commissions for the years ended December 31, 2015, 2014, and 2013 were $3,556,301 , $3,760,916 , and $3,089,052 , respectively. (r) 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. (s) Segments We have one operating segment. Our Chief Operating Decision Maker (CODM) is our Chief Executive Officer, who manages operations on a consolidated basis for purposes of allocating resources. When evaluating performance and allocating resources, the CODM reviews financial information presented on a consolidated basis. (t) Geographic Information Revenue by geographic area is as follows: Year Ended December 31, Country 2015 2014 2013 United States $ 55,372,259 $ 55,817,733 $ 46,750,740 International 11,737,661 9,015,733 5,776,249 Total revenue $ 67,109,920 $ 64,833,466 $ 52,526,989 Long-lived assets by geographic area is as follows: December 31, Country 2015 2014 United States $ 38,935,928 $ 37,875,565 International 24,831,027 530,658 Total long-lived assets $ 63,766,955 $ 38,406,223 (u) Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02, Leases, which requires that lease arrangements longer than 12 months result in an entity recognizing an asset and liability. The updated guidance is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. We have not evaluated the impact of the updated guidance on our consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, Business Combinations , which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. This ASU requires that the acquirer record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the changes to the provision amounts, calculated as if the accounting had been completed at the acquisition date. ASU 2015-16 is effective for fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2015. The adoption of this ASU did not have a significant impact on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs . The accounting guidance requires that debt issuance costs related to a recognized debt liability be reported on the balance sheet as a direct deduction from the carrying amount of that debt liability. In August 2015, the FASB issued a clarification that debt issuance costs related to line-of-credit arrangements were not within the scope of the new guidance and therefore should continue to be accounted for as deferred assets in the balance sheet, consistent with existing GAAP. The guidance is effective for us beginning in the first quarter of fiscal 2016 and early adoption is permitted. The adoption of this accounting guidance is not expected to have a material impact on our consolidated financial statements. In May of 2014, the FASB issued a new revenue recognition standard entitled “ Revenue from Contracts with Customers. ” The objective of the standard is to establish the principles that an entity shall apply to report useful information to users of financial statements about the nature, amount, timing, and uncertainty of revenue and cash flows from a contract with a customer. The standard is effective for annual reporting periods beginning after December 15, 2017, which for us is January 1, 2018. Earlier application is not permitted. The standard allows for either “full retrospective” adoption, meaning the standard is applied to all periods presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements. We are currently assessing which method we will choose for adoption, and are evaluating the impact of the adoption on our consolidated results of operations and financial position. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisition | Acquisitions ecVision Acquisition On March 2, 2015, we acquired all of the outstanding capital stock of ecVision (International) Inc. (ecVision), a Cayman Islands company with U.S., Hong Kong and China subsidiaries. We paid a purchase price of $26,398,400 before giving effect to adjustments that resulted in an upfront cost to us of $27,286,945 . We acquired ecVision for a net cash amount of approximately $24,400,000 , before giving effect to these expenses and adjustments, and net of ecVision’s $2,000,000 of targeted working capital. We will also make an earnout payment of up to $5,176,000 on June 1, 2016 as follows: (i) $3,500,000 if ecVision’s products and services revenues under GAAP from April 1, 2015 through March 31, 2016 (the New Year Period) grow at an annual rate of 18% compared to the period from April 1, 2014 through March 31, 2015 (the Prior Year Period); (ii) the full $5,176,000 if ecVision’s products and services revenues under GAAP grow in the New Year Period at 20% or more compared to the Prior Year Period; or (iii) a proportional payment between $3,500,000 and $5,176,000 if ecVision’s products and services revenues under GAAP grow in the New Year Period at more than 18% but less than 20% compared to the Prior Year Period. In addition, on June 1, 2017, we will pay to ecVision’s former equityholders $3,675,000 if the founder of ecVision, has not been terminated by us for “Cause” and if he has not left us without “Good Reason,” as such terms are defined in the merger agreement. The acquisition of ecVision was accounted for under the purchase method of accounting. The operating results of ecVision are included in the accompanying condensed consolidated financial statements from the date of acquisition. The following table summarizes the consideration paid for ecVision as well as the preliminary allocation of tangible and intangible assets acquired and liabilities assumed at the acquisition date: Consideration: Cash $ 27,286,945 Contingent consideration 2,322,531 Fair value of total consideration transferred $ 29,609,476 Assets acquired and liabilities assumed: Cash $ 1,569,867 Accounts receivable 1,890,429 Prepaid expenses and other current assets 255,975 Fixed assets 549,276 Developed technology 4,855,000 Customer relationships 1,142,000 Contract backlog 836,000 Trademarks 587,000 Total identifiable assets acquired excluding goodwill 11,685,547 Accrued expenses 757,423 Deferred revenue 565,000 Deferred tax liability 192,380 Total liabilities assumed 1,514,803 Net identifiable assets acquired excluding goodwill 10,170,744 Goodwill 19,438,732 Net assets acquired $ 29,609,476 The revenue and net loss of the combined entity as if the acquisition date had been January 1, 2014 are as follows: Year Ended December 31, Supplemental pro forma information (unaudited): 2015 2014 Revenue $ 69,060,082 $ 75,475,317 Net loss (29,514,360 ) (29,672,890 ) For accounting purposes, the fair value of the contingent consideration is classified within current and non-current liabilities in the consolidated balance sheet. The contingent earnout is being marked-to-market each quarter through June 2016, which is the end of the earnout period. The contingent retention is being marked-to-market each quarter through March 2017, which is the end of the retention period. At December 31, 2015 , the fair value of this contingent consideration was $1,259,531 . The difference between the final amount recorded in purchase accounting and the fair value of the contingent consideration was recorded within sales and marketing and general and administrative expense in the consolidated statement of operations. EasyCargo Acquisition On September 3, 2013, we acquired 100% of the issued and outstanding shares of Sunrise International Ltd., a Barbados company which owns 100% of the issued and outstanding shares of EasyCargo (Shanghai) Co., Ltd. (EasyCargo), a software as a service company focused on a subset of global trade management called China Trade Management, or CTM. We acquired EasyCargo for a payment of $2,000,000 in cash and up to 296,547 shares of common stock. In addition, we will make additional earnout payments of up to $2,500,000 in cash or shares of our common stock (at our option) by March 15, 2016 if certain CTM revenue targets are achieved for the periods ending December 31, 2015. At December 31, 2015, these CTM revenue targets were not achieved. Therefore, no earnout payment in cash or shares will be due in March 2016. Also, the former shareholders of EasyCargo will receive 32,556 contingently issuable shares in the event that EasyCargo’s founder maintains employment with the EasyCargo subsidiary through December 31, 2015. As of December 31, 2015 , 26,024 shares have been issued and 6,532 are considered contingently issuable shares. |
Consolidated Balance Sheet Comp
Consolidated Balance Sheet Components | 12 Months Ended |
Dec. 31, 2015 | |
Consolidated Balance Sheet Components [Abstract] | |
Consolidated Balance Sheet Components | Consolidated Balance Sheet Components Components of property and equipment, accrued expenses, deferred revenue and other noncurrent liabilities consisted of the following: (a) Property and Equipment December 31, 2015 2014 Computer software and equipment $ 15,584,883 $ 12,115,113 Software development costs 12,651,316 12,939,065 Furniture and fixtures 2,140,523 1,986,607 Leasehold improvements 3,081,861 2,671,037 Total property and equipment 33,458,583 29,711,822 Less: accumulated depreciation and amortization (21,278,474 ) (16,793,282 ) Total property and equipment, net $ 12,180,109 $ 12,918,540 Depreciation and amortization expense for the years ended December 31, 2015, 2014, and 2013 were $6,268,537 , $4,707,205 , and $3,657,757 , respectively. Certain property and equipment was disposed during the years ended December 31, 2015 and 2014 as the assets were no longer in use. The loss on disposal recorded for the years ended December 31, 2015 and 2014 were $707,211 and $11,964 , respectively, and were recorded in cost of subscription revenue in the consolidated statement of operations. Certain development costs of our software solution are capitalized in accordance with ASC Topic 350-40, Internal Use Software , which outlines the stages of computer software development and specifies when capitalization of costs is required. Projects that are determined to be in the development stage are capitalized and amortized over their useful lives of five years . Projects that are determined to be within the preliminary stage are expensed as incurred. Capitalized software costs for the years ended December 31, 2015, 2014, and 2013 were $1,926,302 , $1,970,963 , and 2,409,325 , respectively. Amortization expense for the years ended December 31, 2015, 2014, and 2013 were $2,789,481 , $1,924,121 , and $1,813,602 , respectively, and is included in cost of subscription revenue on the accompanying consolidated statements of operations. As of December 31, 2015 and 2014 , capitalized software costs not yet subject to amortization were $290,155 and $933,400 , respectively. During the year ended December 31, 2015 , we received a tenant improvement allowance of $155,338 related to our Raleigh, North Carolina office lease agreement. (b) Accrued Expenses Accrued expenses at December 31, 2015 and 2014 consisted of the following: December 31, 2015 2014 Accrued bonus $ 1,843,719 $ 2,999,209 Accrued commission 2,989,495 2,332,910 Deferred rent 230,224 195,681 Accrued severance 293,828 845,810 Accrued professional fees 815,893 252,005 Accrued taxes 705,032 410,813 Accrued contingent consideration 29,000 — Other accrued expenses 1,897,968 1,007,331 Total $ 8,805,159 $ 8,043,759 Accrued severance is related to a reduction in workforce in December 2015 and the resignation of a member of our senior management team in July 2014. (c) Deferred revenue Deferred revenue at December 31, 2015 and 2014 consisted of the following: December 31, 2015 2014 Current: Subscription revenue $ 28,766,188 $ 20,907,087 Professional services revenue 1,455,578 1,603,757 Other 310,638 3,657,514 Total current 30,532,404 26,168,358 Noncurrent: Subscription revenue 375,244 387,965 Professional services revenue 2,018,101 1,055,282 Other — 310,639 Total noncurrent 2,393,345 1,753,886 Total deferred revenue $ 32,925,749 $ 27,922,244 Deferred revenue from subscriptions represents amounts collected from (or invoiced to) customers in advance of earning subscription revenue. Typically, we bill our annual subscription fees in advance of providing the service. Deferred revenue from professional services represents revenue that is being deferred and amortized over the remaining term of the related subscription contract related to customers who have taken possession of the software. See note 2(o). Other deferred revenue is related to one customer with which we signed an agreement during 2008. The agreement provided for significant customization and modification of the software which subjected the arrangement to contract accounting. Additionally, this subscription agreement provided for unspecified future software modules. Since we could not separate the subscription element from the contract accounting element, the arrangement was a single unit of accounting. Accordingly, we accounted for the arrangement on the zero gross profit approach of applying percentage of completion accounting until the project was completed in May 2012. As of May 2012, the deferred revenue balance related to this contract was $10,525,434 , which is being recognized ratably over the remaining term of the contract to January 2016. For the years ended December 31, 2015, 2014, and 2013 , we recorded revenue of $3,657,514 in each year related to this arrangement. (d) Other Noncurrent Liabilities December 31, 2015 2014 Deferred rent $ 1,732,607 $ 1,822,061 Acquisition contingent consideration liability 1,230,531 287,441 Acquisition compensation costs 946,590 — Other — 42 Total $ 3,909,728 $ 2,109,544 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | Goodwill and Other Intangibles Other intangibles are comprised of the following: Amortization Period December 31, 2015 2014 Acquired technology 3 to 8 years $ 6,317,600 $ 1,462,600 Customer related intangibles 10 to 15 years 3,960,200 2,979,300 Contract backlog 2 years 940,400 — Trademarks and licenses 5 to 7 years 1,193,700 — Patents and other 2.3 years/NA 96,022 96,700 12,507,922 4,538,600 Less: accumulated amortization (4,834,261 ) (3,527,074 ) $ 7,673,661 $ 1,011,526 Amortization expense was $1,307,246 , $189,508 , and $134,216 for the years ended December 31, 2015, 2014, and 2013 , respectively. The estimated future amortization expense of other intangibles as of December 31, 2015 is as follows: 2016 $ 1,521,609 2017 1,115,408 2018 1,037,972 2019 1,031,203 2020 929,606 2021 and thereafter 1,998,726 $ 7,634,524 The rollforward of goodwill is as follows: Balance at December 31, 2013 $ 24,476,157 2014 activity — Balance at 2014 24,476,157 ecVision acquisition (Note 3) 19,437,028 Balance at December 31, 2015 $ 43,913,185 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Loss before income taxes and income tax expense is comprised of the following: Year Ended December 31, 2015 2014 2013 Loss before income taxes: Domestic $ (21,560,050 ) $ (17,138,329 ) $ (6,491,150 ) Foreign (6,250,399 ) (10,013,010 ) (7,357,002 ) $ (27,810,449 ) $ (27,151,339 ) $ (13,848,152 ) Current provision: Federal $ 60,773 $ — $ — State 27,438 — 11,087 Foreign 372,394 552,619 538,631 $ 460,605 $ 552,619 $ 549,718 Deferred provision: Federal $ — $ — $ — State — — — Foreign (192,380 ) — — $ (192,380 ) $ — $ — A reconciliation of the statutory U.S. federal tax rate to our effective rate is as follows: Year Ended December 31, 2015 2014 2013 Statutory U.S. federal tax rate (benefit) (35.0 )% (35.0 )% (35.0 )% State income taxes, net of federal benefit 0.1 — 0.1 Foreign taxes 5.6 2.5 3.9 Stock-based compensation 0.1 22.0 23.6 Acquisition related expenses 1.6 — — Change in valuation allowance 22.9 7.1 9.2 Non-deductible expenses and other 5.7 5.5 2.2 Effective tax rate 1.0 % 2.1 % 4.0 % Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will not be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. We recorded a valuation allowance in the amount of $27,110,547 and $20,624,216 as of December 31, 2015 and 2014 , respectively, as management believes it is not more likely than not that we will realize our net deferred tax assets. The net change in the valuation allowance during the years ended December 31, 2015 and 2014 was $6,486,331 , and $1,447,993 , respectively. We have subsidiaries in India, the United Kingdom, Switzerland, Hong Kong and China. The India entity is treated as a branch for U.S. tax purposes. As such, all income attributable to the Indian branch is currently recognized in the U.S. The India entity also pays taxes locally in India. As it relates to our United Kingdom and Switzerland subsidiaries, there are not any significant undistributed earnings due to the U.S. parent. Our China entity is operating at a net loss. The foreign current taxes consist of taxes paid locally in the United Kingdom, Switzerland and India. The state current taxes consist of taxes paid for statutory minimum taxes as well as state taxes for a non-consolidated subsidiary. Deferred tax assets and liabilities are comprised of the following: December 31, 2015 2014 Current deferred tax asset: Accrued bonuses $ 604,707 $ — Accounts receivable 56,292 43,068 Other 183,004 44,923 Non-Current deferred tax asset: Deferred revenue 1,406,238 1,193,522 NOL's 29,157,843 25,902,622 Other 2,659,105 1,150,043 Deferred tax assets $ 34,067,189 $ 28,334,178 Current deferred tax liability: Deferred commissions $ (3,273,570 ) $ (4,310,753 ) Non-current deferred tax liability: Intangibles (1,071,984 ) (112,186 ) Fixed assets (2,585,024 ) (3,287,023 ) Other $ (26,064 ) $ — Deferred tax liabilities $ (6,956,642 ) $ (7,709,962 ) Less: valuation allowance $ (27,110,547 ) $ (20,624,216 ) Total $ — $ — We have a federal net operating loss (NOL) carryforward of approximately $73,533,000 and $64,600,000 as of December 31, 2015 and 2014 , respectively. The federal NOL carryforward will begin to expire in 2019. For state income tax purposes, we have net operating loss carryforwards in a number of jurisdictions in varying amounts and with varying expiration dates from 2014 through 2034. The Internal Revenue Code contains provisions that limit the yearly utilization of net operating loss carryforwards if there has been an ownership change, as defined. Such an ownership change, as described in Section 382 of the Internal Revenue Code, may limit our ability to utilize our net operating loss carryforwards on a yearly basis. As a result, to the extent that any single-year limitation is not utilized to the full amount of the limitation, such unused amounts are carried over to subsequent years until the earlier of its utilization or the expiration of the relevant carryforward period. We have not yet made a determination regarding the potential impact of these limitations. We file income tax returns in the U.S. federal jurisdiction, and various state jurisdictions. Tax years 2012 and forward remain open for examination for federal tax purposes and tax years 2011 and forward remain open for examination for our more significant state tax jurisdictions. To the extent utilized in future years’ tax returns, net operating loss carryforwards at December 31, 2015 will remain subject to examination until the respective tax year is closed. In July 2014, we were notified by the Internal Revenue Service that we had been selected at random for a compliance research examination related to the year ended December 31, 2012. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Leases | Leases We have several noncancelable operating leases that expire through 2022. These leases generally contain renewal options for periods ranging from three to five years and require us to pay all executory costs such as maintenance and insurance. Rental expense for operating leases for the years ended December 31, 2015, 2014, and 2013 was approximately $3,564,000 , $2,526,000 , and $2,195,000 respectively, and is allocated to various line items in the consolidated statements of operations. The carrying value of assets recorded under capital leases was $2,862,025 and $3,282,825 as of December 31, 2015 and 2014 , respectively, which includes accumulated amortization of $4,021,656 and $2,253,066 , respectively. Amortization of assets held under capital leases is allocated to various line items in the consolidated statements of operations. Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) and future minimum capital lease payments as of December 31, 2015 are as follows: Capital Leases Operating Leases 2016 $ 1,766,376 $ 4,696,545 2017 1,175,223 3,855,209 2018 506,395 2,722,791 2019 277,414 2,729,468 2020 100,400 1,867,195 2021 and thereafter — 2,068,058 Total minimum lease payments 3,825,808 $ 17,939,266 Less amount representing interest (310,414 ) Present value of net minimum capital lease payments 3,515,394 Less current installments of obligations under capital leases (1,598,450 ) Obligations under capital leases excluding current installments $ 1,916,944 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt Credit Agreement In connection with the ecVision acquisition (Note 3), on March 4, 2015, we entered into a credit agreement (the Credit Agreement) with a financial institution providing for an aggregate of $25,000,000 of financing comprised of (i) a senior secured revolving credit facility of $5,000,000 (the Revolving Facility), which includes a $2,000,000 sublimit for the issuance of letters of credit and (ii) a senior secured term loan facility of $20,000,000 (the Term Loan and together with the Revolving Facility, the Senior Facilities). The Term Loan was fully funded on March 4, 2015 in order to fund a portion of the acquisition consideration. The Revolving Facility was not drawn down and the maturity date for obligations under the Senior Facilities is March 4, 2018 (the Maturity Date). On November 5, 2015, we entered into Amendment No. 1 (“Amendment”) to the Credit Agreement. The Amendment revised language in the Credit Agreement regarding change of control, adjusted certain key ratios and definitions, increased available borrowing under the Revolving Facility by $5,000,000 million and provided for a $5,000,000 million prepayment under the Term Loan. All other provisions of the Credit Agreement remained intact. The interest rate on the outstanding balance of the Senior Facilities is based upon, at our option, either (i) the “LIBOR” rate plus 3.5% or (ii) the “Base Rate” plus 1.5% , as such terms are defined in the Credit Agreement. For the period ended December 31, 2015 , the LIBOR interest rate used was 3.83% . Our obligations under the Senior Facilities, subject to certain exceptions, are guaranteed by our subsidiaries and are secured by our equity interests in our subsidiaries. In addition, subject to certain exceptions, we and each of the guarantors granted the lender (i) a first priority lien on and a security interest in substantially all of their respective real and personal properties and (ii) a negative pledge of their respective intellectual property. The Credit Agreement contains customary affirmative and negative covenants for financings of its type that are subject to customary exceptions. The Amendment to the Credit Agreement retroactively modified the leverage ratio as of September 30, 2015 and prospectively to address our noncompliance at September 30, 2015. We did not incur any penalties as a result of the noncompliance. As of December 31, 2015 , the outstanding balance of the Term Loan was $14,638,194 , net of unaccreted discount of $18,056 and we had an outstanding balance of $5,000,000 under the Revolving Facility. The following table reflects the schedule of principal payments on the Term Loan as of December 31, 2015 : Principal Payments 2016 $ 375,000 2017 656,250 2018 13,625,000 $ 14,656,250 On March 4, 2015, in connection with the ecVision acquisition and the entry into the Credit Agreement, we terminated our previously existing revolving credit facility. No amounts were outstanding under such agreement immediately prior to its termination. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | Stockholders' Equity Common Stock In accordance with our Certificate of Incorporation, as amended and restated, we are authorized to issue 100,000,000 shares of $0.001 par value common stock. Each outstanding share of common stock entitles the holder to one vote. The holders of common stock are entitled to receive dividends, subject to preferential rights by holders of our preferred stock and if declared by our board of directors. As of December 31, 2015 , no dividends have been declared. Preferred Stock In accordance with our Certificate of Incorporation, as amended and restated, we are authorized to issue 10,000,000 shares of $0.001 par value preferred stock, which may be issued in one or more series. At December 31, 2015 , there are no shares of preferred stock issued. Prior to our IPO in March 2014, we had outstanding 6,725,000 shares designated as Series A redeemable convertible preferred stock, 1,853,568 shares designated as Series B redeemable convertible preferred stock, 5,227,761 shares designated as Series C redeemable convertible preferred stock, 2,669,384 shares designated as Series D redeemable convertible preferred stock, and 4,472,671 shares designated as Series E redeemable convertible preferred stock. Immediately prior to our IPO, all outstanding shares of redeemable convertible preferred stock were automatically converted into 13,993,566 shares of our common stock. Also, 808,622 shares of common stock were issued to preferred stockholders in satisfaction of accrued but unpaid dividends. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | Stock-based Compensation In 2002, we adopted a stock option plan (the 2002 Plan) whereby options to purchase shares of common stock are issued to employees at an exercise price not less than the fair market value of our common stock on the date of grant. As of December 31, 2015 , we had authorized 4,939,270 shares to be issued under the 2002 Plan. The term, not to exceed ten years , and exercise period of each stock option awarded under the 2002 Plan are determined by our board of directors. These options generally vest over a four -year period. As of December 31, 2015 , 872,327 options were outstanding under the 2002 Plan. The 2002 Plan expired in 2012 and we are making no further grants under it. In October 2012, we adopted the Amber Road, Inc. 2012 Omnibus Incentive Compensation Plan (the 2012 Plan). The 2012 Plan covers the grant of awards to our employees (including officers), non-employee consultants and non-employee directors and those of our affiliates. As of December 31, 2015 , we had authorized 5,146,696 shares to be issued under the 2012 Plan. The term, not to exceed ten years , and exercise period of each stock option awarded under the 2012 Plan are determined by our board of directors. These options generally vest over a four -year period. As of December 31, 2015 , 3,530,616 options were outstanding under the 2012 Plan. Stock Options Under the 2002 Plan and the 2012 Plan, the fair value of option grants is estimated using the Black-Scholes option pricing model with the following weighted average assumptions: Year Ended December 31, 2015 2014 2013 Risk-free interest rate 1.71 - 1.75% 1.90 - 1.99% 1.13 - 1.75% Expected volatility 33.62 - 39.32% 43.29 - 60.00% 60.00% Expected dividend yield — — — Expected life in years 6.25 6.25 3.75 - 6.25 Weighted average fair value of options granted $3.28 $6.01 $2.65 The computation of expected volatility for each period is based on historical volatility of comparable public companies. The volatility percentage represents the mean volatility of these companies. The computation of expected life for each period was determined based on the simplified method. The risk-free interest rate is based on U.S. Treasury yields for zero-coupon bonds with a term consistent with the expected life of the options. Information relative to the 2002 Plan and the 2012 Plan is as follows: Options Outstanding Exercise Price Per Share Weighted Average Exercise Price Balance at December 31, 2012 2,142,537 $0.37 - $4.06 $2.17 Granted 831,663 $2.68 - $8.07 $5.25 Exercised (79,492 ) $0.37 $0.37 Canceled (4,345 ) $0.37 - $2.31 $1.12 Balance at December 31, 2013 2,890,363 $0.37 - $6.14 $3.11 Granted 2,485,592 $12.62 - $15.90 $13.49 Exercised (767,593 ) $0.37 - $5.57 $2.04 Canceled (158,389 ) $1.75 - $13.00 $5.70 Balance at December 31, 2014 4,449,973 $0.84 - $15.90 $9.00 Granted 1,028,850 $4.13 - $9.06 $8.05 Exercised (462,703 ) $0.84 - $6.14 $2.81 Canceled (490,113 ) $2.31 - $13.00 $9.84 Expired (123,064 ) $5.57 - $13.00 $7.56 Balance at December 31, 2015 4,402,943 $1.75 - $15.90 $9.38 The total intrinsic value of options exercised during the year ended December 31, 2015 was $2,698,984 . Information with respect to the options outstanding and exercisable under the 2002 Plan and the 2012 Plan at December 31, 2015 is as follows: Options Outstanding Options Exercisable Exercise Price Per Share Options Outstanding Weighted Average Remaining Contractual Life Intrinsic Value Options Exercisable Weighted Average Remaining Contractual Life Intrinsic Value $ 1.75 - $ 2.68 863,997 3.9 years $ 2,413,575 822,247 3.7 years $ 2,312,958 $ 2.74 - $ 4.13 169,930 3.0 years 269,913 131,930 1.1 years 233,432 $ 5.57 - $ 9.06 1,194,878 8.7 years — 187,874 7.5 years — $ 12.62 - $15.90 2,174,138 8.6 years — 679,817 8.6 years — 4,402,943 $ 2,683,488 1,821,868 $ 2,546,390 The weighted average exercise price and weighted average remaining term of fully vested options as of December 31, 2015 is $6.98 and 5.7 years , respectively. As of December 31, 2015 and 2014 , options and other equity awards available for future grant under the 2012 Plan were 978,983 and 1,951,959 , respectively. As of December 31, 2015 and 2014 , there was $11,268,573 and $14,666,554 , respectively, of total unrecognized compensation expense related to non-vested stock options. That cost is expected to be recognized over a weighted average period of 2.7 years . Common stock issued upon exercise of stock options is reflected as newly issued shares of common stock in the stockholders' equity section of the consolidated balance sheet. Restricted Stock Units The following table is a summary of our RSU activity at December 31, 2015 : Number of RSU's Outstanding Weighted Average Grant Date Fair Value Balance at December 31, 2013 — $ — Granted 109,309 15.27 Vested — — Canceled — — Balance at December 31, 2014 109,309 15.27 Granted 463,852 8.13 Vested (140,638 ) 13.89 Canceled (40,001 ) 8.08 Balance at December 31, 2015 392,522 8.07 In March 2015, we awarded 341,546 performance-based restricted stock units which entitle recipients to shares of our common stock if certain revenue metrics are met in a future period. The performance-based restricted stock units entitle the recipients to shares of common stock equal to 0% up to 120% of the number of units granted at the date of vest depending on the level of achievement of the specified conditions. As of December 31, 2015 , these performance-based metrics will not be achieved. Therefore, no expense has been recorded for the year ended December 31, 2015 related to this grant. Unvested RSUs at December 31, 2015 have a weighted-average grant date fair value of $8.07 per share. Unrecognized stock-based compensation with respect to non-vested RSUs was $90,488 as of December 31, 2015 and was expected to be recognized over a weighted-average period of 0.1 years . |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Year Ended December 31, 2015 2014 2013 Basic and diluted net loss per share: Numerator: Net loss attributable to common stockholders $ (28,078,674 ) $ (30,120,463 ) $ (19,247,477 ) Denominator: Weighted average shares used in computing net loss attributable to common stockholders 26,152,301 20,623,760 3,763,562 Basic and diluted net loss per share $ (1.07 ) $ (1.46 ) $ (5.11 ) Diluted net loss per share does not include the effect of the following antidilutive common equivalent shares: Year Ended December 31, 2015 2014 2013 Stock options outstanding 4,402,943 4,449,973 2,890,363 Restricted stock units 392,522 109,309 — Stock purchase warrants outstanding — — 245,946 Common equivalent shares preferred stock — — 13,993,566 4,795,465 4,559,282 17,129,875 Basic and diluted net loss per share for 2013 does not include 1,221,736 unvested shares of restricted common stock. Subsequent to our IPO in March 2014, these shares are now vested. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies (a) Employment Agreements We are party to an employment agreement with our Chief Executive Officer. This agreement is for a period of two years, which expired on March 3, 2016 with renewal negotiations ongoing, and provides for an annual salary, performance bonuses, and employee benefits. The agreement also includes a covenant not to compete during the employment term and for one year thereafter. The employment agreement provides for severance benefits in the event of change of control, as defined, a termination by us without cause, as defined, or by the employee for good reason, as defined. The severance benefit is two year’s base salary and continued coverage under our benefit plans and programs for two years. No severance benefits are payable if the employee is terminated by us for cause or by the employee without good reason. (b) Legal Proceedings We are involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on our financial position, results of operations, or liquidity. (c) Other Under the indemnification clauses of our standard customer agreements, we guarantee to defend and indemnify the customer against any claim based upon any failure to satisfy the warranty set forth in the contract associated with infringements of any patent, copyright, trade secret, or other intellectual property right. We do not expect to incur any infringement liability as a result of the customer indemnification clauses. |
Benefit Plan
Benefit Plan | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Benefit Plan | Benefit Plan We have a retirement savings plan under Section 401(k) of the Internal Revenue Code (the 401(k) Plan). We did not make any matching contributions to the 401(k) Plan during the years ended December 31, 2015, 2014, and 2013 . |
Quarterly Results of Operations
Quarterly Results of Operations (unaudited) (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations (unaudited) | Quarterly Results of Operations (unaudited) The following is a summary of our quarterly results of operations for the years ended December 31, 2015 and 2014 : March 31, June 30, September 30, December 31, Revenues $ 15,194,125 $ 17,377,396 $ 17,336,187 $ 17,202,212 Gross profit 6,989,367 7,709,585 7,795,506 7,721,422 Net loss (6,950,176 ) (8,218,450 ) (6,262,993 ) (6,647,055 ) Net loss per share: Basic and diluted $ (0.27 ) $ (0.32 ) $ (0.24 ) $ (0.25 ) March 31, June 30, September 30, December 31, Revenues $ 14,989,008 $ 15,808,945 $ 16,422,820 $ 17,612,693 Gross profit 8,743,956 8,814,526 9,419,002 10,367,802 Net loss (21,939,731 ) (2,185,184 ) (2,238,346 ) (1,340,697 ) Net loss per share: Basic and diluted $ (3.95 ) $ (0.09 ) $ (0.09 ) $ (0.05 ) |
Summary of Significant Accoun24
Summary of Significant Accounting Policies and Practices (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation and Principles of Consolidation Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include our accounts and those of our wholly owned subsidiaries primarily located in India, China and the United Kingdom. All significant intercompany balances and transactions have been eliminated in consolidation. |
Principles of Consolidation | Basis of Presentation and Principles of Consolidation Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include our accounts and those of our wholly owned subsidiaries primarily located in India, China and the United Kingdom. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | 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 taxes; revenue; capitalization of software costs; and valuation of share-based payments. Actual results could differ from those estimates. |
Foreign Currency | Foreign Currency We account for foreign currency in accordance with Accounting Standards Codification (ASC) Topic 830, Foreign Currency Matters (ASC 830), for operating subsidiaries where the functional currency is the local currency rather than the U.S. dollar. ASC 830 requires that translation of monetary assets and liabilities be made at year-end exchange rates, that nonmonetary assets and liabilities and related income statement items be translated at historical rates, and that remaining revenues and expenses be translated at average rates. Cumulative translation adjustments are reflected in the results of the current period. We recognize transaction gains and losses that result from changes in exchange rates on foreign transactions. Such gains and losses are also included in the determination of our net loss for the period. |
Cash and Cash Equivalents | 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 December 31, 2015 and 2014 consist of the following: |
Fair Value of Financial Instruments and Fair Value Measurements | 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. |
Accounts Receivable and Allowance for Doubtful Accounts | 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. |
Major Customer and Concentrations of Credit Risk | 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. As of December 31, 2015 , no customer accounted for more than 10% of our accounts receivable while one customer accounted for 10% as of December 31, 2014 . For the year ended December 31, 2015 , no customer accounted for 10% of our revenue. For the year ended December 31, 2014 , there were two customers that each accounted for 10% of our total revenue and for the year ended December 31, 2013 , one customer accounted for 12% of our total revenue. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Equipment acquired under capital leases is recorded at the present value of the minimum lease payments and subsequently depreciated based on its classification below. Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of the assets as follows: Asset Classification Estimated Useful Life Computer and equipment 3 to 5 years Software 3 to 5 years Furniture and fixtures 7 years Leasehold improvements Shorter of the estimated useful life or the remaining lease term |
Goodwill | Goodwill Goodwill represents the excess of costs over the fair value of the assets of businesses acquired. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually in accordance with the provisions of ASC 350, Intangibles — Goodwill and Other (ASC 350). To accomplish this, we are required to identify our reporting units and determine the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units as of the annual impairment testing date. Management has determined that we operate in one reporting unit. Management is required to determine the fair value of our reporting unit and compare it to the carrying amount of the reporting unit on the annual impairment testing date. To the extent the carrying amount of the reporting unit exceeds the fair value of the reporting unit, we would be required to perform the second step of the annual impairment test, as this is an indication that the reporting unit goodwill may be impaired. We performed our annual impairment test as of December 31, 2015 , and the second step was not required as the fair value exceeded the carrying value. Accordingly, our reporting unit was not at risk of failing step one of the goodwill impairment testing process. |
Other Intangibles | Other Intangibles Other intangibles, net of accumulated amortization, are primarily the result of the allocation of the purchase price related to businesses acquired. Each intangible asset acquired is being amortized on a basis consistent with the utilization of the assets over their estimated useful lives and is reviewed for impairment in accordance with ASC 350. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC 350, Long-Lived Assets , such as property and equipment and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, then an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. During the years ended December 31, 2015, 2014, and 2013 , management believes that no revision of the remaining useful lives or write-down of long-lived assets is required. |
Income Taxes | Income Taxes Income taxes are accounted for under the provisions of ASC Topic 740, Income Taxes (ASC 740). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. |
Revenue | 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. 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 subscriptions 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 years ended December 31, 2015, 2014, and 2013 were $499,553 , $579,955 , and $496,474 , respectively. |
Cost of Revenue | 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. |
Deferred Commissions | 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. |
Stock-Based Compensation | 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02, Leases, which requires that lease arrangements longer than 12 months result in an entity recognizing an asset and liability. The updated guidance is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. We have not evaluated the impact of the updated guidance on our consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, Business Combinations , which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. This ASU requires that the acquirer record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the changes to the provision amounts, calculated as if the accounting had been completed at the acquisition date. ASU 2015-16 is effective for fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2015. The adoption of this ASU did not have a significant impact on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs . The accounting guidance requires that debt issuance costs related to a recognized debt liability be reported on the balance sheet as a direct deduction from the carrying amount of that debt liability. In August 2015, the FASB issued a clarification that debt issuance costs related to line-of-credit arrangements were not within the scope of the new guidance and therefore should continue to be accounted for as deferred assets in the balance sheet, consistent with existing GAAP. The guidance is effective for us beginning in the first quarter of fiscal 2016 and early adoption is permitted. The adoption of this accounting guidance is not expected to have a material impact on our consolidated financial statements. In May of 2014, the FASB issued a new revenue recognition standard entitled “ Revenue from Contracts with Customers. ” The objective of the standard is to establish the principles that an entity shall apply to report useful information to users of financial statements about the nature, amount, timing, and uncertainty of revenue and cash flows from a contract with a customer. The standard is effective for annual reporting periods beginning after December 15, 2017, which for us is January 1, 2018. Earlier application is not permitted. The standard allows for either “full retrospective” adoption, meaning the standard is applied to all periods presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements. We are currently assessing which method we will choose for adoption, and are evaluating the impact of the adoption on our consolidated results of operations and financial position. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies and Practices (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Cash and Cash Equivalents | Cash and cash equivalents at December 31, 2015 and 2014 consist of the following: December 31, 2015 2014 Cash and cash equivalents $ 17,741,387 $ 41,241,784 Money market accounts 113,136 416 $ 17,854,523 $ 41,242,200 |
Summary of Financial Assets and Liabilities Carried at Fair Value, Measured on a Recurring Basis | The following tables provide the financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2015 and 2014 : Fair Value Measurements at Reporting Date Using December 31, 2015 Total Level 1 Level 2 Level 3 Assets: Cash equivalents - money market accounts $ 113,136 $ 113,136 $ — $ — Restricted cash - money market accounts 169,235 169,235 — — Total assets measured at fair value on a recurring basis $ 282,371 $ 282,371 $ — $ — Liabilities: Acquisition contingent consideration liability $ 1,259,531 $ — $ — $ 1,259,531 Total liabilities measured at fair value on a recurring basis $ 1,259,531 $ — $ — $ 1,259,531 December 31, 2014 Assets: Cash equivalents - money market accounts $ 416 $ 416 $ — $ — Restricted cash - money market accounts 282,050 282,050 — — Total assets measured at fair value on a recurring basis $ 282,466 $ 282,466 $ — $ — Liabilities: Acquisition contingent consideration liability $ 287,441 $ — $ — $ 287,441 Total liabilities measured at fair value on a recurring basis $ 287,441 $ — $ — $ 287,441 |
Reconciliation of the Level 3, Warrant Liability, Measured at Fair Value on a Recurring Basis | The reconciliation of the acquisition contingent consideration liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows: Acquisition Contingent Consideration Liability Balance at December 31, 2013 $ 331,296 Mark to estimated fair value recorded as general and administrative expense (43,855 ) Balance at December 31, 2014 287,441 Acquisition (Note 3) 2,322,531 Mark to estimated fair value recorded as general and administrative expense (1,350,441 ) Balance at December 31, 2015 $ 1,259,531 |
Allowance for Credit Losses on Financing Receivables [Table Text Block] | The table below presents the changes in the allowance for doubtful accounts: Year Ended December 31, 2015 2014 2013 Beginning balance $ 138,715 $ 91,709 $ 27,384 Provision for doubtful accounts 80,571 47,006 46,500 Acquisition 3,047 — 24,695 Write-offs, net of recoveries (68,790 ) — (6,870 ) Ending balance $ 153,543 $ 138,715 $ 91,709 |
Schedule of Property and Equipment Depreciable Useful Lives | Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of the assets as follows: Asset Classification Estimated Useful Life Computer and equipment 3 to 5 years Software 3 to 5 years Furniture and fixtures 7 years Leasehold improvements Shorter of the estimated useful life or the remaining lease term Property and Equipment December 31, 2015 2014 Computer software and equipment $ 15,584,883 $ 12,115,113 Software development costs 12,651,316 12,939,065 Furniture and fixtures 2,140,523 1,986,607 Leasehold improvements 3,081,861 2,671,037 Total property and equipment 33,458,583 29,711,822 Less: accumulated depreciation and amortization (21,278,474 ) (16,793,282 ) Total property and equipment, net $ 12,180,109 $ 12,918,540 |
Schedule of Revenue and Long-Lived Assets, by Geographical Area | Revenue by geographic area is as follows: Year Ended December 31, Country 2015 2014 2013 United States $ 55,372,259 $ 55,817,733 $ 46,750,740 International 11,737,661 9,015,733 5,776,249 Total revenue $ 67,109,920 $ 64,833,466 $ 52,526,989 Long-lived assets by geographic area is as follows: December 31, Country 2015 2014 United States $ 38,935,928 $ 37,875,565 International 24,831,027 530,658 Total long-lived assets $ 63,766,955 $ 38,406,223 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Summary of Consideration Paid and Preliminary Allocation of Tangible and Intangible Assets Acquired and Liabilities Assumed | The following table summarizes the consideration paid for ecVision as well as the preliminary allocation of tangible and intangible assets acquired and liabilities assumed at the acquisition date: Consideration: Cash $ 27,286,945 Contingent consideration 2,322,531 Fair value of total consideration transferred $ 29,609,476 Assets acquired and liabilities assumed: Cash $ 1,569,867 Accounts receivable 1,890,429 Prepaid expenses and other current assets 255,975 Fixed assets 549,276 Developed technology 4,855,000 Customer relationships 1,142,000 Contract backlog 836,000 Trademarks 587,000 Total identifiable assets acquired excluding goodwill 11,685,547 Accrued expenses 757,423 Deferred revenue 565,000 Deferred tax liability 192,380 Total liabilities assumed 1,514,803 Net identifiable assets acquired excluding goodwill 10,170,744 Goodwill 19,438,732 Net assets acquired $ 29,609,476 |
Summary of Revenue and Net Loss of the Combined Entity | The revenue and net loss of the combined entity as if the acquisition date had been January 1, 2014 are as follows: Year Ended December 31, Supplemental pro forma information (unaudited): 2015 2014 Revenue $ 69,060,082 $ 75,475,317 Net loss (29,514,360 ) (29,672,890 ) |
Consolidated Balance Sheet Co27
Consolidated Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Consolidated Balance Sheet Components [Abstract] | |
Schedule of Property and Equipment | Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of the assets as follows: Asset Classification Estimated Useful Life Computer and equipment 3 to 5 years Software 3 to 5 years Furniture and fixtures 7 years Leasehold improvements Shorter of the estimated useful life or the remaining lease term Property and Equipment December 31, 2015 2014 Computer software and equipment $ 15,584,883 $ 12,115,113 Software development costs 12,651,316 12,939,065 Furniture and fixtures 2,140,523 1,986,607 Leasehold improvements 3,081,861 2,671,037 Total property and equipment 33,458,583 29,711,822 Less: accumulated depreciation and amortization (21,278,474 ) (16,793,282 ) Total property and equipment, net $ 12,180,109 $ 12,918,540 |
Schedule of Accrued Expenses | Accrued Expenses Accrued expenses at December 31, 2015 and 2014 consisted of the following: December 31, 2015 2014 Accrued bonus $ 1,843,719 $ 2,999,209 Accrued commission 2,989,495 2,332,910 Deferred rent 230,224 195,681 Accrued severance 293,828 845,810 Accrued professional fees 815,893 252,005 Accrued taxes 705,032 410,813 Accrued contingent consideration 29,000 — Other accrued expenses 1,897,968 1,007,331 Total $ 8,805,159 $ 8,043,759 |
Deferred Revenue | Deferred revenue Deferred revenue at December 31, 2015 and 2014 consisted of the following: December 31, 2015 2014 Current: Subscription revenue $ 28,766,188 $ 20,907,087 Professional services revenue 1,455,578 1,603,757 Other 310,638 3,657,514 Total current 30,532,404 26,168,358 Noncurrent: Subscription revenue 375,244 387,965 Professional services revenue 2,018,101 1,055,282 Other — 310,639 Total noncurrent 2,393,345 1,753,886 Total deferred revenue $ 32,925,749 $ 27,922,244 |
Other Noncurrent Liabilities | Other Noncurrent Liabilities December 31, 2015 2014 Deferred rent $ 1,732,607 $ 1,822,061 Acquisition contingent consideration liability 1,230,531 287,441 Acquisition compensation costs 946,590 — Other — 42 Total $ 3,909,728 $ 2,109,544 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Other Intangible Assets | Other intangibles are comprised of the following: Amortization Period December 31, 2015 2014 Acquired technology 3 to 8 years $ 6,317,600 $ 1,462,600 Customer related intangibles 10 to 15 years 3,960,200 2,979,300 Contract backlog 2 years 940,400 — Trademarks and licenses 5 to 7 years 1,193,700 — Patents and other 2.3 years/NA 96,022 96,700 12,507,922 4,538,600 Less: accumulated amortization (4,834,261 ) (3,527,074 ) $ 7,673,661 $ 1,011,526 |
Summary of Future Amortization Expense of Other Intangible Assets | The estimated future amortization expense of other intangibles as of December 31, 2015 is as follows: 2016 $ 1,521,609 2017 1,115,408 2018 1,037,972 2019 1,031,203 2020 929,606 2021 and thereafter 1,998,726 $ 7,634,524 |
Goodwill Rollforward | The rollforward of goodwill is as follows: Balance at December 31, 2013 $ 24,476,157 2014 activity — Balance at 2014 24,476,157 ecVision acquisition (Note 3) 19,437,028 Balance at December 31, 2015 $ 43,913,185 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Loss before income taxes and income tax expense is comprised of the following: Year Ended December 31, 2015 2014 2013 Loss before income taxes: Domestic $ (21,560,050 ) $ (17,138,329 ) $ (6,491,150 ) Foreign (6,250,399 ) (10,013,010 ) (7,357,002 ) $ (27,810,449 ) $ (27,151,339 ) $ (13,848,152 ) Current provision: Federal $ 60,773 $ — $ — State 27,438 — 11,087 Foreign 372,394 552,619 538,631 $ 460,605 $ 552,619 $ 549,718 Deferred provision: Federal $ — $ — $ — State — — — Foreign (192,380 ) — — $ (192,380 ) $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of the statutory U.S. federal tax rate to our effective rate is as follows: Year Ended December 31, 2015 2014 2013 Statutory U.S. federal tax rate (benefit) (35.0 )% (35.0 )% (35.0 )% State income taxes, net of federal benefit 0.1 — 0.1 Foreign taxes 5.6 2.5 3.9 Stock-based compensation 0.1 22.0 23.6 Acquisition related expenses 1.6 — — Change in valuation allowance 22.9 7.1 9.2 Non-deductible expenses and other 5.7 5.5 2.2 Effective tax rate 1.0 % 2.1 % 4.0 % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities are comprised of the following: December 31, 2015 2014 Current deferred tax asset: Accrued bonuses $ 604,707 $ — Accounts receivable 56,292 43,068 Other 183,004 44,923 Non-Current deferred tax asset: Deferred revenue 1,406,238 1,193,522 NOL's 29,157,843 25,902,622 Other 2,659,105 1,150,043 Deferred tax assets $ 34,067,189 $ 28,334,178 Current deferred tax liability: Deferred commissions $ (3,273,570 ) $ (4,310,753 ) Non-current deferred tax liability: Intangibles (1,071,984 ) (112,186 ) Fixed assets (2,585,024 ) (3,287,023 ) Other $ (26,064 ) $ — Deferred tax liabilities $ (6,956,642 ) $ (7,709,962 ) Less: valuation allowance $ (27,110,547 ) $ (20,624,216 ) Total $ — $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) and future minimum capital lease payments as of December 31, 2015 are as follows: Capital Leases Operating Leases 2016 $ 1,766,376 $ 4,696,545 2017 1,175,223 3,855,209 2018 506,395 2,722,791 2019 277,414 2,729,468 2020 100,400 1,867,195 2021 and thereafter — 2,068,058 Total minimum lease payments 3,825,808 $ 17,939,266 Less amount representing interest (310,414 ) Present value of net minimum capital lease payments 3,515,394 Less current installments of obligations under capital leases (1,598,450 ) Obligations under capital leases excluding current installments $ 1,916,944 |
Schedule of Future Minimum Lease Payments for Capital Leases | Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) and future minimum capital lease payments as of December 31, 2015 are as follows: Capital Leases Operating Leases 2016 $ 1,766,376 $ 4,696,545 2017 1,175,223 3,855,209 2018 506,395 2,722,791 2019 277,414 2,729,468 2020 100,400 1,867,195 2021 and thereafter — 2,068,058 Total minimum lease payments 3,825,808 $ 17,939,266 Less amount representing interest (310,414 ) Present value of net minimum capital lease payments 3,515,394 Less current installments of obligations under capital leases (1,598,450 ) Obligations under capital leases excluding current installments $ 1,916,944 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | The following table reflects the schedule of principal payments on the Term Loan as of December 31, 2015 : Principal Payments 2016 $ 375,000 2017 656,250 2018 13,625,000 $ 14,656,250 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Fair Value Weighted Average Assumption | Under the 2002 Plan and the 2012 Plan, the fair value of option grants is estimated using the Black-Scholes option pricing model with the following weighted average assumptions: Year Ended December 31, 2015 2014 2013 Risk-free interest rate 1.71 - 1.75% 1.90 - 1.99% 1.13 - 1.75% Expected volatility 33.62 - 39.32% 43.29 - 60.00% 60.00% Expected dividend yield — — — Expected life in years 6.25 6.25 3.75 - 6.25 Weighted average fair value of options granted $3.28 $6.01 $2.65 |
Schedule of Share-based Compensation Activity | Information relative to the 2002 Plan and the 2012 Plan is as follows: Options Outstanding Exercise Price Per Share Weighted Average Exercise Price Balance at December 31, 2012 2,142,537 $0.37 - $4.06 $2.17 Granted 831,663 $2.68 - $8.07 $5.25 Exercised (79,492 ) $0.37 $0.37 Canceled (4,345 ) $0.37 - $2.31 $1.12 Balance at December 31, 2013 2,890,363 $0.37 - $6.14 $3.11 Granted 2,485,592 $12.62 - $15.90 $13.49 Exercised (767,593 ) $0.37 - $5.57 $2.04 Canceled (158,389 ) $1.75 - $13.00 $5.70 Balance at December 31, 2014 4,449,973 $0.84 - $15.90 $9.00 Granted 1,028,850 $4.13 - $9.06 $8.05 Exercised (462,703 ) $0.84 - $6.14 $2.81 Canceled (490,113 ) $2.31 - $13.00 $9.84 Expired (123,064 ) $5.57 - $13.00 $7.56 Balance at December 31, 2015 4,402,943 $1.75 - $15.90 $9.38 |
Schedule of Share-based Compensation by Exercise Price Range | Information with respect to the options outstanding and exercisable under the 2002 Plan and the 2012 Plan at December 31, 2015 is as follows: Options Outstanding Options Exercisable Exercise Price Per Share Options Outstanding Weighted Average Remaining Contractual Life Intrinsic Value Options Exercisable Weighted Average Remaining Contractual Life Intrinsic Value $ 1.75 - $ 2.68 863,997 3.9 years $ 2,413,575 822,247 3.7 years $ 2,312,958 $ 2.74 - $ 4.13 169,930 3.0 years 269,913 131,930 1.1 years 233,432 $ 5.57 - $ 9.06 1,194,878 8.7 years — 187,874 7.5 years — $ 12.62 - $15.90 2,174,138 8.6 years — 679,817 8.6 years — 4,402,943 $ 2,683,488 1,821,868 $ 2,546,390 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | The following table is a summary of our RSU activity at December 31, 2015 : Number of RSU's Outstanding Weighted Average Grant Date Fair Value Balance at December 31, 2013 — $ — Granted 109,309 15.27 Vested — — Canceled — — Balance at December 31, 2014 109,309 15.27 Granted 463,852 8.13 Vested (140,638 ) 13.89 Canceled (40,001 ) 8.08 Balance at December 31, 2015 392,522 8.07 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Year Ended December 31, 2015 2014 2013 Basic and diluted net loss per share: Numerator: Net loss attributable to common stockholders $ (28,078,674 ) $ (30,120,463 ) $ (19,247,477 ) Denominator: Weighted average shares used in computing net loss attributable to common stockholders 26,152,301 20,623,760 3,763,562 Basic and diluted net loss per share $ (1.07 ) $ (1.46 ) $ (5.11 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Diluted net loss per share does not include the effect of the following antidilutive common equivalent shares: Year Ended December 31, 2015 2014 2013 Stock options outstanding 4,402,943 4,449,973 2,890,363 Restricted stock units 392,522 109,309 — Stock purchase warrants outstanding — — 245,946 Common equivalent shares preferred stock — — 13,993,566 4,795,465 4,559,282 17,129,875 |
Quarterly Results of Operatio34
Quarterly Results of Operations (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Results of Operations | The following is a summary of our quarterly results of operations for the years ended December 31, 2015 and 2014 : March 31, June 30, September 30, December 31, Revenues $ 15,194,125 $ 17,377,396 $ 17,336,187 $ 17,202,212 Gross profit 6,989,367 7,709,585 7,795,506 7,721,422 Net loss (6,950,176 ) (8,218,450 ) (6,262,993 ) (6,647,055 ) Net loss per share: Basic and diluted $ (0.27 ) $ (0.32 ) $ (0.24 ) $ (0.25 ) March 31, June 30, September 30, December 31, Revenues $ 14,989,008 $ 15,808,945 $ 16,422,820 $ 17,612,693 Gross profit 8,743,956 8,814,526 9,419,002 10,367,802 Net loss (21,939,731 ) (2,185,184 ) (2,238,346 ) (1,340,697 ) Net loss per share: Basic and diluted $ (3.95 ) $ (0.09 ) $ (0.09 ) $ (0.05 ) |
Background and Liquidity - Liqu
Background and Liquidity - Liquidity (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (136,203,826) | $ (108,125,152) |
Summary of Significant Accoun36
Summary of Significant Accounting Policies and Practices - Cash and Cash Equivalents (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 17,741,387 | $ 41,241,784 | ||
Money market accounts | 113,136 | 416 | ||
Total cash and cash equivalents | $ 17,854,523 | $ 41,242,200 | $ 5,147,735 | $ 4,279,821 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies and Practices - Fair Value of Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Assets: | ||
Total assets measured at fair value on a recurring basis | $ 282,371 | $ 282,466 |
Liabilities: | ||
Total liabilities measured at fair value on a recurring basis | 1,259,531 | 287,441 |
Cash Equivalents | ||
Assets: | ||
Money market accounts | 113,136 | 416 |
Restricted Cash | ||
Assets: | ||
Money market accounts | 169,235 | 282,050 |
Quoted Prices in Active Markets (Level 1) | ||
Assets: | ||
Total assets measured at fair value on a recurring basis | 282,371 | 282,466 |
Liabilities: | ||
Acquisition contingent consideration liability | 0 | 0 |
Total liabilities measured at fair value on a recurring basis | 0 | 0 |
Quoted Prices in Active Markets (Level 1) | Cash Equivalents | ||
Assets: | ||
Money market accounts | 113,136 | 416 |
Quoted Prices in Active Markets (Level 1) | Restricted Cash | ||
Assets: | ||
Money market accounts | 169,235 | 282,050 |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total assets measured at fair value on a recurring basis | 0 | 0 |
Liabilities: | ||
Acquisition contingent consideration liability | 0 | 0 |
Total liabilities measured at fair value on a recurring basis | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Cash Equivalents | ||
Assets: | ||
Money market accounts | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Restricted Cash | ||
Assets: | ||
Money market accounts | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total assets measured at fair value on a recurring basis | 0 | 0 |
Liabilities: | ||
Acquisition contingent consideration liability | 1,259,531 | 287,441 |
Total liabilities measured at fair value on a recurring basis | 1,259,531 | 287,441 |
Significant Unobservable Inputs (Level 3) | Cash Equivalents | ||
Assets: | ||
Money market accounts | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Restricted Cash | ||
Assets: | ||
Money market accounts | $ 0 | 0 |
Contingent Consideration Liability [Member] | ||
Liabilities: | ||
Acquisition contingent consideration liability | $ 287,441 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies and Practices - Reconciliation of the Liabilities Measured at Fair Value on a Recurring Basis (Details) - Acquisition Contingent Consideration Liability - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | $ 2,322,531 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at December 31, 2014 | 287,441 | $ 331,296 |
Mark to estimated fair value recorded as general and administrative expense | (1,350,441) | (43,855) |
Balance at December 31, 2015 | $ 1,259,531 | $ 287,441 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies and Practices - Allowance for Doubtful Accounts Roll Forward (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Beginning balance | $ 138,715 | $ 91,709 | $ 27,384 |
Provision for doubtful accounts | 80,571 | 47,006 | 46,500 |
Acquisition | 3,047 | 0 | 24,695 |
Write-offs, net of recoveries | (68,790) | 0 | (6,870) |
Ending balance | $ 153,543 | $ 138,715 | $ 91,709 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies and Practices - Major Customers and Concentration of Credit Risk (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Sales Revenue, Net [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.00% | 10.00% | 12.00% |
Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.00% | 10.00% |
Summary of Significant Accoun41
Summary of Significant Accounting Policies and Practices - Property and Equipment Depreciable Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Computer Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Computer Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Software and Software Development Costs | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Software and Software Development Costs | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
Summary of Significant Accoun42
Summary of Significant Accounting Policies and Practices - Goodwill (Details) | 12 Months Ended |
Dec. 31, 2015reporting_unit | |
Accounting Policies [Abstract] | |
Number of reporting units (reporting units) | 1 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies and Practices - Other Revenue (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Recovery of direct costs recorded in professional services revenue and cost of professional services revenue | $ 499,553 | $ 579,955 | $ 496,474 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies and Practices - Deferred Commissions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Deferred commission costs | $ 4,102,533 | $ 3,939,722 | $ 6,404,396 |
Amortization of deferred sales commissions | $ 3,556,301 | $ 3,760,916 | $ 3,089,052 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies and Practices - Sales and Long Lived-Assets by Geographic Location (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Long-Lived Assets | $ 63,766,955 | $ 38,406,223 | $ 63,766,955 | $ 38,406,223 | |||||||
Total revenue | 17,202,212 | $ 17,336,187 | $ 17,377,396 | $ 15,194,125 | 17,612,693 | $ 16,422,820 | $ 15,808,945 | $ 14,989,008 | 67,109,920 | 64,833,466 | $ 52,526,989 |
United States | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Long-Lived Assets | 38,935,928 | 37,875,565 | 38,935,928 | 37,875,565 | |||||||
Total revenue | 55,372,259 | 55,817,733 | 46,750,740 | ||||||||
International | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Long-Lived Assets | $ 24,831,027 | $ 530,658 | 24,831,027 | 530,658 | |||||||
Total revenue | $ 11,737,661 | $ 9,015,733 | $ 5,776,249 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies and Practices - Segments (Details) | 12 Months Ended |
Dec. 31, 2015segment | |
Accounting Policies [Abstract] | |
Number of Reportable Segments | 1 |
Acquisition - (Details)
Acquisition - (Details) - USD ($) | Mar. 02, 2015 | Sep. 03, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | |||||
Loan amount outstanding | $ 14,656,250 | ||||
Non-cash acquisition contingent consideration | 2,322,531 | $ 0 | $ 0 | ||
Goodwill | 43,913,185 | 24,476,157 | $ 24,476,157 | ||
Common Stock Contingently Issuable, Revenue Targets | |||||
Business Acquisition [Line Items] | |||||
Stocked issued during period (in shares) | 66,077 | ||||
ecVision, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Purchase Price, Before Adjustments | $ 26,398,400 | ||||
Cash paid to acquire business | 27,286,945 | ||||
Maximum earnout payment | 5,176,000 | ||||
Business Combination, Purchase Price, Before Working Capital Adjustments | 27,286,945 | ||||
Payments to Acquire Business, Prior to Purchase Price Adjustments | 24,400,000 | ||||
Business Combination, Purchase Price, Working Capital Adjustment | 2,000,000 | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | $ 3,500,000 | ||||
Business Combination, Contingent Consideration, Revenue Growth, Minimum, Percentage | 18.00% | ||||
Non-cash acquisition contingent consideration | $ 2,322,531 | ||||
Business Combination, Consideration Transferred | 29,609,476 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 1,569,867 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 1,890,429 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 255,975 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 549,276 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | 587,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 11,685,547 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accrued Expenses | 757,423 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue | 565,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | 192,380 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 1,514,803 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 10,170,744 | ||||
Goodwill | 19,438,732 | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 29,609,476 | ||||
ecVision, Inc. [Member] | Products and Services Revenue [Member] | |||||
Business Acquisition [Line Items] | |||||
Maximum earnout payment | $ 5,176,000 | ||||
Business Combination, Contingent Consideration, Revenue Growth, Maximum, Percentage | 20.00% | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | $ 3,500,000 | ||||
Business Combination, Contingent Consideration, Revenue Growth, Minimum, Percentage | 18.00% | ||||
ecVision, Inc. [Member] | Continued Employment [Member] | |||||
Business Acquisition [Line Items] | |||||
Maximum earnout payment | $ 3,675,000 | ||||
Sunrise International Ltd. | |||||
Business Acquisition [Line Items] | |||||
Percentage of business acquired | 100.00% | ||||
EasyCargo (Shanghai) Co., Ltd. | |||||
Business Acquisition [Line Items] | |||||
Percentage of business acquired | 100.00% | ||||
Cash paid to acquire business | $ 2,000,000 | ||||
Stocked issued during period (in shares) | 197,914 | ||||
EasyCargo (Shanghai) Co., Ltd. | Maximum | |||||
Business Acquisition [Line Items] | |||||
Equity interests issued and issuable in a business combination (shares) | 296,547 | ||||
EasyCargo (Shanghai) Co., Ltd. | Common Stock Contingently Issuable, Revenue Targets | |||||
Business Acquisition [Line Items] | |||||
Maximum earnout payment | $ 2,500,000 | ||||
EasyCargo (Shanghai) Co., Ltd. | Common Stock Contingently Issuable, Continued Employment | |||||
Business Acquisition [Line Items] | |||||
Stocked issued during period (in shares) | 32,556 | ||||
Acquired technology | ecVision, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 4,855,000 | ||||
Customer Relationships [Member] | ecVision, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 1,142,000 | ||||
Order or Production Backlog [Member] | ecVision, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 836,000 | ||||
Fair Value, Inputs, Level 3 [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition contingent consideration liability | $ 1,259,531 | $ 287,441 |
Acquisition Pro Forma Informati
Acquisition Pro Forma Information (Details) - ecVision, Inc. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Pro Forma Revenue (unaudited) | $ 69,060,082 | $ 75,475,317 |
Proforma Net Loss (unaudited) | $ (29,514,360) | $ (29,672,890) |
Consolidated Balance Sheet Co49
Consolidated Balance Sheet Components - Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Payments for (Proceeds from) Tenant Allowance | $ 155,338 | ||
Capitalized Computer Software, Additions | 1,926,302 | $ 1,970,963 | $ 2,409,325 |
Capitalized Computer Software, Amortization | 2,789,481 | 1,924,121 | 1,813,602 |
Total property and equipment | 33,458,583 | 29,711,822 | |
Less: accumulated depreciation and amortization | (21,278,474) | (16,793,282) | |
Total property and equipment, net | 12,180,109 | 12,918,540 | |
Depreciation and amortization | 6,268,537 | 4,707,205 | $ 3,657,757 |
Impairment of Long-Lived Assets to be Disposed of | 707,211 | 11,964 | |
Computer software and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 15,584,883 | 12,115,113 | |
Software development costs | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 12,651,316 | 12,939,065 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 2,140,523 | 1,986,607 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 3,081,861 | $ 2,671,037 |
Consolidated Balance Sheet Co50
Consolidated Balance Sheet Components - Leases (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Consolidated Balance Sheet Components [Abstract] | |
Tenant improvement allowance | $ 155,338 |
Consolidated Balance Sheet Co51
Consolidated Balance Sheet Components - Capitalized Software (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Capitalized software costs during the period | $ 1,926,302 | $ 1,970,963 | $ 2,409,325 |
Amortization of capitalized software | 2,789,481 | 1,924,121 | $ 1,813,602 |
Capitalized software, net | $ 290,155 | $ 933,400 | |
Software Development | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years |
Consolidated Balance Sheet Co52
Consolidated Balance Sheet Components - Accrued Expenses (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Consolidated Balance Sheet Components [Abstract] | ||
Accrued bonus | $ 1,843,719 | $ 2,999,209 |
Accrued commission | 2,989,495 | 2,332,910 |
Deferred rent | 230,224 | 195,681 |
Accrued severance | 293,828 | 845,810 |
Accrued professional fees | 815,893 | 252,005 |
Accrued taxes | 705,032 | 410,813 |
Accrued contingent consideration | 29,000 | 0 |
Other accrued expenses | 1,897,968 | 1,007,331 |
Total | $ 8,805,159 | $ 8,043,759 |
Consolidated Balance Sheet Co53
Consolidated Balance Sheet Components - Deferred Revenue (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | May. 31, 2012 | |
Current: | ||||||||||||
Deferred revenue current | $ 30,532,404 | $ 26,168,358 | $ 30,532,404 | $ 26,168,358 | ||||||||
Noncurrent: | ||||||||||||
Deferred revenue, noncurrent | 2,393,345 | 1,753,886 | 2,393,345 | 1,753,886 | ||||||||
Deferred revenue, total | 32,925,749 | 27,922,244 | 32,925,749 | 27,922,244 | ||||||||
Revenues | 17,202,212 | $ 17,336,187 | $ 17,377,396 | $ 15,194,125 | 17,612,693 | $ 16,422,820 | $ 15,808,945 | $ 14,989,008 | 67,109,920 | 64,833,466 | $ 52,526,989 | |
Subscription revenue | ||||||||||||
Current: | ||||||||||||
Deferred revenue current | 28,766,188 | 20,907,087 | 28,766,188 | 20,907,087 | ||||||||
Noncurrent: | ||||||||||||
Deferred revenue, noncurrent | 375,244 | 387,965 | 375,244 | 387,965 | ||||||||
Professional services revenue | ||||||||||||
Current: | ||||||||||||
Deferred revenue current | 1,455,578 | 1,603,757 | 1,455,578 | 1,603,757 | ||||||||
Noncurrent: | ||||||||||||
Deferred revenue, noncurrent | 2,018,101 | 1,055,282 | 2,018,101 | 1,055,282 | ||||||||
Other | ||||||||||||
Current: | ||||||||||||
Deferred revenue current | 310,638 | 3,657,514 | 310,638 | 3,657,514 | ||||||||
Noncurrent: | ||||||||||||
Deferred revenue, noncurrent | $ 0 | $ 310,639 | 0 | 310,639 | ||||||||
Deferred revenue, total | $ 10,525,434 | |||||||||||
Revenues | $ 3,657,514 | $ 3,657,514 | $ 3,657,514 |
Consolidated Balance Sheet Co54
Consolidated Balance Sheet Components - Other Noncurrent Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Consolidated Balance Sheet Components [Abstract] | ||
Deferred rent | $ 1,732,607 | $ 1,822,061 |
Acquisition contingent consideration liability | 1,230,531 | 287,441 |
Other Deferred Compensation Arrangements, Liability, Current and Noncurrent | 946,590 | 0 |
Other | 0 | 42 |
Total | $ 3,909,728 | $ 2,109,544 |
Goodwill and Other Intangible55
Goodwill and Other Intangibles - (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Patents and other | $ 96,022 | $ 96,700 |
Intangible assets, gross | 12,507,922 | 4,538,600 |
Less: accumulated amortization | (4,834,261) | (3,527,074) |
Intangible assets, net | 7,673,661 | 1,011,526 |
Acquired technology | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 6,317,600 | 1,462,600 |
Customer related intangibles | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 3,960,200 | 2,979,300 |
Order or Production Backlog [Member] | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 940,400 | 0 |
Trademarks [Member] | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 1,193,700 | $ 0 |
Minimum | Acquired technology | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | |
Minimum | Customer related intangibles | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Minimum | Trademarks [Member] | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Maximum | Acquired technology | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 8 years | |
Maximum | Customer related intangibles | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 15 years | |
Maximum | Order or Production Backlog [Member] | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 2 years | |
Maximum | Trademarks [Member] | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 7 years | |
Maximum | Other Intangible Assets [Member] | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 2 years 4 months |
Goodwill and Other Intangible56
Goodwill and Other Intangibles - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 1,307,246 | $ 189,508 | $ 134,216 |
Goodwill and Other Intangible57
Goodwill and Other Intangibles - Acquired Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Minimum [Member] | Acquired technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Minimum [Member] | Customer related intangibles | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Minimum [Member] | Trademarks [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Maximum [Member] | Acquired technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 8 years |
Maximum [Member] | Customer related intangibles | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 15 years |
Maximum [Member] | Order or Production Backlog [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 2 years |
Maximum [Member] | Trademarks [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 7 years |
Maximum [Member] | Other Intangible Assets [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 2 years 4 months |
Goodwill and Other Intangible58
Goodwill and Other Intangibles - Future Amortization Expense (Details) | Dec. 31, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,016 | $ 1,521,609 |
2,017 | 1,115,408 |
2,018 | 1,037,972 |
2,019 | 1,031,203 |
2,020 | 929,606 |
2021 and thereafter | 1,998,726 |
Finite-lived intangible assets, net | $ 7,634,524 |
Goodwill and Other Intangible59
Goodwill and Other Intangibles - Goodwill Rollforward (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, beginning balance | $ 24,476,157 | $ 24,476,157 |
Goodwill, acquired during period | 19,437,028 | 0 |
Goodwill, ending balance | $ 43,913,185 | $ 24,476,157 |
Income Taxes Components of Curr
Income Taxes Components of Current Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Loss before income taxes: | |||
Loss before income taxes, domestic | $ (21,560,050) | $ (17,138,329) | $ (6,491,150) |
Loss before income taxes, foreign | (6,250,399) | (10,013,010) | (7,357,002) |
Loss before income taxes | (27,810,449) | (27,151,339) | (13,848,152) |
Current provision: | |||
Current provision, federal | 60,773 | 0 | 0 |
Current provision, state | 27,438 | 0 | 11,087 |
Current provision, foreign | 372,394 | 552,619 | 538,631 |
Current provision | 460,605 | 552,619 | 549,718 |
Deferred Federal Income Tax Expense (Benefit) | 0 | 0 | 0 |
Deferred State and Local Income Tax Expense (Benefit) | 0 | 0 | 0 |
Deferred Foreign Income Tax Expense (Benefit) | (192,380) | 0 | 0 |
Deferred Income Tax Expense (Benefit) | $ (192,380) | $ 0 | $ 0 |
Income Taxes Effective Income T
Income Taxes Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Statutory U.S. federal tax rate (benefit) | (35.00%) | (35.00%) | (35.00%) |
State income taxes, net of federal benefit | 0.10% | 0.00% | 0.10% |
Foreign taxes | 5.60% | 2.50% | 3.90% |
Stock-based compensation | 0.10% | 22.00% | 23.60% |
Acquisition related expenses | 1.60% | 0.00% | 0.00% |
Change in valuation allowance | 22.90% | 7.10% | 9.20% |
Non-deductible expenses and other | 5.70% | 5.50% | 2.20% |
Effective tax rate | 1.00% | 2.10% | 4.00% |
Income Taxes Deferred Tax Asset
Income Taxes Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current deferred tax asset: | ||
Accrued bonuses | $ 604,707 | $ 0 |
Accounts receivable | 56,292 | 43,068 |
Other | 183,004 | 44,923 |
Non-Current deferred tax asset: | ||
Deferred revenue | 1,406,238 | 1,193,522 |
NOL's | 29,157,843 | 25,902,622 |
Other | 2,659,105 | 1,150,043 |
Deferred tax assets | 34,067,189 | 28,334,178 |
Current deferred tax liability: | ||
Deferred commissions | (3,273,570) | (4,310,753) |
Deferred Tax Liabilities, Gross, Non-Current [Abstract] | ||
Intangibles | (1,071,984) | (112,186) |
Fixed assets | (2,585,024) | (3,287,023) |
Deferred Tax Liabilities, Other | (26,064) | 0 |
Deferred tax liabilities | (6,956,642) | (7,709,962) |
Less: valuation allowance | (27,110,547) | (20,624,216) |
Total | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Assets, Valuation Allowance | $ 27,110,547 | $ 20,624,216 |
Net change in the valuation allowance | 6,486,331 | 1,447,993 |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Federal net operating loss (NOL) carryforward | $ 73,533,000 | $ 64,600,000 |
Leases - Operating Leases - (De
Leases - Operating Leases - (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Leased Assets [Line Items] | |||
Rent expense | $ 3,564,000 | $ 2,526,000 | $ 2,195,000 |
Minimum | |||
Operating Leased Assets [Line Items] | |||
Operating lease, renewal term | 3 years | ||
Maximum | |||
Operating Leased Assets [Line Items] | |||
Operating lease, renewal term | 5 years |
Leases - Capital Leases - (Deta
Leases - Capital Leases - (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Leases [Abstract] | ||
Capital leased assets, carrying value | $ 2,862,025 | $ 3,282,825 |
Capital leases, accumulated depreciation | $ 4,021,656 | $ 2,253,066 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments - (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2,015 | $ 1,766,376 | |
2,016 | 1,175,223 | |
2,017 | 506,395 | |
2,018 | 277,414 | |
2,019 | 100,400 | |
2021 and thereafter | 0 | |
Total minimum lease payments | 3,825,808 | |
Less amount representing interest | (310,414) | |
Present value of net minimum capital lease payments | 3,515,394 | |
Less current installments of obligations under capital leases | (1,598,450) | $ (1,321,610) |
Obligations under capital leases excluding current installments | 1,916,944 | $ 2,141,584 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2,016 | 4,696,545 | |
2,016 | 3,855,209 | |
2,017 | 2,722,791 | |
2,018 | 2,729,468 | |
2,019 | 1,867,195 | |
2021 and thereafter | 2,068,058 | |
Total minimum lease payments | $ 17,939,266 |
Debt - Line of Credit - (Detail
Debt - Line of Credit - (Details) - USD ($) | Nov. 05, 2015 | Mar. 04, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | ||||
Line of credit facility, increase in maximum borrowing capacity | $ 5,000,000 | |||
Repayments of debt | $ 5,000,000 | |||
Revolving credit facility | $ 5,000,000 | $ 0 | ||
Line of Credit [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 25,000,000 | |||
Line of Credit [Member] | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | 5,000,000 | |||
Line of Credit [Member] | Letter of Credit [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | 2,000,000 | |||
Line of Credit [Member] | Secured Debt [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 20,000,000 | |||
Debt Instrument, Unamortized Discount | $ 18,056 | |||
Base Rate [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable interest rate | 1.50% | |||
London Interbank Offered Rate (LIBOR) [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable interest rate | 3.50% | |||
Debt Instrument, Interest Rate, Effective Percentage | 3.83% |
Debt - Term Loan - (Details)
Debt - Term Loan - (Details) - USD ($) | Dec. 31, 2015 | Mar. 04, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||
Revolving credit facility | $ 5,000,000 | $ 0 | |
2,016 | 375,000 | ||
2,017 | 656,250 | ||
2,018 | 13,625,000 | ||
Long-term Debt | $ 14,656,250 | ||
London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Effective Percentage | 3.83% | ||
Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000,000 | ||
Line of Credit [Member] | Letter of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | 2,000,000 | ||
Line of Credit [Member] | Secured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 20,000,000 | ||
Debt Instrument, Unamortized Discount | $ 18,056 | ||
Long-term Debt | $ 14,638,194 |
Stockholders' Equity - Redeemab
Stockholders' Equity - Redeemable Convertible Preferred Stock and Preferred Stock Dividends (Details) - $ / shares | Mar. 26, 2014 | Dec. 31, 2014 | Dec. 31, 2015 |
Class of Stock [Line Items] | |||
Preferred Stock, Shares Authorized | 10,000,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Redeemable convertible preferred stock converted to common stock (in shares) | 13,993,566 | 14,802,188 | |
Conversion of accrued dividends to common shares (shares) | 808,622 | ||
Series A Redeemable Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Shares Outstanding | 6,725,000 | ||
Series B Redeemable Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Shares Outstanding | 1,853,568 | ||
Series C Redeemable Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Shares Outstanding | 5,227,761 | ||
Series D Redeemable Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Shares Outstanding | 2,669,384 | ||
Series E Redeemable Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Shares Outstanding | 4,472,671 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($)vote$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($)shares | |
Class of Stock [Line Items] | |||
Common Stock, Shares Authorized | shares | 100,000,000 | 100,000,000 | |
Exercise of common stock options (in shares) | shares | 462,703 | 767,593 | 79,492 |
Common stock, shares outstanding (in shares), ending balance | shares | 26,260,459 | 25,765,792 | |
Common stock, amount, beginning balance | $ 25,766 | ||
Exercise of common stock options | 1,299,427 | $ 1,568,137 | $ 29,750 |
Exercise of common stock warrants | 3,011,908 | ||
Reclassification of puttable common stock into common stock | 2,160,079 | $ (35,651) | |
Common stock issued for IPO | 0 | 53,079,504 | |
Common stock, amount, ending balance | $ 26,261 | $ 25,766 | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | |
Common Stock | |||
Class of Stock [Line Items] | |||
Number of votes (vote) | vote | 1 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 4,402,943 | 4,449,973 | 2,890,363 | 2,142,537 |
Stock based compensation, outstanding, weighted average exercise price (USD per share) | $ 6.98 | |||
Shares outstanding, weighted average remaining contractual term | 5 years 8 months | |||
Nonvested awards, compensation not yet recognized | $ 11,268,573 | $ 14,666,554 | ||
Compensation cost not yet recognized, period for recognition | 1 month | |||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | The following table is a summary of our RSU activity at December 31, 2015 : Number of RSU's Outstanding Weighted Average Grant Date Fair Value Balance at December 31, 2013 — $ — Granted 109,309 15.27 Vested — — Canceled — — Balance at December 31, 2014 109,309 15.27 Granted 463,852 8.13 Vested (140,638 ) 13.89 Canceled (40,001 ) 8.08 Balance at December 31, 2015 392,522 8.07 | |||
2002 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options authorized (in shares) | 4,939,270 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 872,327 | |||
2012 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options authorized (in shares) | 5,146,696 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,530,616 | |||
Employee Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost not yet recognized, period for recognition | 2 years 8 months | |||
Employee Stock Option | 2002 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option term (in years) | 10 years | |||
Stock option vesting period (in years) | 4 years | |||
Employee Stock Option | 2012 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option term (in years) | 10 years | |||
Stock option vesting period (in years) | 4 years | |||
Number of shares available for grant (in shares) | 978,983 | 1,951,959 | ||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (shares) | 463,852 | 109,309 | ||
Number of shares | 392,522 | 109,309 | 0 | |
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 1.75% | 1.99% | 1.75% |
Stock-based Compensation - Fair
Stock-based Compensation - Fair Value Weighted Average Assumptions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 60.00% | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected life (in years) | 6 years 3 months | 6 years 3 months | |
Weighted average fair value of options granted (USD per share) | $ 3.28 | $ 6.01 | $ 2.65 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.71% | 1.90% | 1.13% |
Expected volatility | 33.62% | 43.29% | |
Expected life (in years) | 6 years 3 months | 6 years 3 months | 3 years 9 months |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.75% | 1.99% | 1.75% |
Expected volatility | 39.32% | 60.00% | |
Expected life (in years) | 6 years 3 months |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Share-based Compensation Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Balance at beginning of period (in shares) | 4,449,973 | 2,890,363 | 2,142,537 |
Options granted (in shares) | 1,028,850 | 2,485,592 | 831,663 |
Exercised (in shares) | (462,703) | (767,593) | (79,492) |
Balance at end of period (in shares) | 4,402,943 | 4,449,973 | 2,890,363 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Balance at December 31, 2013, outstanding options, weighted average exercise price (USD per share) | $ 2.17 | ||
Options granted, weighted average exercise price (USD per share) | $ 8.05 | $ 13.49 | 5.25 |
Options exercised, weighted average exercise price (USD per share) | $ 2.81 | $ 2.04 | $ 0.37 |
Total intrinsic value of options exercised | $ 2,698,984 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | (490,113) | (158,389) | (4,345) |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 9.84 | $ 5.70 | $ 1.12 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | (123,064) | 0 | 0 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ 7.56 | $ 0 | $ 0 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Options outstanding, exercise price (USD per share) | 0.84 | 0.37 | 0.37 |
Options granted, exercise price (USD per share) | 4.13 | 12.62 | 2.68 |
Options exercised, exercise price (USD per share) | 0.84 | 0.37 | 0.37 |
Options outstanding, exercise price (USD per share) | 1.75 | 0.84 | 0.37 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Balance at December 31, 2013, outstanding options, weighted average exercise price (USD per share) | 9 | 3.11 | |
Balance at September 30, 2014, outstanding options, weighted average exercise price (USD per share) | 9.38 | 9 | 3.11 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period, Exercise Price | 2.31 | 1.75 | 0.37 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period, Exercise Price | 5.57 | 0 | 0 |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Options outstanding, exercise price (USD per share) | 15.9 | 6.14 | 4.06 |
Options granted, exercise price (USD per share) | 9.06 | 15.9 | 8.07 |
Options exercised, exercise price (USD per share) | 6.14 | 5.57 | 0.37 |
Options outstanding, exercise price (USD per share) | 15.9 | 15.9 | 6.14 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period, Exercise Price | 13 | 13 | 2.31 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period, Exercise Price | $ 13 | $ 0 | $ 0 |
2012 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Balance at end of period (in shares) | 3,530,616 |
Stock-based Compensation - Outs
Stock-based Compensation - Outstanding and Exercisable by Exercise Price (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding (in shares) | 4,402,943 | |||
Outstanding, aggregate intrinsic value | $ 2,683,488 | |||
Number of exercisable options (in shares) | 1,821,868 | |||
Exercisable options, aggregate intrinsic value | $ 2,546,390 | |||
$1.75 - $2.68 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding (in shares) | 863,997 | |||
Options outstanding average remaining contractual life | 3 years 11 months | |||
Outstanding, aggregate intrinsic value | $ 2,413,575 | |||
Number of exercisable options (in shares) | 822,247 | |||
Exercisable options, weighted average term remaining | 3 years 8 months | |||
Exercisable options, aggregate intrinsic value | $ 2,312,958 | |||
$2.74 - $4.13 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding (in shares) | 169,930 | |||
Options outstanding average remaining contractual life | 3 years | |||
Outstanding, aggregate intrinsic value | $ 269,913 | |||
Number of exercisable options (in shares) | 131,930 | |||
Exercisable options, weighted average term remaining | 1 year 1 month | |||
Exercisable options, aggregate intrinsic value | $ 233,432 | |||
$5.57 - $9.06 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding (in shares) | 1,194,878 | |||
Options outstanding average remaining contractual life | 8 years 8 months | |||
Outstanding, aggregate intrinsic value | $ 0 | |||
Number of exercisable options (in shares) | 187,874 | |||
Exercisable options, weighted average term remaining | 7 years 6 months | |||
Exercisable options, aggregate intrinsic value | $ 0 | |||
$12.62 - $15.90 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding (in shares) | 2,174,138 | |||
Options outstanding average remaining contractual life | 8 years 7 months | |||
Outstanding, aggregate intrinsic value | $ 0 | |||
Number of exercisable options (in shares) | 679,817 | |||
Exercisable options, weighted average term remaining | 8 years 7 months | |||
Exercisable options, aggregate intrinsic value | $ 0 | |||
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, exercise price (USD per share) | $ 1.75 | $ 0.84 | $ 0.37 | $ 0.37 |
Minimum | $1.75 - $2.68 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, exercise price (USD per share) | 1.75 | |||
Minimum | $2.74 - $4.13 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, exercise price (USD per share) | 2.74 | |||
Minimum | $5.57 - $9.06 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, exercise price (USD per share) | 5.57 | |||
Minimum | $12.62 - $15.90 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, exercise price (USD per share) | 12.62 | |||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, exercise price (USD per share) | 15.9 | $ 15.9 | $ 6.14 | $ 4.06 |
Maximum | $1.75 - $2.68 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, exercise price (USD per share) | 2.68 | |||
Maximum | $2.74 - $4.13 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, exercise price (USD per share) | 4.13 | |||
Maximum | $5.57 - $9.06 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, exercise price (USD per share) | 9.06 | |||
Maximum | $12.62 - $15.90 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, exercise price (USD per share) | $ 15.90 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Units (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,028,850 | 2,485,592 | 831,663 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Compensation cost not yet recognized, period for recognition | 1 month | |||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 341,546 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Balance at December 31, 2013 (shares) | 109,309 | 109,309 | 0 | |
Granted (shares) | 463,852 | 109,309 | ||
Vested (shares) | (140,638) | 0 | ||
Balance at September 30, 2014 (shares) | 392,522 | 109,309 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Balance at December 31, 2013, Weighted Average Grant Date Fair Value (USD per share) | $ 15.27 | $ 15.27 | $ 0 | |
Weighted Average Grant Date Fair Value (USD per share) | 8.13 | 15.27 | ||
Vested in Period, Weighted Average Grant Date Fair Value (USD per share) | 13.89 | 0 | ||
Balance at September 30, 2014, Weighted Average Grant Date Fair Value (USD per share) | $ 8.07 | $ 15.27 | $ 0 | |
Unrecognized stock-based compensation expense | $ 90,488 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (40,001) | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 8.08 | $ 0 | ||
Minimum [Member] | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested, Share Granted, Percentage | 0.00% | |||
Maximum [Member] | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested, Share Granted, Percentage | 120.00% |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Basic and diluted net loss per share: | |||||||||||
Net loss attributable to common stockholders | $ (28,078,674) | $ (30,120,463) | $ (19,247,477) | ||||||||
Weighted average shares used in computing net loss attributable to common stockholders (in shares) | 26,152,301 | 20,623,760 | 3,763,562 | ||||||||
Basic and diluted net loss per share (USD per share) | $ (0.25) | $ (0.24) | $ (0.32) | $ (0.27) | $ (0.05) | $ (0.09) | $ (0.09) | $ (3.95) | $ (1.07) | $ (1.46) | $ (5.11) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,795,465 | 4,559,282 | 17,129,875 |
Stock options outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,402,943 | 4,449,973 | 2,890,363 |
Restricted Stock Units (RSUs) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 392,522 | 109,309 | 0 |
Stock purchase warrants outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | 245,946 |
Common equivalent shares preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | 13,993,566 |
Unvested Shares of Restricted Common Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,221,736 |
Quarterly Results of Operatio78
Quarterly Results of Operations (unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenue | $ 17,202,212 | $ 17,336,187 | $ 17,377,396 | $ 15,194,125 | $ 17,612,693 | $ 16,422,820 | $ 15,808,945 | $ 14,989,008 | $ 67,109,920 | $ 64,833,466 | $ 52,526,989 |
Gross profit | 7,721,422 | 7,795,506 | 7,709,585 | 6,989,367 | 10,367,802 | 9,419,002 | 8,814,526 | 8,743,956 | 30,215,880 | 37,345,286 | 30,280,793 |
Net loss | $ (6,647,055) | $ (6,262,993) | $ (8,218,450) | $ (6,950,176) | $ (1,340,697) | $ (2,238,346) | $ (2,185,184) | $ (21,939,731) | $ (28,078,674) | $ (27,703,958) | $ (14,397,870) |
Basic and diluted (USD per share) | $ (0.25) | $ (0.24) | $ (0.32) | $ (0.27) | $ (0.05) | $ (0.09) | $ (0.09) | $ (3.95) | $ (1.07) | $ (1.46) | $ (5.11) |