Document and Entity Information
Document and Entity Information Document - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 28, 2017 | Jun. 30, 2016 | |
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, 2016 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 27,033,777 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 102,557,973 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Cash and cash equivalents | $ 15,408,133 | $ 17,854,523 |
Accounts receivable, net | 19,661,156 | 18,308,547 |
Unbilled receivables | 314,328 | 1,024,861 |
Deferred commissions | 4,420,632 | 3,767,432 |
Prepaid expenses and other current assets | 1,719,612 | 2,003,849 |
Total current assets | 41,523,861 | 42,959,212 |
Property and equipment, net | 9,978,255 | 12,180,109 |
Goodwill | 43,907,017 | 43,913,185 |
Other intangibles, net | 6,148,820 | 7,673,661 |
Deferred commissions | 8,046,664 | 7,007,518 |
Deposits and other assets | 884,471 | 890,059 |
Total assets | 110,489,088 | 114,623,744 |
Current liabilities: | ||
Accounts payable | 2,724,591 | 1,451,463 |
Accrued expenses | 14,127,304 | 8,805,159 |
Current portion of capital lease obligations | 1,155,964 | 1,598,450 |
Deferred revenue | 34,464,264 | 30,532,404 |
Current portion of term loan, net of discount and debt financing costs | 593,336 | 312,086 |
Total current liabilities | 53,065,459 | 42,699,562 |
Capital lease obligations, less current portion | 1,276,700 | 1,916,944 |
Deferred revenue, less current portion | 2,135,620 | 2,393,345 |
Term loan, net of discount and debt financing costs, less current portion | 13,614,514 | 14,207,850 |
Revolving credit facility | 6,000,000 | 5,000,000 |
Other noncurrent liabilities | 1,825,317 | 3,909,728 |
Total liabilities | 77,917,610 | 70,127,429 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; issued and outstanding 26,926,268 and 26,260,459 shares at December 31, 2016 and 2015, respectively | 26,926 | 26,261 |
Additional paid-in capital | 188,811,896 | 181,457,089 |
Accumulated other comprehensive loss | (1,336,792) | (783,209) |
Accumulated deficit | (154,930,552) | (136,203,826) |
Total stockholders’ equity | 32,571,478 | 44,496,315 |
Total liabilities and stockholders’ equity | $ 110,489,088 | $ 114,623,744 |
Consolidated Balance Sheets Con
Consolidated Balance Sheets Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 26,926,268 | 26,260,459 |
Common stock, shares outstanding (in shares) | 26,926,268 | 26,260,459 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Revenue: | ||||
Subscription | $ 53,310,533 | $ 47,067,117 | $ 45,142,117 | |
Professional services | 19,850,657 | 20,042,803 | 19,691,349 | |
Total revenue | 73,161,190 | 67,109,920 | 64,833,466 | |
Cost of revenue | ||||
Cost of subscription revenue | [1] | 19,922,839 | 20,041,196 | 14,586,245 |
Cost of professional services revenue | [1] | 15,813,562 | 16,852,844 | 12,901,935 |
Total cost of revenue | 35,736,401 | 36,894,040 | 27,488,180 | |
Gross profit | 37,424,789 | 30,215,880 | 37,345,286 | |
Operating expenses | ||||
Sales and marketing | [1] | 22,637,984 | 24,200,504 | 20,033,251 |
Research and development | [1] | 16,794,516 | 16,448,625 | 9,745,137 |
General and administrative | [1] | 15,318,098 | 16,528,568 | 15,761,895 |
Restricted stock expense | 0 | 0 | 18,683,277 | |
Total operating expenses | 54,750,598 | 57,177,697 | 64,223,560 | |
Loss from operations | (17,325,809) | (26,961,817) | (26,878,274) | |
Interest income | 57,126 | 61,414 | 2,009 | |
Interest expense | (862,321) | (910,046) | (275,074) | |
Loss before income taxes | (18,131,004) | (27,810,449) | (27,151,339) | |
Income tax expense | 595,722 | 268,225 | 552,619 | |
Net loss | (18,726,726) | (28,078,674) | (27,703,958) | |
Accretion of redeemable convertible preferred stock and puttable common stock | 0 | 0 | (2,416,505) | |
Net loss attributable to common stockholders | $ (18,726,726) | $ (28,078,674) | $ (30,120,463) | |
Net loss per common share (Note 11): | ||||
Basic and diluted (in dollars per share) | $ (0.70) | $ (1.07) | $ (1.46) | |
Weighted-average common shares outstanding (Note 11): | ||||
Basic and diluted (in shares) | 26,718,882 | 26,152,301 | 20,623,760 | |
[1] | (1) Includes stock-based compensation as follows: Year Ended December 31, 2016 2015 2014 Cost of subscription revenue $ 810,455 $ 766,498 $ 289,611 Cost of professional services revenue 480,160 515,354 189,598 Sales and marketing 872,899 821,177 346,545 Research and development 1,161,422 1,077,638 486,031 General and administrative 2,142,954 3,279,635 1,434,988 $ 5,467,890 $ 6,460,302 $ 2,746,773 |
Consolidated Statements of Ope5
Consolidated Statements of Operations Stock Compensation Allocation - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | $ 5,467,890 | $ 6,460,302 | $ 2,746,773 |
Cost of Subscription Revenue [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | 810,455 | 766,498 | 289,611 |
Cost of Professional Services [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | 480,160 | 515,354 | 189,598 |
Selling and Marketing Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | 872,899 | 821,177 | 346,545 |
Research and Development Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | 1,161,422 | 1,077,638 | 486,031 |
General and Administrative Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | $ 2,142,954 | $ 3,279,635 | $ 1,434,988 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss Statement - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (18,726,726) | $ (28,078,674) | $ (27,703,958) |
Other comprehensive loss: | |||
Foreign currency translation | (553,583) | (175,717) | (121,575) |
Total other comprehensive loss | (553,583) | (175,717) | (121,575) |
Comprehensive loss | $ (19,280,309) | $ (28,254,391) | $ (27,825,533) |
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 | Common StockCommon Stock | Restricted Stock Units (RSUs) [Member]Common Stock |
Shares, beginning balance at Dec. 31, 2013 | 5,005,911 | ||||||
Stockholders' Equity, beginning 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) | |||||
Effect of par value on existing shares | $ (15,216,189) | 15,216,189 | |||||
Accretion of redeemable convertible preferred stock | $ (2,380,858) | (2,380,858) | |||||
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 warrant (shares) | 196,304 | ||||||
Exercise of common stock warrants | 3,011,908 | $ 196 | 3,011,712 | ||||
Compensation related to restricted stock | 18,683,277 | 18,683,277 | |||||
Stock-based compensation expense | 2,746,773 | 2,746,773 | |||||
Accretion of puttable common stock (in shares) | 197,914 | ||||||
Accretion of puttable common stock | 2,160,079 | $ 198 | 2,183,456 | (23,575) | |||
Conversion of preferred stock (in shares) | 14,802,188 | ||||||
Conversion of preferred stock | 77,154,211 | $ 14,802 | 77,139,409 | ||||
Stocked issued during period (in shares) | 4,782,870 | ||||||
Stock issued during period | 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 | ||||
Issuance of common stock for vested restricted stock units (in shares) | 24,452 | ||||||
Issuance of common stock for vested restricted stock units | 0 | (24) | $ 24 | ||||
Shares related to net share settlement of equity awards (in shares) | (5,500) | ||||||
Shares related to net share settlement of equity awards | (22,494) | $ (5) | (22,489) | ||||
Stock-based compensation expense | 6,460,302 | 6,460,302 | |||||
Stocked issued during period (in shares) | 13,012 | ||||||
Stock issued during period | 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) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (18,726,726) | (18,726,726) | |||||
Other comprehensive loss | $ (553,583) | (553,583) | |||||
Exercise of common stock options (in shares) | 646,639 | 646,639 | |||||
Exercise of common stock options | $ 1,887,582 | $ 647 | 1,886,935 | ||||
Issuance of common stock for vested restricted stock units (in shares) | 12,664 | ||||||
Issuance of common stock for vested restricted stock units | 0 | (12) | $ 12 | ||||
Stock-based compensation expense | 5,467,890 | 5,467,890 | |||||
Stocked issued during period (in shares) | 6,506 | ||||||
Stock issued during period | 0 | (6) | $ 6 | ||||
Shares, ending balance at Dec. 31, 2016 | 26,926,268 | ||||||
Stockholders' Equity, ending balance at Dec. 31, 2016 | $ 32,571,478 | $ 26,926 | $ 188,811,896 | $ (1,336,792) | $ (154,930,552) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net loss | $ (18,726,726) | $ (28,078,674) | $ (27,703,958) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 6,590,343 | 7,575,783 | 4,896,713 |
Bad debt expense | 509,454 | 80,571 | 47,006 |
Stock-based compensation | 5,467,890 | 6,460,302 | 2,746,773 |
Restricted stock non-cash compensation | 0 | 0 | 18,683,277 |
Compensation related to puttable common stock | 0 | 54,764 | 54,764 |
Acquisition related deferred compensation | 1,419,885 | 946,590 | 0 |
Changes in fair value of contingent consideration liability | 30,469 | (1,350,441) | (43,855) |
Change in fair value of warrant liability | 0 | 0 | 1,244,635 |
Amortization of debt financing costs and accretion of debt discount | 62,914 | 56,382 | 43,858 |
Other | 0 | 0 | 11,964 |
Changes in operating assets and liabilities: | |||
Accounts receivable and unbilled receivables | (1,213,717) | (1,658,964) | (4,798,351) |
Prepaid expenses and other assets | (1,437,777) | (863,713) | (801,221) |
Accounts payable | 1,284,742 | (316,655) | (182,112) |
Accrued expenses | 4,228,119 | (304,962) | 432,225 |
Other liabilities | (2,084,343) | (281,876) | (102,032) |
Deferred revenue | 3,702,924 | 4,451,731 | (2,833,077) |
Net cash used in operating activities | (165,823) | (13,229,162) | (8,303,391) |
Cash flows from investing activities: | |||
Capital expenditures | (231,979) | (1,385,082) | (723,475) |
Addition of capitalized software development costs | (2,286,778) | (1,926,302) | (1,970,963) |
Addition of intangible assets | (275,000) | (275,000) | 0 |
Acquisition, net of cash acquired | 0 | (25,717,078) | 0 |
Cash (paid) received for deposits | (118,993) | (21,989) | 226,690 |
Decrease in restricted cash | 113,094 | 112,815 | 56,409 |
Net cash used in investing activities | (2,799,656) | (29,212,636) | (2,411,339) |
Cash flows from financing activities: | |||
Proceeds from revolving line of credit | 20,250,000 | 5,000,000 | 0 |
Payments on revolving line of credit | (19,250,000) | 0 | (6,978,525) |
Proceeds from term loan | 0 | 20,000,000 | 0 |
Payments on term loan | (375,000) | (5,343,750) | 0 |
Debt discount and financing costs | 0 | (188,743) | 0 |
Repayments on capital lease obligations | (1,425,882) | (1,493,664) | (1,246,226) |
Proceeds from the exercise of stock options | 1,887,582 | 1,299,427 | 1,568,137 |
Taxes paid related to net share settlement | 0 | (22,494) | 0 |
Proceeds from the exercise of common stock warrant | 0 | 0 | 40,452 |
Proceeds from initial public offering, net | 0 | 0 | 53,558,444 |
Net cash provided by financing activities | 1,086,700 | 19,250,776 | 46,942,282 |
Effect of exchange rate on cash and cash equivalents | (567,611) | (196,655) | (133,087) |
Net increase (decrease) in cash and cash equivalents | (2,446,390) | (23,387,677) | 36,094,465 |
Cash and cash equivalents at beginning of period | 17,854,523 | 41,242,200 | 5,147,735 |
Cash and cash equivalents at end of period | 15,408,133 | 17,854,523 | 41,242,200 |
Supplemental disclosures of cash flow information: | |||
Accretion of Series E Preferred Stock | 0 | 0 | 2,289,793 |
Accretion of Series A, B, C, D and E issuance costs | 0 | 0 | 91,065 |
Accretion of puttable common stock | 0 | 0 | 35,647 |
Cash paid for interest | 790,338 | 858,007 | 275,074 |
Non-cash property and equipment acquired under capital lease | 834,432 | 1,545,864 | 1,618,936 |
Non-cash property and equipment and intangible asset purchases in accounts payable | 22,454 | 368,614 | 236,398 |
Non-cash conversion of Series A, B, C, D and E preferred stock | 0 | 0 | 77,139,409 |
Non-cash acquisition contingent consideration | $ 0 | $ 2,322,531 | $ 0 |
Background
Background | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Liquidity | Background |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Practices | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015 consist of the following: December 31, 2016 2015 Cash and cash equivalents $ 15,382,773 $ 17,741,387 Money market accounts 25,360 113,136 $ 15,408,133 $ 17,854,523 (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, 2016 and 2015 : Fair Value Measurements at Reporting Date Using December 31, 2016 Total Level 1 Level 2 Level 3 Assets: Cash equivalents - money market accounts $ 25,360 $ 25,360 $ — $ — Restricted cash - money market accounts 56,141 56,141 — — Total assets measured at fair value on a recurring basis $ 81,501 $ 81,501 $ — $ — Liabilities: Acquisition contingent consideration liability $ 1,290,000 $ — $ — $ 1,290,000 Total liabilities measured at fair value on a recurring basis $ 1,290,000 $ — $ — $ 1,290,000 December 31, 2015 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 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, 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 Mark to estimated fair value recorded as general and administrative expense 30,469 Balance at December 31, 2016 $ 1,290,000 (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, 2016 2015 2014 Beginning balance $ 153,543 $ 138,715 $ 91,709 Provision for doubtful accounts 509,454 80,571 47,006 Acquisition — 3,047 — Write-offs, net of recoveries (252,437 ) (68,790 ) — Ending balance $ 410,560 $ 153,543 $ 138,715 (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, 2016 , and 2015 , no single customer accounted for more than 10% of our accounts receivable. For the years ended December 31, 2016 , and 2015 , no single customer accounted for more than 10% of our revenue. For the year ended December 31, 2014 , there were two customers that each accounted for 10% of our total revenue. (h) Prepaid Expense and Other Current Assets Prepaid expenses and other current assets as of December 31, 2016 and 2015 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, 2016 , 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, 2016, 2015, and 2014 , 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, 2016, 2015, and 2014 were $585,174 , $499,553 , and $579,955 , 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 and amortized in the period are as follows: Year Ended December 31, 2016 2015 2014 Commission costs deferred $ 6,436,699 $ 4,102,533 $ 3,939,722 Commission costs amortized 4,744,353 3,556,301 3,760,916 (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 2016 2015 2014 United States $ 57,586,112 $ 55,372,259 $ 55,817,733 International 15,575,078 11,737,661 9,015,733 Total revenue $ 73,161,190 $ 67,109,920 $ 64,833,466 Long-lived assets by geographic area is as follows: December 31, Country 2016 2015 United States $ 8,881,844 $ 10,658,129 International 1,096,411 1,521,980 Total long-lived assets $ 9,978,255 $ 12,180,109 (u) Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-04, "Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment," which removes Step 2 of the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This ASU is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The adoption of this standard is not expected to have a material effect on our consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, "Restricted Cash", which amends ASC 230, Statement of Cash Flows. This ASU requires that a statement of cash flows explain the change during the reporting period in the total of cash, cash equivalents, and restricted cash or restricted cash equivalents. The effective date will be the first quarter of 2018, with early adoption permitted, and will be adopted using a retrospective transition approach. The adoption of this standard is not expected to have a material effect on our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, "Classification of Certain Cash Receipts and Cash Payments", which amends ASC 230, Statement of Cash Flows. This ASU provides guidance on the statement of cash flows presentation of certain transactions where diversity in practice exists. The effective date will be the first quarter of 2018, with early adoption permitted. The adoption of this standard is not expected to have a material effect on our consolidated financial statements. In March, 2016, the FASB issued ASU 2016-09, "Compensation-Improvements to Employee Share-Based Payment Accounting", which simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. This standard is effective for us in the first quarter of 2017. The adoption of this standard is not expected to have a material effect on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, "Leases", requiring lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the exception of short-term leases. For lessees, leases will continue to be classified as either operating or finance leases in the income statement. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model. Lessors will continue to classify leases as operating, direct financing or sales-type leases. The effective date of the new standard for public companies is for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition and requires application of the new guidance at the beginning of the earliest comparative period presented. This standard is effective for us beginning in the first quarter of fiscal 2019. We are currently evaluating the effect that the updated standard will have on our consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, "Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs". ASU 2015-03 requires an entity to record debt issuance costs as a direct deduction from the debt liability, rather than recording as a separate asset. The new standard is effective for annual reporting periods beginning after December 15, 2015. We implemented the provisions of ASU 2015-03 as of January 1, 2016. The application of this guidance decreased other assets and decreased current and long-term debt by $54,581 and $63,677 , respectively, in the consolidated balance sheet at December 31, 2015, and decreased other assets and decreased current and long-term debt by $54,581 and $9,097 , respectively, in the consolidated balance sheet at December 31, 2016 . In August 2014, FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. ASU 2014-15 provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date of issuance of the entity’s financial statements (or within one year after the date on which the financial statements are available to be issued, when applicable). Further, an entity must provide certain disclosures if there is substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods thereafter. The adoption of this guidance did not have an impact on our consolidated financial statements. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition In March 2015, we acquired ecVision (International) Inc. (ecVision), a cloud-based provider of global sourcing and collaborative supply chain solutions for brand-focused companies. ecVision offers a cloud-based supply chain collaboration platform that optimizes product lifecycle and supply chain processes and their products help customers effectively manage their relationships with product suppliers, raw material vendors, product testing and social compliance audit firms, and global logistics companies. The acquisition of ecVision expands our suite of global supply chain capabilities, allowing us to offer more services at the starting point of the global supply chain and providing greater market differentiation. The acquisition of ecVision was accounted for under the purchase method of accounting and its operating results are included in the accompanying consolidated financial statements from the date of acquisition. As part of the purchase agreement, an earnout payment to ecVision’s former equityholders of up to $5,176,000 was to be made on June 1, 2016 if certain GAAP revenue growth metrics were achieved from April 1, 2015 through March 31, 2016. These metrics were not achieved. Therefore, no earnout payment was made on June 1, 2016. In addition, on June 1, 2017, we will pay to ecVision’s former equityholders $3,675,000 as defined in the ecVision merger agreement. The contingent retention consideration is classified within current liabilities in the consolidated balance sheet and is being marked-to-market within general and administrative expense in the consolidated statement of operations each quarter through March 2017, which is the end of the retention period. At December 31, 2016 , the fair value of the contingent retention consideration was $1,290,000 . The revenue and net loss of the combined entity as if the acquisition date had been January 1, 2015 are as follows: Supplemental pro forma information (unaudited): Year Ended December 31, 2015 Revenue $ 69,060,082 Net loss (29,514,360 ) |
Consolidated Balance Sheet Comp
Consolidated Balance Sheet Components | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 Computer software and equipment $ 15,053,746 $ 15,584,883 Software development costs 14,938,090 12,651,316 Furniture and fixtures 1,959,854 2,140,523 Leasehold improvements 2,930,390 3,081,861 Total property and equipment 34,882,080 33,458,583 Less: accumulated depreciation and amortization (24,903,825 ) (21,278,474 ) Total property and equipment, net $ 9,978,255 $ 12,180,109 Depreciation and amortization expense for the years ended December 31, 2016, 2015, and 2014 were $5,068,786 , $6,268,537 , and $4,707,205 , respectively. 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. Information related to capitalized software costs is as follows: Year Ended December 31, 2016 2015 2014 Software costs capitalized $ 2,286,778 $ 1,926,302 $ 1,970,963 Software costs amortized (1) 1,970,150 2,789,481 1,924,121 (1) Included in cost of subscription revenue on the accompanying consolidated statements of operations. December 31, 2016 2015 Capitalized software costs not yet subject to amortization $ 984,568 $ 290,155 (b) Accrued Expenses Accrued expenses at December 31, 2016 and 2015 consisted of the following: December 31, 2016 2015 Accrued bonus $ 2,717,625 $ 1,843,719 Accrued commission 4,188,006 2,989,495 Deferred rent 263,404 230,224 Accrued severance 10,923 293,828 Accrued professional fees 917,144 815,893 Accrued taxes 549,740 705,032 Accrued contingent consideration and acquisition compensation 3,647,475 29,000 Other accrued expenses 1,832,987 1,897,968 Total $ 14,127,304 $ 8,805,159 (c) Deferred revenue Deferred revenue at December 31, 2016 and 2015 consisted of the following: December 31, 2016 2015 Current: Subscription revenue $ 32,833,795 $ 28,766,188 Professional services revenue 1,630,469 1,455,578 Other — 310,638 Total current 34,464,264 30,532,404 Noncurrent: Subscription revenue 386,206 375,244 Professional services revenue 1,749,414 2,018,101 Total noncurrent 2,135,620 2,393,345 Total deferred revenue $ 36,599,884 $ 32,925,749 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). (d) Other Noncurrent Liabilities December 31, 2016 2015 Deferred rent $ 1,825,317 $ 1,732,607 Acquisition contingent consideration liability — 1,230,531 Acquisition compensation costs — 946,590 Total $ 1,825,317 $ 3,909,728 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 Acquired technology 3 to 8 years $ 6,317,600 $ 6,317,600 Customer related intangibles 10 to 15 years 3,960,200 3,960,200 Contract backlog 2 years 940,400 940,400 Trademarks and licenses 5 to 7 years 1,193,700 1,193,700 Patents and other 2.3 years/NA 93,719 96,022 12,505,619 12,507,922 Less: accumulated amortization (6,356,799 ) (4,834,261 ) $ 6,148,820 $ 7,673,661 Amortization expense was $1,521,557 , $1,307,246 , and $189,508 for the years ended December 31, 2016, 2015, and 2014 , respectively. The estimated future amortization expense of other intangibles as of December 31, 2016 is as follows: 2017 $ 1,115,408 2018 1,037,972 2019 1,031,203 2020 929,606 2021 879,600 2022 and thereafter 1,115,031 $ 6,108,820 The rollforward of goodwill is as follows: Balance at December 31, 2014 $ 24,476,157 ecVision acquisition (Note 3) 19,437,028 Balance at December 31, 2015 43,913,185 2016 activity (6,168 ) Balance at December 31, 2016 $ 43,907,017 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 2014 Loss before income taxes: Domestic $ (14,562,851 ) $ (21,560,050 ) $ (17,138,329 ) Foreign (3,568,153 ) (6,250,399 ) (10,013,010 ) $ (18,131,004 ) $ (27,810,449 ) $ (27,151,339 ) Current provision: Federal $ — $ 60,773 $ — State 735 27,438 — Foreign 594,987 372,394 552,619 $ 595,722 $ 460,605 $ 552,619 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, 2016 2015 2014 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 4.3 5.6 2.5 Stock-based compensation (3.3 ) 0.1 22.0 Acquisition related expenses — 1.6 — Change in valuation allowance 37.5 22.9 7.1 Non-deductible expenses and other (0.3 ) 5.7 5.5 Effective tax rate 3.3 % 1.0 % 2.1 % 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 $34,212,128 and $27,110,547 as of December 31, 2016 and 2015 , respectively, as management believes it is more likely than not that we will not realize our deferred tax assets. The net change in the valuation allowance during the years ended December 31, 2016 and 2015 was $7,101,581 , and $6,486,331 , 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 and Hong Kong entities are operating at a net loss. The foreign current taxes consist of taxes paid locally in the United Kingdom and India. The state current taxes consist of taxes paid for statutory minimum taxes as well as state taxes for a subsidiary. Deferred tax assets and liabilities are comprised of the following: December 31, 2016 2015 Current deferred tax asset: Accrued bonuses $ 888,022 $ 604,707 Accounts receivable reserve 154,230 56,292 Other 350,887 183,004 Non-Current deferred tax asset: Deferred revenue 1,410,565 1,406,238 NOLs 33,611,543 29,157,843 Other 4,238,400 2,659,105 Deferred tax assets $ 40,653,647 $ 34,067,189 Current deferred tax liability: Deferred commissions $ (3,119,841 ) $ (3,273,570 ) Non-current deferred tax liability: Intangibles (814,819 ) (1,071,984 ) Fixed assets (2,481,104 ) (2,585,024 ) Other $ (25,755 ) $ (26,064 ) Deferred tax liabilities $ (6,441,519 ) $ (6,956,642 ) Less: valuation allowance $ (34,212,128 ) $ (27,110,547 ) Total $ — $ — We have a federal net operating loss (NOL) carryforward of approximately $82,134,000 and $73,533,000 as of December 31, 2016 and 2015 , respectively. The federal NOL carryforward will begin to expire in 2019. I f not used, these NOLs may be subject to limitation under Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under the regulations. Under IRC section 382 of the Internal Revenue Code substantial changes in ownership may limit the amount of net operating loss carryforwards that may be utilized annually in the future to offset taxable income. We have completed an Internal Revenue Code section 382 study through June 30, 3016, which concluded that we have experienced several ownership changes, causing limitations on the annual use of the net operating loss carryforwards. Provided there is sufficient taxable income, approximately $2,131,290 of the net operating loss carry forwards are expected to expire without utilization. Additionally, our ability to use our net operating loss carryforwards to reduce future taxable income may be further limited as a result of any future equity transactions, including, but not limited to, an issuance of shares of stock or sales of common stock by our existing stockholders. 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 2016 through 2036. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that we will be able to sustain a position taken on an income tax return. We have no liability for uncertain positions. Interest and penalties, if any, related to unrecognized tax benefits, would be recognized as income tax expense. We file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. Tax years 2013 and forward remain open for examination for federal tax purposes and tax years 2012 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, 2016 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. In May 2016, they concluded their examination and the result of such examination was the adjustment of federal net operating loss carryforwards aggregating approximately $1,200,000 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016, 2015, and 2014 was approximately $3,697,000 , $3,564,000 , and $2,526,000 respectively, and is allocated to various line items in the consolidated statements of operations. The carrying value of assets recorded under capital leases was $2,159,850 and $2,862,025 as of December 31, 2016 and 2015 , respectively, which includes accumulated amortization of $5,524,216 and $4,021,656 , 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, 2016 are as follows: Capital Leases Operating Leases 2017 $ 1,292,210 $ 4,200,060 2018 719,216 3,247,064 2019 490,240 3,256,493 2020 175,262 2,370,552 2021 6,843 1,779,098 2022 and thereafter — 1,796,850 Total minimum lease payments 2,683,771 $ 16,650,117 Less amount representing interest (251,107 ) Present value of net minimum capital lease payments 2,432,664 Less current installments of obligations under capital leases (1,155,964 ) Obligations under capital leases excluding current installments $ 1,276,700 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt In connection with the ecVision acquisition (Note 3), in March 2015 we entered into a credit agreement providing for financing comprised of (i) a senior secured term loan facility (the Term Loan) of $20,000,000 , and (ii) a senior secured revolving credit facility (the Revolver), that was amended in November 2015 to allow for a borrowing limit of $10,000,000 , and includes a $2,000,000 sublimit for the issuance of letters of credit. The maturity date of the credit agreement is March 4, 2018. The credit agreement contains customary affirmative and negative covenants for financings of its type that are subject to customary exceptions. As of December 31, 2016 , we were in compliance with all the reporting and financial covenants. The outstanding balance for the Term Loan as of December 31, 2016 was $14,207,850 , net of unaccreted discount and deferred financing costs of $73,400 and the outstanding balance under the Revolver was $6,000,000 . For the period ended December 31, 2016 , the weighted average interest rate used was 4.19% for the Term Loan and 5.02% for the Revolver. The following table reflects the schedule of principal payments for the Term Loan as of December 31, 2016 : Principal 2017 $ 656,250 2018 13,625,000 $ 14,281,250 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | 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, 2016 , 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, 2016 , there are no |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | Stock-based Compensation Our 2012 Omnibus Incentive Compensation Plan (the 2012 Plan) allows us to grant common stock options, restricted stock units (RSUs), including performance-based restricted stock units (PSUs), and restricted stock awards to our employees (including officers), non-employee consultants and non-employee directors and those of our affiliates. As of December 31, 2016 , we had authorized 5,146,696 awards to be issued under the 2012 Plan, had 3,518,036 options outstanding, and 880,213 RSUs outstanding, of which 280,247 were PSUs. Under our 2002 stock option plan (the 2002 Plan), we had 4,939,270 shares authorized and 338,795 options outstanding as of December 31, 2016 . The 2002 Plan expired in 2012 and we are no longer making grants under it. Stock Options 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, 2016 2015 2014 Risk-free interest rate 1.29% 1.71 - 1.75% 1.90 - 1.99% Expected volatility 33.62% 33.62 - 39.32% 43.29 - 60.00% Expected dividend yield — — — Expected life in years 6.25 6.25 6.25 Weighted average fair value of options granted $1.32 $3.28 $6.01 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, 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 Granted 248,728 $3.74 3.74 Exercised (646,639 ) $1.75 - $8.08 2.92 Canceled (85,287 ) $3.74 - $13.00 9.04 Expired (62,914 ) $1.75 - $13.00 5.77 Balance at December 31, 2016 3,856,831 $2.31 - $15.90 9.99 December 31, 2016 2015 Total intrinsic value of options exercised $ 3,933,518 $ 2,698,984 Weighted average exercise price of fully vested options $ 9.99 $ 6.98 Weighted average remaining term of fully vested options 7.4 years 5.7 years Equity awards available for future grant under the 2012 Plan 266,974 978,983 Total unrecognized compensation cost related to non-vested stock options $ 6,868,787 $ 11,268,573 Weighted average period to recognize compensation cost related to non-vested stock options 1.7 years 2.7 years Information with respect to the options outstanding and exercisable under the 2002 Plan and the 2012 Plan at December 31, 2016 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 $ 2.31 - $ 3.74 603,227 6.4 years $ 3,737,317 361,430 4.6 years $ 2,437,271 $ 4.06 - $ 6.14 244,698 6.8 years 842,502 184,884 6.5 years 601,033 $ 8.07 - $12.62 886,448 7.8 years 801,590 420,779 7.4 years 366,410 $ 13.00 - $15.90 2,122,458 7.6 years — 1,193,865 7.6 years — 3,856,831 $ 5,381,409 2,160,958 $ 3,404,714 Restricted Stock Units Information related to RSUs at December 31, 2016 is as follows: Number of RSU's Outstanding Weighted Average Grant Date Fair Value Balance at December 31, 2013 — $ — Granted 109,309 15.27 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 Granted 666,018 3.91 Vested (83,377 ) 8.11 Canceled (94,950 ) 5.44 Balance at December 31, 2016 880,213 5.20 December 31, Weighted-average grant date fair value of unvested RSUs $ 5.20 Total unrecognized compensation cost related to non-vested RSUs $ 1,462,555 Weighted average period to recognize compensation cost related to non-vested RSUs 3.0 years |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 2014 Basic and diluted net loss per share: Numerator: Net loss attributable to common stockholders $ (18,726,726 ) $ (28,078,674 ) $ (30,120,463 ) Denominator: Weighted average shares used in computing net loss attributable to common stockholders 26,718,882 26,152,301 20,623,760 Basic and diluted net loss per share $ (0.70 ) $ (1.07 ) $ (1.46 ) Diluted net loss per share does not include the effect of the following antidilutive common equivalent shares: Year Ended December 31, 2016 2015 2014 Stock options outstanding 3,856,831 4,402,943 4,449,973 Restricted stock units 880,213 392,522 109,309 4,737,044 4,795,465 4,559,282 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies (a) Employment Agreements On May 5, 2016, we entered into an employment agreement with our Chief Executive Officer and President, James W. Preuninger, which replaced his prior employment agreement dated March 3, 2014 that had expired on March 3, 2016. The May 5, 2016 employment agreement is identical to the March 3, 2014 employment agreement in all respects, with the following exceptions, (i) a term of employment through December 31, 2018 with successive two -year extensions unless either party provides written notice of non-renewal at least six months before the end of the then-current term of employment, (ii) a base salary adjustment to reflect a prior 2015 increase, (iii) inclusion of non-renewal by us as an event upon which specified compensation (including certain equity vesting) would be owed to Mr. Preuninger, similar to termination by the Company without cause or termination by Mr. Preuninger with good reason, (iv) new provisions addressing recoupment and claw-back, and (v) modification to the Confidential Information, Assignment of Rights, Non-Solicitation and Non-Competition Agreement between the Company and Mr. Preuninger (Exhibit B to the employment agreement) to increase the timeframe for non-solicitation and non-competition, upon expiration or termination, from twelve months to twenty-four months. (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 |
Benefit Plan
Benefit Plan | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016, 2015, and 2014 |
Quarterly Results of Operations
Quarterly Results of Operations (unaudited) (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015 : March 31, June 30, September 30, December 31, Revenues $ 16,964,672 $ 18,138,940 $ 18,850,801 $ 19,206,777 Gross profit 7,947,096 9,106,224 10,040,282 10,331,187 Net loss (5,686,183 ) (4,740,385 ) (3,791,250 ) (4,508,908 ) Net loss per share—basic and diluted $ (0.22 ) $ (0.18 ) $ (0.14 ) $ (0.17 ) 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 ) |
Subsequent Events (Notes)
Subsequent Events (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 15, 2017, we entered into Amendment No. 2 (“Amendment”) to the March 4, 2015 Credit Agreement (see Note 8). The Amendment revised language in the Credit Agreement to include changes to the applicable margins with respect to Eurodollar and Base Rate loans, increased the available borrowing under the Revolving Credit Facility from $10,000,000 to $15,000,000 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies and Practices (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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 EstimatesThe 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 |
Cash and Cash Equivalents | Cash and Cash EquivalentsWe consider all highly liquid investments with original maturities of three months or less at the balance sheet date to be cash equivalents. |
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 |
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, 2016 , and 2015 , no single customer accounted for more than 10% of our accounts receivable. For the years ended December 31, 2016 , and 2015 , no single customer accounted for more than 10% of our revenue. For the year ended December 31, 2014 , there were two customers that each accounted for 10% |
Prepaid Expense and Other Current Assets | Prepaid Expense and Other Current Assets Prepaid expenses and other current assets as of December 31, 2016 and 2015 |
Property and Equipment | Property and EquipmentProperty 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. |
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, 2016 |
Other Intangibles | Other IntangiblesOther 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. |
Deposits and Other Assets | Deposits and Other AssetsDeposits and other assets mainly consist of rental security deposits. |
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, 2016, 2015, and 2014 |
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. |
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, 2016, 2015, and 2014 were $585,174 , $499,553 , and $579,955 |
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 |
Deferred Commissions | Deferred CommissionsWe 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 CompensationWe 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. |
Segments | Segments We have one |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-04, "Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment," which removes Step 2 of the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This ASU is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The adoption of this standard is not expected to have a material effect on our consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, "Restricted Cash", which amends ASC 230, Statement of Cash Flows. This ASU requires that a statement of cash flows explain the change during the reporting period in the total of cash, cash equivalents, and restricted cash or restricted cash equivalents. The effective date will be the first quarter of 2018, with early adoption permitted, and will be adopted using a retrospective transition approach. The adoption of this standard is not expected to have a material effect on our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, "Classification of Certain Cash Receipts and Cash Payments", which amends ASC 230, Statement of Cash Flows. This ASU provides guidance on the statement of cash flows presentation of certain transactions where diversity in practice exists. The effective date will be the first quarter of 2018, with early adoption permitted. The adoption of this standard is not expected to have a material effect on our consolidated financial statements. In March, 2016, the FASB issued ASU 2016-09, "Compensation-Improvements to Employee Share-Based Payment Accounting", which simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. This standard is effective for us in the first quarter of 2017. The adoption of this standard is not expected to have a material effect on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, "Leases", requiring lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the exception of short-term leases. For lessees, leases will continue to be classified as either operating or finance leases in the income statement. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model. Lessors will continue to classify leases as operating, direct financing or sales-type leases. The effective date of the new standard for public companies is for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition and requires application of the new guidance at the beginning of the earliest comparative period presented. This standard is effective for us beginning in the first quarter of fiscal 2019. We are currently evaluating the effect that the updated standard will have on our consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, "Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs". ASU 2015-03 requires an entity to record debt issuance costs as a direct deduction from the debt liability, rather than recording as a separate asset. The new standard is effective for annual reporting periods beginning after December 15, 2015. We implemented the provisions of ASU 2015-03 as of January 1, 2016. The application of this guidance decreased other assets and decreased current and long-term debt by $54,581 and $63,677 , respectively, in the consolidated balance sheet at December 31, 2015, and decreased other assets and decreased current and long-term debt by $54,581 and $9,097 , respectively, in the consolidated balance sheet at December 31, 2016 . In August 2014, FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. ASU 2014-15 provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date of issuance of the entity’s financial statements (or within one year after the date on which the financial statements are available to be issued, when applicable). Further, an entity must provide certain disclosures if there is substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods thereafter. The adoption of this guidance did not have an impact on our consolidated financial statements. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies and Practices (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Cash and Cash Equivalents | Cash and cash equivalents at December 31, 2016 and 2015 consist of the following: December 31, 2016 2015 Cash and cash equivalents $ 15,382,773 $ 17,741,387 Money market accounts 25,360 113,136 $ 15,408,133 $ 17,854,523 |
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, 2016 and 2015 : Fair Value Measurements at Reporting Date Using December 31, 2016 Total Level 1 Level 2 Level 3 Assets: Cash equivalents - money market accounts $ 25,360 $ 25,360 $ — $ — Restricted cash - money market accounts 56,141 56,141 — — Total assets measured at fair value on a recurring basis $ 81,501 $ 81,501 $ — $ — Liabilities: Acquisition contingent consideration liability $ 1,290,000 $ — $ — $ 1,290,000 Total liabilities measured at fair value on a recurring basis $ 1,290,000 $ — $ — $ 1,290,000 December 31, 2015 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 |
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, 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 Mark to estimated fair value recorded as general and administrative expense 30,469 Balance at December 31, 2016 $ 1,290,000 |
Schedule of Changes in Allowance for Doubtful Accounts | The table below presents the changes in the allowance for doubtful accounts: Year Ended December 31, 2016 2015 2014 Beginning balance $ 153,543 $ 138,715 $ 91,709 Provision for doubtful accounts 509,454 80,571 47,006 Acquisition — 3,047 — Write-offs, net of recoveries (252,437 ) (68,790 ) — Ending balance $ 410,560 $ 153,543 $ 138,715 |
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 December 31, 2016 2015 Computer software and equipment $ 15,053,746 $ 15,584,883 Software development costs 14,938,090 12,651,316 Furniture and fixtures 1,959,854 2,140,523 Leasehold improvements 2,930,390 3,081,861 Total property and equipment 34,882,080 33,458,583 Less: accumulated depreciation and amortization (24,903,825 ) (21,278,474 ) Total property and equipment, net $ 9,978,255 $ 12,180,109 |
Schedule of Commissions Costs Deferred and Amortized in the Period | Our commission costs deferred and amortized in the period are as follows: Year Ended December 31, 2016 2015 2014 Commission costs deferred $ 6,436,699 $ 4,102,533 $ 3,939,722 Commission costs amortized 4,744,353 3,556,301 3,760,916 |
Schedule of Revenue and Long-Lived Assets, by Geographical Area | Revenue by geographic area is as follows: Year Ended December 31, Country 2016 2015 2014 United States $ 57,586,112 $ 55,372,259 $ 55,817,733 International 15,575,078 11,737,661 9,015,733 Total revenue $ 73,161,190 $ 67,109,920 $ 64,833,466 Long-lived assets by geographic area is as follows: December 31, Country 2016 2015 United States $ 8,881,844 $ 10,658,129 International 1,096,411 1,521,980 Total long-lived assets $ 9,978,255 $ 12,180,109 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
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, 2015 are as follows: Supplemental pro forma information (unaudited): Year Ended December 31, 2015 Revenue $ 69,060,082 Net loss (29,514,360 ) |
Consolidated Balance Sheet Co27
Consolidated Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 December 31, 2016 2015 Computer software and equipment $ 15,053,746 $ 15,584,883 Software development costs 14,938,090 12,651,316 Furniture and fixtures 1,959,854 2,140,523 Leasehold improvements 2,930,390 3,081,861 Total property and equipment 34,882,080 33,458,583 Less: accumulated depreciation and amortization (24,903,825 ) (21,278,474 ) Total property and equipment, net $ 9,978,255 $ 12,180,109 |
Information Related to Capitalized Software Costs | Information related to capitalized software costs is as follows: Year Ended December 31, 2016 2015 2014 Software costs capitalized $ 2,286,778 $ 1,926,302 $ 1,970,963 Software costs amortized (1) 1,970,150 2,789,481 1,924,121 (1) Included in cost of subscription revenue on the accompanying consolidated statements of operations. December 31, 2016 2015 Capitalized software costs not yet subject to amortization $ 984,568 $ 290,155 |
Schedule of Accrued Expenses | Accrued Expenses Accrued expenses at December 31, 2016 and 2015 consisted of the following: December 31, 2016 2015 Accrued bonus $ 2,717,625 $ 1,843,719 Accrued commission 4,188,006 2,989,495 Deferred rent 263,404 230,224 Accrued severance 10,923 293,828 Accrued professional fees 917,144 815,893 Accrued taxes 549,740 705,032 Accrued contingent consideration and acquisition compensation 3,647,475 29,000 Other accrued expenses 1,832,987 1,897,968 Total $ 14,127,304 $ 8,805,159 |
Deferred Revenue | Deferred revenue Deferred revenue at December 31, 2016 and 2015 consisted of the following: December 31, 2016 2015 Current: Subscription revenue $ 32,833,795 $ 28,766,188 Professional services revenue 1,630,469 1,455,578 Other — 310,638 Total current 34,464,264 30,532,404 Noncurrent: Subscription revenue 386,206 375,244 Professional services revenue 1,749,414 2,018,101 Total noncurrent 2,135,620 2,393,345 Total deferred revenue $ 36,599,884 $ 32,925,749 |
Other Noncurrent Liabilities | Other Noncurrent Liabilities December 31, 2016 2015 Deferred rent $ 1,825,317 $ 1,732,607 Acquisition contingent consideration liability — 1,230,531 Acquisition compensation costs — 946,590 Total $ 1,825,317 $ 3,909,728 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Other Intangible Assets | Other intangibles are comprised of the following: Amortization Period December 31, 2016 2015 Acquired technology 3 to 8 years $ 6,317,600 $ 6,317,600 Customer related intangibles 10 to 15 years 3,960,200 3,960,200 Contract backlog 2 years 940,400 940,400 Trademarks and licenses 5 to 7 years 1,193,700 1,193,700 Patents and other 2.3 years/NA 93,719 96,022 12,505,619 12,507,922 Less: accumulated amortization (6,356,799 ) (4,834,261 ) $ 6,148,820 $ 7,673,661 |
Summary of Future Amortization Expense of Other Intangible Assets | The estimated future amortization expense of other intangibles as of December 31, 2016 is as follows: 2017 $ 1,115,408 2018 1,037,972 2019 1,031,203 2020 929,606 2021 879,600 2022 and thereafter 1,115,031 $ 6,108,820 |
Goodwill Rollforward | The rollforward of goodwill is as follows: Balance at December 31, 2014 $ 24,476,157 ecVision acquisition (Note 3) 19,437,028 Balance at December 31, 2015 43,913,185 2016 activity (6,168 ) Balance at December 31, 2016 $ 43,907,017 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 2014 Loss before income taxes: Domestic $ (14,562,851 ) $ (21,560,050 ) $ (17,138,329 ) Foreign (3,568,153 ) (6,250,399 ) (10,013,010 ) $ (18,131,004 ) $ (27,810,449 ) $ (27,151,339 ) Current provision: Federal $ — $ 60,773 $ — State 735 27,438 — Foreign 594,987 372,394 552,619 $ 595,722 $ 460,605 $ 552,619 Deferred provision: Federal $ — $ — $ — State — — — Foreign — (192,380 ) — $ — $ (192,380 ) $ — |
Reconciliation of Statutory U.S. Federal Tax Rate to Effective Rate | A reconciliation of the statutory U.S. federal tax rate to our effective rate is as follows: Year Ended December 31, 2016 2015 2014 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 4.3 5.6 2.5 Stock-based compensation (3.3 ) 0.1 22.0 Acquisition related expenses — 1.6 — Change in valuation allowance 37.5 22.9 7.1 Non-deductible expenses and other (0.3 ) 5.7 5.5 Effective tax rate 3.3 % 1.0 % 2.1 % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities are comprised of the following: December 31, 2016 2015 Current deferred tax asset: Accrued bonuses $ 888,022 $ 604,707 Accounts receivable reserve 154,230 56,292 Other 350,887 183,004 Non-Current deferred tax asset: Deferred revenue 1,410,565 1,406,238 NOLs 33,611,543 29,157,843 Other 4,238,400 2,659,105 Deferred tax assets $ 40,653,647 $ 34,067,189 Current deferred tax liability: Deferred commissions $ (3,119,841 ) $ (3,273,570 ) Non-current deferred tax liability: Intangibles (814,819 ) (1,071,984 ) Fixed assets (2,481,104 ) (2,585,024 ) Other $ (25,755 ) $ (26,064 ) Deferred tax liabilities $ (6,441,519 ) $ (6,956,642 ) Less: valuation allowance $ (34,212,128 ) $ (27,110,547 ) Total $ — $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 are as follows: Capital Leases Operating Leases 2017 $ 1,292,210 $ 4,200,060 2018 719,216 3,247,064 2019 490,240 3,256,493 2020 175,262 2,370,552 2021 6,843 1,779,098 2022 and thereafter — 1,796,850 Total minimum lease payments 2,683,771 $ 16,650,117 Less amount representing interest (251,107 ) Present value of net minimum capital lease payments 2,432,664 Less current installments of obligations under capital leases (1,155,964 ) Obligations under capital leases excluding current installments $ 1,276,700 |
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, 2016 are as follows: Capital Leases Operating Leases 2017 $ 1,292,210 $ 4,200,060 2018 719,216 3,247,064 2019 490,240 3,256,493 2020 175,262 2,370,552 2021 6,843 1,779,098 2022 and thereafter — 1,796,850 Total minimum lease payments 2,683,771 $ 16,650,117 Less amount representing interest (251,107 ) Present value of net minimum capital lease payments 2,432,664 Less current installments of obligations under capital leases (1,155,964 ) Obligations under capital leases excluding current installments $ 1,276,700 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | The following table reflects the schedule of principal payments for the Term Loan as of December 31, 2016 : Principal 2017 $ 656,250 2018 13,625,000 $ 14,281,250 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Fair Value Weighted Average Assumption | he fair value of option grants is estimated using the Black-Scholes option pricing model with the following weighted average assumptions: Year Ended December 31, 2016 2015 2014 Risk-free interest rate 1.29% 1.71 - 1.75% 1.90 - 1.99% Expected volatility 33.62% 33.62 - 39.32% 43.29 - 60.00% Expected dividend yield — — — Expected life in years 6.25 6.25 6.25 Weighted average fair value of options granted $1.32 $3.28 $6.01 |
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, 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 Granted 248,728 $3.74 3.74 Exercised (646,639 ) $1.75 - $8.08 2.92 Canceled (85,287 ) $3.74 - $13.00 9.04 Expired (62,914 ) $1.75 - $13.00 5.77 Balance at December 31, 2016 3,856,831 $2.31 - $15.90 9.99 December 31, 2016 2015 Total intrinsic value of options exercised $ 3,933,518 $ 2,698,984 Weighted average exercise price of fully vested options $ 9.99 $ 6.98 Weighted average remaining term of fully vested options 7.4 years 5.7 years Equity awards available for future grant under the 2012 Plan 266,974 978,983 Total unrecognized compensation cost related to non-vested stock options $ 6,868,787 $ 11,268,573 Weighted average period to recognize compensation cost related to non-vested stock options 1.7 years 2.7 years |
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, 2016 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 $ 2.31 - $ 3.74 603,227 6.4 years $ 3,737,317 361,430 4.6 years $ 2,437,271 $ 4.06 - $ 6.14 244,698 6.8 years 842,502 184,884 6.5 years 601,033 $ 8.07 - $12.62 886,448 7.8 years 801,590 420,779 7.4 years 366,410 $ 13.00 - $15.90 2,122,458 7.6 years — 1,193,865 7.6 years — 3,856,831 $ 5,381,409 2,160,958 $ 3,404,714 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | Information related to RSUs at December 31, 2016 is as follows: Number of RSU's Outstanding Weighted Average Grant Date Fair Value Balance at December 31, 2013 — $ — Granted 109,309 15.27 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 Granted 666,018 3.91 Vested (83,377 ) 8.11 Canceled (94,950 ) 5.44 Balance at December 31, 2016 880,213 5.20 December 31, Weighted-average grant date fair value of unvested RSUs $ 5.20 Total unrecognized compensation cost related to non-vested RSUs $ 1,462,555 Weighted average period to recognize compensation cost related to non-vested RSUs 3.0 years |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Year Ended December 31, 2016 2015 2014 Basic and diluted net loss per share: Numerator: Net loss attributable to common stockholders $ (18,726,726 ) $ (28,078,674 ) $ (30,120,463 ) Denominator: Weighted average shares used in computing net loss attributable to common stockholders 26,718,882 26,152,301 20,623,760 Basic and diluted net loss per share $ (0.70 ) $ (1.07 ) $ (1.46 ) |
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, 2016 2015 2014 Stock options outstanding 3,856,831 4,402,943 4,449,973 Restricted stock units 880,213 392,522 109,309 4,737,044 4,795,465 4,559,282 |
Quarterly Results of Operatio34
Quarterly Results of Operations (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015 : March 31, June 30, September 30, December 31, Revenues $ 16,964,672 $ 18,138,940 $ 18,850,801 $ 19,206,777 Gross profit 7,947,096 9,106,224 10,040,282 10,331,187 Net loss (5,686,183 ) (4,740,385 ) (3,791,250 ) (4,508,908 ) Net loss per share—basic and diluted $ (0.22 ) $ (0.18 ) $ (0.14 ) $ (0.17 ) 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 ) |
Summary of Significant Accoun35
Summary of Significant Accounting Policies and Practices - Cash and Cash Equivalents (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 15,382,773 | $ 17,741,387 | ||
Money market accounts | 25,360 | 113,136 | ||
Total cash and cash equivalents | $ 15,408,133 | $ 17,854,523 | $ 41,242,200 | $ 5,147,735 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies and Practices - Fair Value of Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Assets: | ||
Total assets measured at fair value on a recurring basis | $ 81,501 | $ 282,371 |
Liabilities: | ||
Acquisition contingent consideration liability | 1,290,000 | 1,259,531 |
Total liabilities measured at fair value on a recurring basis | 1,290,000 | 1,259,531 |
Cash Equivalents | ||
Assets: | ||
Money market accounts | 25,360 | 113,136 |
Restricted Cash | ||
Assets: | ||
Money market accounts | 56,141 | 169,235 |
Quoted Prices in Active Markets (Level 1) | ||
Assets: | ||
Total assets measured at fair value on a recurring basis | 81,501 | 282,371 |
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 | 25,360 | 113,136 |
Quoted Prices in Active Markets (Level 1) | Restricted Cash | ||
Assets: | ||
Money market accounts | 56,141 | 169,235 |
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 | 1,290,000 | 1,259,531 |
Total liabilities measured at fair value on a recurring basis | 1,290,000 | 1,259,531 |
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 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies and Practices - Reconciliation of the Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Mark to estimated fair value recorded as general and administrative expense | $ 30,469 | |
Acquisition Contingent Consideration Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 287,441 | |
Acquisition (Note 3) | 2,322,531 | |
Mark to estimated fair value recorded as general and administrative expense | $ (1,350,441) |
Summary of Significant Accoun38
Summary of Significant Accounting Policies and Practices - Allowance for Doubtful Accounts Roll Forward (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Beginning balance | $ 153,543 | $ 138,715 | $ 91,709 |
Provision for doubtful accounts | 509,454 | 80,571 | 47,006 |
Acquisition | 0 | 3,047 | 0 |
Write-offs, net of recoveries | (252,437) | (68,790) | 0 |
Ending balance | $ 410,560 | $ 153,543 | $ 138,715 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies and Practices - Major Customers and Concentration of Credit Risk (Details) - customer | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2014 | |
Sales Revenue, Net | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10.00% | |
Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10.00% | |
Credit Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10.00% | |
Concentration Risk, Number of Customers | 2 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies and Practices - Property and Equipment Depreciable Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Computer and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Computer and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Software | 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 Accoun41
Summary of Significant Accounting Policies and Practices - Goodwill (Details) | 12 Months Ended |
Dec. 31, 2016reporting_unit | |
Accounting Policies [Abstract] | |
Number of reporting units (reporting units) | 1 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies and Practices - Revenue (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Initial customer contracts, minimum term | 3 years | ||
Initial customer contracts, maximum term | 5 years | ||
Recovery of direct costs recorded in professional services revenue and cost of professional services revenue | $ 585,174 | $ 499,553 | $ 579,955 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies and Practices - Deferred Commissions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Deferred commission costs | $ 6,436,699 | $ 4,102,533 | $ 3,939,722 |
Amortization of deferred sales commissions | $ 4,744,353 | $ 3,556,301 | $ 3,760,916 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies and Practices - Segments (Details) | 12 Months Ended |
Dec. 31, 2016segment | |
Accounting Policies [Abstract] | |
Number of Reportable Segments | 1 |
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, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | $ 19,206,777 | $ 18,850,801 | $ 18,138,940 | $ 16,964,672 | $ 17,202,212 | $ 17,336,187 | $ 17,377,396 | $ 15,194,125 | $ 73,161,190 | $ 67,109,920 | $ 64,833,466 |
Total long-lived assets | 9,978,255 | 12,180,109 | 9,978,255 | 12,180,109 | |||||||
United States | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | 57,586,112 | 55,372,259 | 55,817,733 | ||||||||
Total long-lived assets | 8,881,844 | 10,658,129 | 8,881,844 | 10,658,129 | |||||||
International | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | 15,575,078 | 11,737,661 | $ 9,015,733 | ||||||||
Total long-lived assets | $ 1,096,411 | $ 1,521,980 | $ 1,096,411 | $ 1,521,980 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies and Practices - Recent Accounting Pronouncements (Details) - Accounting Standards Update 2015-03 [Member] - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Long-term Debt, Current [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Debt Issuance Costs, Net | $ 54,581 | $ 54,581 |
Long-term Debt, Noncurrent [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Debt Issuance Costs, Net | $ 9,097 | $ 63,677 |
Acquisition - (Details)
Acquisition - (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 02, 2015 |
Business Acquisition [Line Items] | |||
Acquisition contingent consideration liability | $ 1,290,000 | $ 1,259,531 | |
Significant Unobservable Inputs (Level 3) | |||
Business Acquisition [Line Items] | |||
Acquisition contingent consideration liability | $ 1,290,000 | $ 1,259,531 | |
ecVision, Inc. | |||
Business Acquisition [Line Items] | |||
Maximum earnout payment | $ 5,176,000 | ||
ecVision, Inc. | Continued Employment | |||
Business Acquisition [Line Items] | |||
Maximum earnout payment | $ 3,675,000 |
Acquisition Pro Forma Informati
Acquisition Pro Forma Information (Details) - ecVision, Inc. | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Pro Forma Revenue (unaudited) | $ 69,060,082 |
Proforma Net Loss (unaudited) | $ (29,514,360) |
Consolidated Balance Sheet Co49
Consolidated Balance Sheet Components - Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 34,882,080 | $ 33,458,583 | |
Less: accumulated depreciation and amortization | (24,903,825) | (21,278,474) | |
Total property and equipment, net | 9,978,255 | 12,180,109 | |
Depreciation and amortization | 5,068,786 | 6,268,537 | $ 4,707,205 |
Computer software and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 15,053,746 | 15,584,883 | |
Software development costs | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 14,938,090 | 12,651,316 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 1,959,854 | 2,140,523 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 2,930,390 | $ 3,081,861 |
Consolidated Balance Sheet Co50
Consolidated Balance Sheet Components - Capitalized Software (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Capitalized software costs during the period | $ 2,286,778 | $ 1,926,302 | $ 1,970,963 |
Amortization of capitalized software | 1,970,150 | 2,789,481 | $ 1,924,121 |
Capitalized software, net | $ 984,568 | $ 290,155 | |
Software Development | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years |
Consolidated Balance Sheet Co51
Consolidated Balance Sheet Components - Accrued Expenses (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Consolidated Balance Sheet Components [Abstract] | ||
Accrued bonus | $ 2,717,625 | $ 1,843,719 |
Accrued commission | 4,188,006 | 2,989,495 |
Deferred rent | 263,404 | 230,224 |
Accrued severance | 10,923 | 293,828 |
Accrued professional fees | 917,144 | 815,893 |
Accrued taxes | 549,740 | 705,032 |
Accrued contingent consideration and acquisition compensation | 3,647,475 | 29,000 |
Other accrued expenses | 1,832,987 | 1,897,968 |
Total | $ 14,127,304 | $ 8,805,159 |
Consolidated Balance Sheet Co52
Consolidated Balance Sheet Components - Deferred Revenue (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current: | ||
Deferred revenue current | $ 34,464,264 | $ 30,532,404 |
Noncurrent: | ||
Deferred revenue, noncurrent | 2,135,620 | 2,393,345 |
Deferred revenue, total | 36,599,884 | 32,925,749 |
Subscription revenue | ||
Current: | ||
Deferred revenue current | 32,833,795 | 28,766,188 |
Noncurrent: | ||
Deferred revenue, noncurrent | 386,206 | 375,244 |
Professional services revenue | ||
Current: | ||
Deferred revenue current | 1,630,469 | 1,455,578 |
Noncurrent: | ||
Deferred revenue, noncurrent | 1,749,414 | 2,018,101 |
Other | ||
Current: | ||
Deferred revenue current | $ 0 | $ 310,638 |
Consolidated Balance Sheet Co53
Consolidated Balance Sheet Components - Other Noncurrent Liabilities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Consolidated Balance Sheet Components [Abstract] | ||
Deferred rent | $ 1,825,317 | $ 1,732,607 |
Acquisition contingent consideration liability | 0 | 1,230,531 |
Acquisition compensation costs | 0 | 946,590 |
Total | $ 1,825,317 | $ 3,909,728 |
Goodwill and Other Intangible54
Goodwill and Other Intangibles - (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 12,505,619 | $ 12,507,922 |
Less: accumulated amortization | (6,356,799) | (4,834,261) |
Other intangibles, net | 6,148,820 | 7,673,661 |
Acquired technology | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 6,317,600 | 6,317,600 |
Customer related intangibles | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 3,960,200 | 3,960,200 |
Contract backlog | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 940,400 | 940,400 |
Trademarks and licenses | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 1,193,700 | 1,193,700 |
Patents and other | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 93,719 | $ 96,022 |
Minimum | Acquired technology | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 3 years | |
Minimum | Customer related intangibles | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 10 years | |
Minimum | Trademarks and licenses | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 5 years | |
Maximum | Acquired technology | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 8 years | |
Maximum | Customer related intangibles | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 15 years | |
Maximum | Contract backlog | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 2 years | |
Maximum | Trademarks and licenses | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 7 years | |
Maximum | Patents and other | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 2 years 4 months |
Goodwill and Other Intangible55
Goodwill and Other Intangibles - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 1,521,557 | $ 1,307,246 | $ 189,508 |
Goodwill and Other Intangible56
Goodwill and Other Intangibles - Future Amortization Expense (Details) | Dec. 31, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,017 | $ 1,115,408 |
2,018 | 1,037,972 |
2,019 | 1,031,203 |
2,020 | 929,606 |
2,021 | 879,600 |
2022 and thereafter | 1,115,031 |
Finite-lived intangible assets, net | $ 6,108,820 |
Goodwill and Other Intangible57
Goodwill and Other Intangibles - Goodwill Rollforward (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, beginning balance | $ 43,913,185 | $ 24,476,157 |
ecVision acquisition (Note 3) | 19,437,028 | |
2016 activity | (6,168) | |
Goodwill, ending balance | $ 43,907,017 | $ 43,913,185 |
Income Taxes Components of Curr
Income Taxes Components of Current Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Loss before income taxes: | |||
Loss before income taxes, domestic | $ (14,562,851) | $ (21,560,050) | $ (17,138,329) |
Loss before income taxes, foreign | (3,568,153) | (6,250,399) | (10,013,010) |
Loss before income taxes | (18,131,004) | (27,810,449) | (27,151,339) |
Current provision: | |||
Current provision, federal | 0 | 60,773 | 0 |
Current provision, state | 735 | 27,438 | 0 |
Current provision, foreign | 594,987 | 372,394 | 552,619 |
Current provision | 595,722 | 460,605 | 552,619 |
Deferred provision: | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | 0 | (192,380) | 0 |
Deferred Provision | $ 0 | $ (192,380) | $ 0 |
Income Taxes Effective Income T
Income Taxes Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
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% | 0.10% | 0.00% |
Foreign taxes | 4.30% | 5.60% | 2.50% |
Stock-based compensation | (3.30%) | 0.10% | 22.00% |
Acquisition related expenses | 0.00% | 1.60% | 0.00% |
Change in valuation allowance | 37.50% | 22.90% | 7.10% |
Non-deductible expenses and other | (0.30%) | 5.70% | 5.50% |
Effective tax rate | 3.30% | 1.00% | 2.10% |
Income Taxes Deferred Tax Asset
Income Taxes Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current deferred tax asset: | ||
Accrued bonuses | $ 888,022 | $ 604,707 |
Accounts receivable reserve | 154,230 | 56,292 |
Other | 350,887 | 183,004 |
Non-Current deferred tax asset: | ||
Deferred revenue | 1,410,565 | 1,406,238 |
NOLs | 33,611,543 | 29,157,843 |
Other | 4,238,400 | 2,659,105 |
Deferred tax assets | 40,653,647 | 34,067,189 |
Current deferred tax liability: | ||
Deferred commissions | (3,119,841) | (3,273,570) |
Deferred Tax Liabilities, Gross, Non-Current [Abstract] | ||
Intangibles | (814,819) | (1,071,984) |
Fixed assets | (2,481,104) | (2,585,024) |
Deferred Tax Liabilities, Other | (25,755) | (26,064) |
Deferred tax liabilities | (6,441,519) | (6,956,642) |
Less: valuation allowance | (34,212,128) | (27,110,547) |
Total | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | $ 34,212,128 | $ 27,110,547 |
Net change in the valuation allowance | 7,101,581 | 6,486,331 |
Reduction of federal net operating loss carryforward | 1,200,000 | |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Federal net operating loss (NOL) carryforward | 82,134,000 | $ 73,533,000 |
Net operating loss carryforwards expected to expire without utilization | $ 2,131,290 |
Leases - Operating Leases - (De
Leases - Operating Leases - (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Leased Assets [Line Items] | |||
Rent expense | $ 3,697,000 | $ 3,564,000 | $ 2,526,000 |
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, 2016 | Dec. 31, 2015 |
Leases [Abstract] | ||
Capital leased assets, carrying value | $ 2,159,850 | $ 2,862,025 |
Capital leases, accumulated depreciation | $ 5,524,216 | $ 4,021,656 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments - (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2,017 | $ 1,292,210 | |
2,018 | 719,216 | |
2,019 | 490,240 | |
2,020 | 175,262 | |
2,021 | 6,843 | |
2022 and thereafter | 0 | |
Total minimum lease payments | 2,683,771 | |
Less amount representing interest | (251,107) | |
Present value of net minimum capital lease payments | 2,432,664 | |
Less current installments of obligations under capital leases | (1,155,964) | $ (1,598,450) |
Obligations under capital leases excluding current installments | 1,276,700 | $ 1,916,944 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2,017 | 4,200,060 | |
2,018 | 3,247,064 | |
2,019 | 3,256,493 | |
2,020 | 2,370,552 | |
2,021 | 1,779,098 | |
2022 and thereafter | 1,796,850 | |
Total minimum lease payments | $ 16,650,117 |
Debt - Line of Credit - (Detail
Debt - Line of Credit - (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 05, 2015 | Mar. 04, 2015 |
Line of Credit Facility [Line Items] | ||||
Outstanding balance | $ 14,281,250 | |||
Revolving credit facility | 6,000,000 | $ 5,000,000 | ||
Line of Credit | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 10,000,000 | |||
Line of Credit | Letter of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 2,000,000 | |||
Line of Credit | Secured Debt | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 20,000,000 | |||
Outstanding balance | 14,207,850 | |||
Unaccreted discount and deferred financing costs | $ 73,400 | |||
London Interbank Offered Rate (LIBOR) | ||||
Line of Credit Facility [Line Items] | ||||
Weighted average interest rate | 4.19% | |||
Prime Rate | ||||
Line of Credit Facility [Line Items] | ||||
Weighted average interest rate | 5.02% |
Debt - Term Loan - (Details)
Debt - Term Loan - (Details) | Dec. 31, 2016USD ($) |
Debt Disclosure [Abstract] | |
2,017 | $ 656,250 |
2,018 | 13,625,000 |
Long-term Debt | $ 14,281,250 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) | 12 Months Ended | |
Dec. 31, 2016vote$ / sharesshares | Dec. 31, 2015$ / sharesshares | |
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | shares | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 |
Common Stock | ||
Class of Stock [Line Items] | ||
Number of votes (vote) | vote | 1 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) | Dec. 31, 2016$ / sharesshares |
Equity [Abstract] | |
Preferred stock, shares authorized (in shares) | 10,000,000 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 |
Preferred stock, shares issued (in shares) | 0 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - shares | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 3,856,831 | 4,402,943 | 4,449,973 | 2,890,363 |
2012 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options authorized (in shares) | 5,146,696 | |||
Options outstanding (in shares) | 3,518,036 | |||
2002 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options authorized (in shares) | 4,939,270 | |||
Options outstanding (in shares) | 338,795 | |||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
RSU's outstanding (in shares) | 880,213 | 392,522 | 109,309 | 0 |
Restricted Stock Units (RSUs) | 2012 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
RSU's outstanding (in shares) | 880,213 | |||
Performance Shares [Member] | 2012 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
RSU's outstanding (in shares) | 280,247 |
Stock-based Compensation - Fair
Stock-based Compensation - Fair Value Weighted Average Assumptions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Weighted average fair value of options granted (USD per share) | $ 1.32 | $ 3.28 | $ 6.01 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.29% | 1.71% | 1.90% |
Expected volatility | 33.62% | 33.62% | 43.29% |
Expected life (in years) | 6 years 3 months | 6 years 3 months | 6 years 3 months |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.29% | 1.75% | 1.99% |
Expected volatility | 33.62% | 39.32% | 60.00% |
Expected life (in years) | 6 years 3 months | 6 years 3 months | 6 years 3 months |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Share-based Compensation Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Options Outstanding | |||
Balance at beginning of period (in shares) | 4,402,943 | 4,449,973 | 2,890,363 |
Options granted (in shares) | 248,728 | 1,028,850 | 2,485,592 |
Options exercised (in shares) | (646,639) | (462,703) | (767,593) |
Options canceled (in shares) | (85,287) | (490,113) | (158,389) |
Options expired (in shares) | (62,914) | (123,064) | |
Balance at end of period (in shares) | 3,856,831 | 4,402,943 | 4,449,973 |
Weighted Average Exercise Price | |||
Balance at beginning of period, outstanding options, weighted average exercise price (in dollars per share) | $ 9.38 | $ 3.11 | |
Options granted, weighted average exercise price (in dollars per share) | 3.74 | $ 8.05 | 13.49 |
Options exercised, weighted average exercise price (in dollars per share) | 2.92 | 2.81 | 2.04 |
Options canceled, weighted average exercise price (in dollars per share) | 9.04 | 9.84 | 5.70 |
Options expired, weighted average exercise price (in dollars per share) | 5.77 | 7.56 | |
Balance at end of period, outstanding options, weighted average exercise price (in dollars per share) | 9.99 | 9.38 | |
Minimum | |||
Exercise Price Per Share | |||
Options outstanding, exercise price (in dollars per share) | 1.75 | 0.84 | 0.37 |
Options granted, exercise price (in dollars per share) | 3.74 | 4.13 | 12.62 |
Options exercised, exercise price (in dollars per share) | 1.75 | 0.84 | 0.37 |
Options canceled (in dollars per share) | 3.74 | 2.31 | 1.75 |
Options expired (in dollars per share) | 1.75 | 5.57 | |
Options outstanding, exercise price (in dollars per share) | 2.31 | 1.75 | 0.84 |
Weighted Average Exercise Price | |||
Balance at beginning of period, outstanding options, weighted average exercise price (in dollars per share) | 9 | ||
Balance at end of period, outstanding options, weighted average exercise price (in dollars per share) | 9 | ||
Maximum | |||
Exercise Price Per Share | |||
Options outstanding, exercise price (in dollars per share) | 15.90 | 15.90 | 6.14 |
Options granted, exercise price (in dollars per share) | 3.74 | 9.06 | 15.90 |
Options exercised, exercise price (in dollars per share) | 8.08 | 6.14 | 5.57 |
Options canceled (in dollars per share) | 13 | 13 | 13 |
Options expired (in dollars per share) | 13 | 13 | |
Options outstanding, exercise price (in dollars per share) | $ 15.90 | $ 15.90 | $ 15.90 |
Stock-based Compensation - Add
Stock-based Compensation - Additional 2012 Plan Disclosures (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average exercise price of fully vested options (in dollars per share) | $ 9.99 | $ 6.98 |
Weighted average remaining term of fully vested options | 7 years 4 months 24 days | 5 years 8 months 12 days |
Total unrecognized compensation cost related to non-vested stock options | $ 6,868,787 | $ 11,268,573 |
Weighted average period to recognize compensation cost related to non-vested stock options | 3 years | |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total intrinsic value of options exercised | $ 3,933,518 | $ 2,698,984 |
Weighted average period to recognize compensation cost related to non-vested stock options | 1 year 8 months 12 days | 2 years 8 months 12 days |
2012 Plan | Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity awards available for future grant under the 2012 Plan (in shares) | 266,974 | 978,983 |
Stock-based Compensation - Outs
Stock-based Compensation - Outstanding and Exercisable by Exercise Price (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding (in shares) | 3,856,831 | |||
Outstanding, aggregate intrinsic value | $ 5,381,409 | |||
Number of exercisable options (in shares) | 2,160,958 | |||
Exercisable options, aggregate intrinsic value | $ 3,404,714 | |||
$2.31 - $3.74 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding (in shares) | 603,227 | |||
Options outstanding average remaining contractual life | 6 years 4 months 24 days | |||
Outstanding, aggregate intrinsic value | $ 3,737,317 | |||
Number of exercisable options (in shares) | 361,430 | |||
Exercisable options, weighted average term remaining | 4 years 7 months 6 days | |||
Exercisable options, aggregate intrinsic value | $ 2,437,271 | |||
$4.06 - $6.14 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding (in shares) | 244,698 | |||
Options outstanding average remaining contractual life | 6 years 9 months 18 days | |||
Outstanding, aggregate intrinsic value | $ 842,502 | |||
Number of exercisable options (in shares) | 184,884 | |||
Exercisable options, weighted average term remaining | 6 years 6 months | |||
Exercisable options, aggregate intrinsic value | $ 601,033 | |||
$8.07 - $12.62 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding (in shares) | 886,448 | |||
Options outstanding average remaining contractual life | 7 years 9 months 18 days | |||
Outstanding, aggregate intrinsic value | $ 801,590 | |||
Number of exercisable options (in shares) | 420,779 | |||
Exercisable options, weighted average term remaining | 7 years 4 months 24 days | |||
Exercisable options, aggregate intrinsic value | $ 366,410 | |||
$13.00 - $15.90 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding (in shares) | 2,122,458 | |||
Options outstanding average remaining contractual life | 7 years 7 months 6 days | |||
Outstanding, aggregate intrinsic value | $ 0 | |||
Number of exercisable options (in shares) | 1,193,865 | |||
Exercisable options, weighted average term remaining | 7 years 7 months 6 days | |||
Exercisable options, aggregate intrinsic value | $ 0 | |||
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, exercise price (in dollars per share) | $ 2.31 | $ 1.75 | $ 0.84 | $ 0.37 |
Minimum | $2.31 - $3.74 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, exercise price (in dollars per share) | 2.31 | |||
Minimum | $4.06 - $6.14 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, exercise price (in dollars per share) | 4.06 | |||
Minimum | $8.07 - $12.62 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, exercise price (in dollars per share) | 8.07 | |||
Minimum | $13.00 - $15.90 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, exercise price (in dollars per share) | 13 | |||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, exercise price (in dollars per share) | 15.90 | $ 15.90 | $ 15.90 | $ 6.14 |
Maximum | $2.31 - $3.74 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, exercise price (in dollars per share) | 3.74 | |||
Maximum | $4.06 - $6.14 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, exercise price (in dollars per share) | 6.14 | |||
Maximum | $8.07 - $12.62 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, exercise price (in dollars per share) | 12.62 | |||
Maximum | $13.00 - $15.90 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, exercise price (in dollars per share) | $ 15.90 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Units (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Weighted Average Grant Date Fair Value | |||
Weighted average period to recognize compensation cost related to non-vested stock options | 3 years | ||
Restricted Stock Units (RSUs) | |||
Number of RSU's Outstanding | |||
Balance at beginning of period (in shares) | 392,522 | 109,309 | 0 |
Granted (in shares) | 666,018 | 463,852 | 109,309 |
Vested (in shares) | (83,377) | (140,638) | |
Canceled (in shares) | (94,950) | (40,001) | |
Balance at end of period (in shares) | 880,213 | 392,522 | 109,309 |
Weighted Average Grant Date Fair Value | |||
Balance at beginning of period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 8.07 | $ 15.27 | $ 0 |
Weighted Average Grant Date Fair Value (in dollars per share) | 3.91 | 8.13 | 15.27 |
Vested in Period, Weighted Average Grant Date Fair Value (in dollars per share) | 8.11 | 13.89 | |
Canceled (in dollars per share) | 5.44 | 8.08 | |
Balance at end of period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 5.20 | $ 8.07 | $ 15.27 |
Unrecognized stock-based compensation expense | $ 1,462,555 |
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, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Basic and diluted net loss per share: | |||||||||||
Net loss attributable to common stockholders | $ (18,726,726) | $ (28,078,674) | $ (30,120,463) | ||||||||
Weighted average shares used in computing net loss attributable to common stockholders (in shares) | 26,718,882 | 26,152,301 | 20,623,760 | ||||||||
Basic and diluted net loss per share (in dollars per share) | $ (0.17) | $ (0.14) | $ (0.18) | $ (0.22) | $ (0.25) | $ (0.24) | $ (0.32) | $ (0.27) | $ (0.70) | $ (1.07) | $ (1.46) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of diluted net loss per share (in shares) | 4,737,044 | 4,795,465 | 4,559,282 |
Stock options outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of diluted net loss per share (in shares) | 3,856,831 | 4,402,943 | 4,449,973 |
Restricted Stock Units (RSUs) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of diluted net loss per share (in shares) | 880,213 | 392,522 | 109,309 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Chief Executive Officer | 12 Months Ended | 24 Months Ended |
Dec. 31, 2016 | Mar. 03, 2016 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||
Period of successive extensions | 2 years | |
Deferred Compensation Arrangement with Individual, Written Notice, Period Prior to End of Current Term | 6 months | |
Agreement covenant, noncompete agreement, period post employment | 24 months | 12 months |
Quarterly Results of Operatio78
Quarterly Results of Operations (unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 19,206,777 | $ 18,850,801 | $ 18,138,940 | $ 16,964,672 | $ 17,202,212 | $ 17,336,187 | $ 17,377,396 | $ 15,194,125 | $ 73,161,190 | $ 67,109,920 | $ 64,833,466 |
Gross profit | 10,331,187 | 10,040,282 | 9,106,224 | 7,947,096 | 7,721,422 | 7,795,506 | 7,709,585 | 6,989,367 | 37,424,789 | 30,215,880 | 37,345,286 |
Net loss | $ (4,508,908) | $ (3,791,250) | $ (4,740,385) | $ (5,686,183) | $ (6,647,055) | $ (6,262,993) | $ (8,218,450) | $ (6,950,176) | $ (18,726,726) | $ (28,078,674) | $ (27,703,958) |
Basic and diluted (in dollars per share) | $ (0.17) | $ (0.14) | $ (0.18) | $ (0.22) | $ (0.25) | $ (0.24) | $ (0.32) | $ (0.27) | $ (0.70) | $ (1.07) | $ (1.46) |
Subsequent Events (Details)
Subsequent Events (Details) - Revolving Credit Facility - Line of Credit - USD ($) | Feb. 15, 2017 | Nov. 05, 2015 |
Subsequent Event [Line Items] | ||
Maximum borrowing capacity | $ 10,000,000 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Maximum borrowing capacity | $ 15,000,000 |