Document_and_Entity_Informatio
Document and Entity Information Document | 3 Months Ended | |
Mar. 31, 2014 | 14-May-14 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Amber Road, Inc. | ' |
Entity Central Index Key | '0001314223 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 25,210,530 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Assets | ' | ' |
Cash and cash equivalents | $51,212,209 | $5,147,735 |
Accounts receivable, net | 7,502,560 | 11,017,671 |
Unbilled receivables | 512,417 | 144,067 |
Deferred commissions | 3,008,181 | 2,983,400 |
Prepaid expenses and other current assets | 1,353,779 | 869,108 |
Deferred offering costs | 0 | 2,786,376 |
Total current assets | 63,589,146 | 22,948,357 |
Property and equipment, net | 13,107,398 | 13,102,380 |
Goodwill | 24,476,157 | 24,476,157 |
Other intangibles, net | 1,153,657 | 1,201,034 |
Deferred commissions | 6,771,255 | 7,066,512 |
Deposits and other assets | 1,292,952 | 1,302,681 |
Total assets | 110,390,565 | 70,097,121 |
Current liabilities: | ' | ' |
Current installments of obligations under capital leases | 1,048,432 | 1,022,176 |
Accounts payable | 2,479,161 | 2,568,161 |
Accrued expenses | 8,231,507 | 9,081,554 |
Deferred revenue | 24,014,595 | 26,115,001 |
Total current liabilities | 35,773,695 | 38,786,892 |
Capital lease obligations, less current portion | 1,838,628 | 2,068,308 |
Deferred revenue, less current portion | 3,494,433 | 4,641,631 |
Revolving credit facility | 0 | 6,978,525 |
Other noncurrent liabilities | 2,330,179 | 3,981,889 |
Total liabilities | 43,436,935 | 56,457,245 |
Commitments and contingencies (Note 11) | ' | ' |
Redeemable convertible preferred stock and puttable common stock: | ' | ' |
Redeemable convertible preferred stock, carrying amount | 0 | 76,921,359 |
Stockholders’ equity (deficit): | ' | ' |
Common stock, $0.001 par value at March 31, 2014; no par value at December 31, 2013. Authorized, 38,100,100 shares; issued and outstanding, 25,210,530 and 5,005,911 shares at March 31, 2014 and December 31, 2013, respectively | 25,211 | 15,221,195 |
Additional paid-in-capital | 169,822,874 | 0 |
Accumulated other comprehensive loss | -533,530 | -485,917 |
Accumulated deficit | -102,360,925 | -78,016,761 |
Total stockholders’ equity (deficit) | 66,953,630 | -63,281,483 |
Total liabilities and stockholders’ equity (deficit) | 110,390,565 | 70,097,121 |
Series A Redeemable Convertible Preferred Stock | ' | ' |
Redeemable convertible preferred stock and puttable common stock: | ' | ' |
Redeemable convertible preferred stock, carrying amount | 0 | 8,900,911 |
Series B Redeemable Convertible Preferred Stock | ' | ' |
Redeemable convertible preferred stock and puttable common stock: | ' | ' |
Redeemable convertible preferred stock, carrying amount | 0 | 6,617,778 |
Series C Redeemable Convertible Preferred Stock | ' | ' |
Redeemable convertible preferred stock and puttable common stock: | ' | ' |
Redeemable convertible preferred stock, carrying amount | 0 | 20,187,957 |
Series D Redeemable Convertible Preferred Stock | ' | ' |
Redeemable convertible preferred stock and puttable common stock: | ' | ' |
Redeemable convertible preferred stock, carrying amount | 0 | 10,818,014 |
Series E Redeemable Convertible Preferred Stock | ' | ' |
Redeemable convertible preferred stock and puttable common stock: | ' | ' |
Redeemable convertible preferred stock, carrying amount | 0 | 28,248,692 |
Puttable Common Stock | ' | ' |
Redeemable convertible preferred stock and puttable common stock: | ' | ' |
Redeemable convertible preferred stock, carrying amount | $0 | $2,148,007 |
Consolidated_Balance_Sheets_Co
Consolidated Balance Sheets Consolidated Balance Sheets (Parenthetical) | Mar. 31, 2014 | Dec. 31, 2013 |
Common stock, shares authorized (in shares) | 38,100,000 | 38,100,000 |
Common stock, shares issued (in shares) | 25,210,530 | 5,005,911 |
Common stock, shares outstanding (in shares) | 25,210,530 | 5,005,911 |
Series A Redeemable Convertible Preferred Stock | ' | ' |
Redeemable convertible preferred stock, shares authorized (in shares) | ' | 6,725,000 |
Redeemable convertible preferred stock, shares issued (in shares) | ' | 6,725,000 |
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 6,725,000 |
Series B Redeemable Convertible Preferred Stock | ' | ' |
Redeemable convertible preferred stock, shares authorized (in shares) | ' | 1,853,568 |
Redeemable convertible preferred stock, shares issued (in shares) | ' | 1,853,568 |
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 1,853,568 |
Series C Redeemable Convertible Preferred Stock | ' | ' |
Redeemable convertible preferred stock, shares authorized (in shares) | ' | 5,227,761 |
Redeemable convertible preferred stock, shares issued (in shares) | ' | 5,227,761 |
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 5,227,761 |
Series D Redeemable Convertible Preferred Stock | ' | ' |
Redeemable convertible preferred stock, shares authorized (in shares) | ' | 2,669,384 |
Redeemable convertible preferred stock, shares issued (in shares) | ' | 2,669,384 |
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 2,669,384 |
Series E Redeemable Convertible Preferred Stock | ' | ' |
Redeemable convertible preferred stock, shares authorized (in shares) | ' | 6,709,007 |
Redeemable convertible preferred stock, shares issued (in shares) | ' | 4,472,671 |
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 4,472,671 |
Puttable Common Stock | ' | ' |
Redeemable convertible preferred stock, shares issued (in shares) | ' | 197,914 |
Redeemable convertible preferred stock, shares outstanding (in shares) | ' | 197,914 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Revenue: | ' | ' |
Subscription | $10,509,769 | $8,747,187 |
Professional services | 4,479,239 | 2,845,877 |
Total revenue | 14,989,008 | 11,593,064 |
Cost of revenue: | ' | ' |
Cost of subscription revenue | 3,344,728 | 3,005,199 |
Cost of professional services revenue | 2,900,324 | 2,016,431 |
Total cost of revenue | 6,245,052 | 5,021,630 |
Gross profit | 8,743,956 | 6,571,434 |
Operating expenses: | ' | ' |
Sales and marketing | 4,848,024 | 3,673,254 |
Research and development | 2,188,474 | 1,941,140 |
General and administrative | 4,752,136 | 2,257,852 |
Restricted stock expense | 18,683,277 | 3,529,854 |
Total operating expenses | 30,471,911 | 11,402,100 |
Loss from operations | -21,727,955 | -4,830,666 |
Interest income | 213 | 167 |
Interest expense | -112,977 | -5,448 |
Loss before income taxes | -21,840,719 | -4,835,947 |
Income tax expense | 99,012 | 201,243 |
Net loss | -21,939,731 | -5,037,190 |
Accretion of redeemable convertible preferred stock and puttable common stock | -2,416,505 | -1,212,764 |
Net loss attributable to common stockholders | ($24,356,236) | ($6,249,954) |
Net loss per common share (Note 10): | ' | ' |
Basic and diluted (USD per share) | ($3.95) | ($1.68) |
Weighted-average common shares outstanding (Note 10): | ' | ' |
Basic and diluted (in shares) | 6,165,980 | 3,718,048 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss Statement (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | ' | ' |
Net loss | ($21,939,731) | ($5,037,190) |
Other comprehensive loss: | ' | ' |
Foreign currency translation | -47,613 | -12,488 |
Total other comprehensive loss | -47,613 | -12,488 |
Comprehensive loss | ($21,987,344) | ($5,049,678) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($21,939,731) | ($5,037,190) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ' | ' |
Depreciation and amortization | 1,129,492 | 796,251 |
Bad debt expense | -10,640 | 15,000 |
Stock-based compensation | 173,534 | 76,809 |
Loss on asset impairment | 0 | 30,261 |
Restricted stock non-cash compensation | 18,683,277 | 3,529,854 |
Compensation related to puttable common stock | 13,691 | 0 |
Increase in fair value of contingent consideration liability | 81,564 | 0 |
Change in fair value of warrant liability | 1,244,635 | 496,635 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 3,517,580 | 2,994,462 |
Unbilled receivables | -372,031 | -26,697 |
Prepaid expenses and other assets | -244,738 | -20,307 |
Accounts payable | 357,133 | -606,984 |
Accrued expenses | 444,348 | -962,470 |
Other liabilities | -7,304 | -3,793 |
Deferred revenue | -3,246,429 | -1,268,951 |
Net cash (used in) provided by operating activities | -175,619 | 12,880 |
Cash flows from investing activities: | ' | ' |
Capital expenditures | -424,924 | -244,972 |
Addition of capitalized software development costs | -565,654 | -528,115 |
Cash received (paid) for deposits | 30,064 | -10,000 |
Net cash used in investing activities | -960,514 | -783,087 |
Cash flows from financing activities: | ' | ' |
Payments on revolving line of credit | -6,978,525 | 0 |
Debt financing costs | 35,953 | 0 |
Repayments on capital lease obligations | -247,822 | -56,617 |
Proceeds from the exercise of stock options | 339,183 | 25,000 |
Proceeds from the exercise of common stock warrant | 40,452 | 0 |
Payments of offering costs | -3,774,959 | 0 |
Proceeds from initial public offering, net of underwriting discounts and commissions | 57,824,899 | 0 |
Net cash provided by (used in) financing activities | 47,239,181 | -31,617 |
Effect of exchange rate on cash and cash equivalents | -38,574 | 5,297 |
Net increase (decrease) in cash equivalents | 46,064,474 | -796,527 |
Cash and cash equivalents at beginning of period | 5,147,735 | 4,279,821 |
Cash and cash equivalents at end of period | 51,212,209 | 3,483,294 |
Supplemental disclosures of cash flow information: | ' | ' |
Accretion of Series E Preferred Stock | 2,289,793 | 1,185,989 |
Accretion of Series A, B, C, D and E issuance costs | 91,065 | 26,775 |
Accretion of puttable common stock | 35,647 | 0 |
Cash paid for interest | 112,977 | 5,448 |
Non-cash property and equipment acquired under capital lease | 44,398 | 0 |
Non-cash property and equipment purchases in accounts payable | 38,527 | 37,493 |
Non-cash deferred offering costs in accounts payable and accrued expenses | 491,496 | 0 |
Non-cash conversion of Series A, B, C, D and E preferred stock | $77,139,408 | $0 |
Background
Background | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Background | ' |
Background | |
Amber Road, Inc. (we, our or us) provides a global trade management solution, including modules for logistics contract and rate management, supply chain visibility and event management, international trade compliance, and Global Knowledge trade content database to importers and exporters, nonvessel owning common carriers (resellers), and ocean carriers. Our solution is primarily delivered using an on-demand, cloud based, delivery model. During 2011, we changed our name from Management Dynamics Inc. to Amber Road, Inc. We are incorporated in the state of Delaware and our corporate headquarters are located in East Rutherford, New Jersey. We also have offices in McLean, Virginia, Cary, North Carolina, Munich, Germany, Bangalore, India and Shanghai, China. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies and Practices | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||||||||||
Summary of Significant Accounting Policies and Practices | ' | |||||||||||||||
Summary of Significant Accounting Policies and Practices | ||||||||||||||||
(a) Basis of Presentation and Principles of Consolidation | ||||||||||||||||
The accompanying unaudited consolidated financial statements and footnotes have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States (GAAP) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement have been included. The accompanying consolidated financial statements include our accounts and those of our wholly-owned subsidiaries located in India, China and the United Kingdom. All significant intercompany balances and transactions have been eliminated in consolidation. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014 or for other interim periods or future years. The consolidated balance sheet as of December 31, 2013 is derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our prospectus dated March 20, 2014, filed with the Securities and Exchange Commission (SEC) on March 24, 2014 pursuant to Rule 424(b)(4) under the Securities Act. | ||||||||||||||||
(b) Initial Public Offering | ||||||||||||||||
On March 26, 2014, we closed our initial public offering (IPO) of 8,500,299 shares of common stock, including 1,108,734 shares sold pursuant to the underwriters’ option to purchase additional shares. Of the total shares sold, 3,717,429 shares were sold by selling stockholders, and we did not receive any of the proceeds of such sales. The public offering price of the shares sold in our IPO was $13.00 per share. Immediately prior to the closing of our IPO, all outstanding shares of our redeemable convertible preferred stock converted to 13,993,566 shares of common stock and 808,622 shares of common stock were issued in satisfaction of accrued but unpaid dividends to preferred stockholders. Our shares of common stock are traded on the New York Stock Exchange under the symbol “AMBR”. We received proceeds from our IPO of $57,824,898, net of underwriting discounts and commissions, but before offering expenses of $4,745,394. | ||||||||||||||||
(c) Reverse Stock Split | ||||||||||||||||
On March 4, 2014, our board of directors approved a 1-for-1.497 reverse stock split of our common stock. The reverse stock split became effective upon filing of an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware on March 4, 2014. The conversion value of our Series A, Series B, Series C, Series D, and Series E Redeemable Convertible Preferred Stock and the number of shares subject to and the exercise price of our outstanding options and warrants were adjusted to proportionately reflect the split. All common stock, restricted common stock share and per-share data included in these financial statements give effect to the reverse stock split and have been adjusted retroactively for all periods presented. | ||||||||||||||||
(d) Use of Estimates | ||||||||||||||||
The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include the carrying amount of intangibles and goodwill; valuation allowance for receivables and deferred income tax assets; revenue; capitalization of software costs; and valuation of share-based payments. Actual results could differ from those estimates. | ||||||||||||||||
(e) Cash and Cash Equivalents | ||||||||||||||||
We consider all highly liquid investments with original maturities of three months or less at the balance sheet date to be cash equivalents. Cash and cash equivalents at March 31, 2014 and December 31, 2013 consist of the following: | ||||||||||||||||
March 31, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Cash and cash equivalents | $ | 51,212,001 | $ | 5,147,360 | ||||||||||||
Money market accounts | 208 | 375 | ||||||||||||||
$ | 51,212,209 | $ | 5,147,735 | |||||||||||||
(f) Fair Value of Financial Instruments and Fair Value Measurements | ||||||||||||||||
Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses. Management believes that the carrying values of these instruments are representative of their fair value due to the relatively short-term nature of those instruments. | ||||||||||||||||
We follow FASB accounting guidance on fair value measurements for financial assets and liabilities measured on a recurring basis. ASC 820, Fair Value Measurements, among other things, defines fair value, establishes a framework for measuring fair value, and requires disclosure about such fair value measurements. Assets and liabilities measured at fair value are based on one or more of three valuation techniques provided for in the standards. The three value techniques are as follows: | ||||||||||||||||
Market Approach | — Prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities; | |||||||||||||||
Income Approach | — Techniques to convert future amounts to a single present amount based on market expectations (including present value techniques and option pricing models); and | |||||||||||||||
Cost Approach | — Amount that currently would be required to replace the service capacity of an asset (often referred to as replacement cost). | |||||||||||||||
The standards clarify that fair value is an exit price, representing the amount that would be received to sell an asset, based on the highest and best use of the asset, or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for evaluating such assumptions, the standards establish a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value as follows: | ||||||||||||||||
Level 1 — Quoted prices in active markets for identical assets or liabilities; | ||||||||||||||||
Level 2 — Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; or | ||||||||||||||||
Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions about what market participants would use in pricing the asset or liability. | ||||||||||||||||
The following tables provide the financial assets and liabilities carried at fair value measured on a recurring basis as of March 31, 2014 and December 31, 2013: | ||||||||||||||||
Fair Value Measurements Using | ||||||||||||||||
Total | Quoted | Significant | ||||||||||||||
Carrying | Prices in | Other | Significant | |||||||||||||
Value | Active | Observable | Unobservable | |||||||||||||
March 31, | Markets | Inputs | Inputs | |||||||||||||
2014 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
Cash equivalents: | ||||||||||||||||
Money market accounts | $ | 208 | $ | 208 | $ | — | $ | — | ||||||||
Total assets measured at fair value on a recurring basis | $ | 208 | $ | 208 | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Acquisition contingent consideration liability | $ | (412,860 | ) | $ | — | $ | — | $ | (412,860 | ) | ||||||
Total liabilities measured at fair value on a recurring basis | $ | (412,860 | ) | $ | — | $ | — | $ | (412,860 | ) | ||||||
Fair Value Measurements Using | ||||||||||||||||
Total | Quoted | Significant | ||||||||||||||
Carrying | Prices in | Other | Significant | |||||||||||||
Value | Active | Observable | Unobservable | |||||||||||||
December 31, | Markets | Inputs | Inputs | |||||||||||||
2013 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
Cash equivalents: | ||||||||||||||||
Money market accounts | $ | 375 | $ | 375 | $ | — | $ | — | ||||||||
Total assets measured at fair value on a recurring basis | $ | 375 | $ | 375 | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Acquisition contingent consideration liability | $ | (331,296 | ) | $ | — | $ | — | $ | (331,296 | ) | ||||||
Warrants | (1,726,862 | ) | — | — | (1,726,862 | ) | ||||||||||
Total liabilities measured at fair value on a recurring basis | $ | (2,058,158 | ) | $ | — | $ | — | $ | (2,058,158 | ) | ||||||
Acquisition contingent consideration liability is measured at fair value and is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions we believe would be made by a market participant. | ||||||||||||||||
For 2013, the change in the value of the warrant liability in the table above is based on changes in fair value as determined using Level 3 inputs. The changes in fair value are primarily the result of increases in the fair value of our common stock. The reconciliation of the warrant liability and the acquisition contingent consideration liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows: | ||||||||||||||||
Acquisition | ||||||||||||||||
Contingent | ||||||||||||||||
Warrant | Consideration | |||||||||||||||
Liability | Liability | |||||||||||||||
Balance at December 31, 2013 | $ | 1,726,862 | $ | 331,296 | ||||||||||||
Mark to estimated fair value recorded as general and administrative expense | 1,244,635 | 81,564 | ||||||||||||||
Exercise of common stock warrants | (2,971,497 | ) | — | |||||||||||||
Balance at March 31, 2014 | $ | — | $ | 412,860 | ||||||||||||
(g) Accounts Receivable and Allowance for Doubtful Accounts | ||||||||||||||||
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on historical write-off experience, the industry, and the economy. We review our allowance for doubtful accounts monthly. Past-due balances over 90 days and over a specified amount are reviewed individually for collectibility. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We do not have any off-balance-sheet credit exposure related to our customers. | ||||||||||||||||
We record unbilled receivables for contracts on which revenue has been recognized, but for which the customer has not yet been billed. | ||||||||||||||||
(h) Major Customers and Concentrations of Credit Risk | ||||||||||||||||
Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. We invest our excess cash with a large high-credit-quality financial institution. Our customer base is principally comprised of enterprise and mid-market companies within the global trade industry. We do not require collateral from our customers. For the periods ended March 31, 2014 and December 31, 2013, we had one customer that accounted for 11% and 13%, respectively, of our accounts receivable. That same customer also accounted for 12% of our total revenue for the three months ended March 31, 2013. | ||||||||||||||||
(i) Revenue | ||||||||||||||||
We primarily generate revenue from the sale of subscriptions and subscription-related professional services. In instances involving subscriptions, revenue is generated under customer contracts with multiple elements, which are comprised of (1) subscription fees that provide the customers with access to our on-demand application and content, unspecified solution and content upgrades, and customer support, (2) professional services associated with consulting services (primarily implementation services) and (3) transaction-related fees (including publishing services). Our initial customer contracts have contract terms from, typically, three to five years in length. Typically, the customer does not take possession of the software nor does the customer have the right to take possession of the software supporting the on-demand application service. However, in certain instances, we have customers that take possession of the software whereby the application is installed on the customer’s premises. Our subscription service arrangements typically may only be terminated for cause and do not contain refund provisions. | ||||||||||||||||
We provide our software as a service and follow the provisions of ASC Topic 605, Revenue Recognition (ASC 605) and ASC Topic 985, Software (ASC 985). We commence revenue recognition when all of the following conditions are met: | ||||||||||||||||
• | There is persuasive evidence of an arrangement; | |||||||||||||||
• | The service has been or is being provided to the customer; | |||||||||||||||
• | The collection of the fees is probable; and | |||||||||||||||
• | The amount of fees to be paid by the customer is fixed or determinable. | |||||||||||||||
The subscription fees typically begin the first month following contract execution, whether or not we have completed the solution’s implementation. In addition, typically, any services performed by us for our customers are not essential to the functionality of our products. | ||||||||||||||||
Subscription Revenue | ||||||||||||||||
Subscription revenue is recognized ratably over contract terms beginning on the commencement date of each contract, which is the date our service is made available to customers. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. Transaction-related revenue is recognized as the transactions occur. | ||||||||||||||||
Professional Services Revenue | ||||||||||||||||
The majority of professional services contracts are on a time and material basis. When these services are not combined with subscription revenue as a single unit of accounting, as discussed below, this revenue is recognized as the services are rendered for time and material contracts, and when the milestones are achieved and accepted by the customer for fixed price contracts. | ||||||||||||||||
Multiple-Deliverable Arrangements | ||||||||||||||||
We enter into arrangements with multiple deliverables that generally include subscription, professional services (primarily implementation) as well as transaction-related fees. | ||||||||||||||||
Prior to January 1, 2010, the deliverables in multiple-deliverable arrangements were accounted for separately if the delivered items had stand-alone value and there was objective and reliable evidence of fair value for the undelivered items. If the deliverables in a multiple-deliverable arrangement could not be accounted for separately, the total arrangement fee was recognized ratably as a single unit of accounting over the contracted term of the subscription agreement. A significant portion of our multiple-deliverable arrangements were accounted for as a single unit of accounting because there was no objective and reliable evidence of fair value for certain of the deliverables. Additionally, in these situations, we expensed the direct costs of the professional services arrangement as incurred whereas the revenue from the services was recognized over the contracted terms of the subscription. | ||||||||||||||||
In October 2009, the FASB issued Accounting Standards Update No. 2009-13, Revenue Recognition (Topic 605), Multiple-Deliverable Revenue Arrangements—a consensus of the FASB Emerging Issues Task Force (ASU 2009-13) which amended the previous multiple-deliverable arrangements accounting guidance. Pursuant to the updated guidance, objective and reliable evidence of fair value of the deliverables to be delivered was no longer required in order to account for deliverables in a multiple-deliverable arrangement separately. Instead, arrangement consideration is allocated to deliverables based on their relative selling price. | ||||||||||||||||
We adopted this accounting guidance on January 1, 2010, for applicable arrangements entered into or materially modified after January 1, 2010 (the beginning of our fiscal year). Under the updated accounting guidance, in order to treat deliverables in a multiple-deliverable arrangement as separate units of accounting, the deliverables must have stand-alone value upon delivery. If the deliverables have stand-alone value upon delivery, we account for each deliverable separately. Subscription services have standalone value as such services are often sold separately. In determining whether professional services have standalone value, we consider the following factors for each professional services agreement: availability of the services from other vendors, the nature of the professional services, the timing of when the professional services contract was signed in comparison to the subscription service start date, and the contractual dependence of the subscription service on the customer’s satisfaction with the professional services work. To date, we have concluded that all of the professional services included in multiple-deliverable arrangements executed have stand-alone value. | ||||||||||||||||
As a result of the adoption of ASU 2009-13, we allocate revenue to each element in an arrangement based on a selling price hierarchy. The selling price for a deliverable is based on its vendor specific objective evidence (VSOE), if available, third party evidence (TPE), if VSOE is not available, or estimated selling prices (ESP), if neither VSOE nor TPE is available. As we have been unable to establish VSOE or TPE for the elements of its arrangements, we establish the ESP for each element primarily by considering the weighted average of actual sales prices of professional services sold on a standalone basis and subscription including various add-on modules if and when sold together without professional services, and other factors such as gross margin objectives, pricing practice and growth strategy. We have established processes to determine ESP and allocate revenue in multiple arrangements using ESP. | ||||||||||||||||
For those contracts in which the customer accesses our software via an on-demand application, we account for these contracts in accordance with ASC 605-25, Revenue Recognition—Multiple- Element Arrangements. The majority of these agreements represent multiple-element arrangements, and we evaluate each element to determine whether it represents a separate unit of accounting. The consideration allocated to subscription is recognized as revenue ratably over the contract period. The consideration allocated to professional services is recognized as the services are performed, which is typically over the first three to six months of an arrangement. | ||||||||||||||||
For those contracts in which the customer takes possession of the software, we account for such transactions in accordance with ASC 985, Software. We account for these contracts as subscriptions and recognize the entire arrangement fee (subscription and services) ratably over the term of the agreement. In addition, as we do not have VSOE for services, any add-on services entered into during the term of the subscription are recognized over the remaining term of the agreement. | ||||||||||||||||
Other Revenue Items | ||||||||||||||||
Sales tax collected from customers and remitted to governmental authorities is accounted for on a net basis and, therefore, is not included in revenue and cost of revenue in the consolidated statements of operations. We classify customer reimbursements received for direct costs paid to third parties and related expenses as revenue, in accordance with ASC 605. The amounts included in professional services revenue and cost of professional services revenue for the three months ended March 31, 2014 and 2013 were $133,116 and $94,372, respectively. | ||||||||||||||||
(j) Cost of Revenue | ||||||||||||||||
Cost of subscription revenue. Cost of subscription revenue consists primarily of personnel and related costs of our hosting, support, and content teams, including salaries, benefits, bonuses, payroll taxes, stock-based compensation and allocated overhead, as well as software license fees, hosting costs, Internet connectivity, and depreciation expenses directly related to delivering solutions, as well as amortization of capitalized software development costs. As we add data center capacity and personnel in advance of anticipated growth, our cost of subscription revenue may increase. Our cost of subscription revenue is generally expensed as the costs are incurred. | ||||||||||||||||
Cost of professional services revenue. Cost of professional services revenue consists primarily of personnel and related costs, including salaries, benefits, bonuses, payroll taxes, stock-based compensation, the costs of contracted third-party vendors, reimbursable expenses and allocated overhead. As our personnel are employed on a full-time basis, our cost of professional services is largely fixed in the short term, while our professional services revenue may fluctuate, leading to fluctuations in professional services gross profit. Cost of professional services revenue is generally expensed as costs are incurred. | ||||||||||||||||
(k) Deferred Commissions | ||||||||||||||||
We defer commission costs that are incremental and directly related to the acquisition of customer contracts. Commission costs are accrued and deferred upon execution of the sales contract by the customer. Payments to sales personnel are made shortly after the receipt of the related customer payment. Deferred commissions are amortized over the term of the related noncancelable customer contract and are recoverable through the related future revenue streams. Our deferred commission costs for the three months ended March 31, 2014 and 2013 were $777,913 and $248,466, respectively. Amortization of deferred commissions for the three months ended March 31, 2014 and 2013 were $1,048,390 and $717,270, respectively. | ||||||||||||||||
(l) Stock-Based Compensation | ||||||||||||||||
We recognize stock-based compensation as an expense in the consolidated financial statements and measure that cost based on the estimated fair value of the award. | ||||||||||||||||
We recognize compensation expense based on the estimated grant-date fair value using the Black-Scholes option pricing model. | ||||||||||||||||
(m) Geographic Information | ||||||||||||||||
Revenue by geographic area is as follows: | ||||||||||||||||
Three Months Ended | ||||||||||||||||
March 31, | ||||||||||||||||
Country | 2014 | 2013 | ||||||||||||||
United States | $ | 13,147,592 | $ | 10,486,503 | ||||||||||||
International | 1,841,416 | 1,106,561 | ||||||||||||||
Total revenue | $ | 14,989,008 | $ | 11,593,064 | ||||||||||||
Approximately one percent of long-lived assets are located outside of the United States. | ||||||||||||||||
(n) Recent Accounting Pronouncements | ||||||||||||||||
In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2013-11 Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The new guidance is effective for fiscal years and interim periods beginning after December 15, 2013. The adoption of ASU 2013-11 in 2014 did not have a material impact on our consolidated financial statements. |
Acquisition
Acquisition | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Business Combinations [Abstract] | ' | |||
Acquisition | ' | |||
Acquisition | ||||
On September 3, 2013, we acquired 100% of the issued and outstanding shares of Sunrise International Ltd., a Barbados company which owns 100% of the issued and outstanding shares of EasyCargo (Shanghai) Co., Ltd. (EasyCargo), a software as a service company focused on a subset of global trade management called China Trade Management, or CTM. | ||||
We acquired EasyCargo for a payment of $2,000,000 in cash and up to 296,547 shares of common stock. In addition, we will make additional earnout payments of up to $2,500,000 in cash or shares of our common stock (at our option) by March 15, 2016 if certain CTM revenue targets are achieved for the periods ending December 31, 2015. | ||||
The 296,547 shares of common stock are comprised of the following: | ||||
• | 197,914 shares of common stock issued at closing; | |||
• | 66,077 shares of common stock that are contingently issuable based upon the achievement of CTM revenue targets through 2015; and | |||
• | 32,556 shares of common stock that are contingently issuable based upon our continued employment of EasyCargo’s founder. | |||
All shares of common stock (either issued or contingently issuable) were puttable by the shareholders of EasyCargo to us at a price of $10.10 per share if we did not complete an initial public offering by September 3, 2014. The contingently issuable shares (66,077 and 32,556) are issuable upon request of the shareholders of EasyCargo. However, we have the right to repurchase these shares for $0.01 per share if the conditions described above are not achieved. At March 31, 2014, the common shares are no longer puttable to us since we closed on our IPO on March 26, 2014. | ||||
The fair value of the 197,914 common shares issued as part of the consideration paid for EasyCargo was determined to be $1,908,075 as of the acquisition date ($9.64 per share). For accounting purposes, at December 31, 2013, the value of these shares was included within temporary equity as puttable common stock. Subsequent to our IPO, these shares were included as common stock. | ||||
As it relates to the contingently issuable equity consideration, the shareholders of EasyCargo will retain the 66,077 shares if the CTM revenue targets are met in 2014, 2015 or for the cumulative period from January 1, 2013 through December 31, 2015. For accounting purposes, these shares are classified within liabilities in the consolidated balance sheet and are being marked-to-market at each reporting date until issued or forfeited. As of the acquisition date, the fair value of these shares was $139,452. At March 31, 2014 and December 31, 2013, the fair value of these shares was $222,760 and $149,196, respectively. | ||||
The shareholders of EasyCargo will retain the remaining 32,556 contingently issuable shares in the event that EasyCargo’s founder maintains employment with the EasyCargo subsidiary through December 31, 2015. For accounting purposes, a portion of the value of these shares held by the founder of EasyCargo is being recorded as compensation expense over the required employment term. Additionally, at December 31, 2013, the value of these shares was included within temporary equity as puttable common stock. Subsequent to our IPO, these shares were included as common stock. | ||||
The arrangement requires us to pay additional earnout consideration of 50% of CTM revenues in excess of $7,700,000 for the period from January 1, 2013 through December 31, 2015, subject to a maximum earnout payment of $2,500,000. We have the option to pay any amounts due related to this contingency in cash or shares of our common stock. For accounting purposes, the fair value of this contingent consideration is classified within liabilities in the consolidated balance sheet and is being marked-to-market at each reporting date through December 31, 2015, which is the end of the earnout period. As of the acquisition date, we determined the fair value of this contingent consideration to be $85,600. At March 31, 2014 and December 31, 2013, the fair value of this contingent consideration was $190,100 and $182,100, respectively. | ||||
The fair value of the various contingent consideration arrangements was estimated primarily by applying the income approach. That measure is based on significant inputs that are not observable in the market, which ASC Section 820 refers to as Level 3 inputs (Note 2(f)). | ||||
The following table summarizes the consideration paid for EasyCargo as well as the preliminary allocation of tangible and intangible assets acquired and liabilities assumed recognized at the acquisition date. | ||||
Consideration: | ||||
Cash | $ | 2,000,078 | ||
Common stock at closing (197,914 shares) | 1,908,075 | |||
Contingent equity consideration (66,077 shares - based on CTM revenue targets) | 139,452 | |||
Contingent equity consideration (32,556 shares - based on continued employment of EasyCargo’s founder) | 186,019 | |||
Contingent consideration | 85,600 | |||
Fair value of total consideration transferred | $ | 4,319,224 | ||
Assets acquired and liabilities assumed: | ||||
Cash | $ | 85,310 | ||
Accounts receivable (including unbilled receivables) | 342,517 | |||
Other assets | 87,016 | |||
Customer relationship assets | 719,300 | |||
Developed technology | 102,600 | |||
Trade name | 56,700 | |||
Total identifiable assets acquired excluding goodwill | 1,393,443 | |||
Current liabilities | 259,875 | |||
Total liabilities assumed | 259,875 | |||
Net identifiable assets acquired excluding goodwill | 1,133,568 | |||
Goodwill | 3,185,656 | |||
Net assets acquired | $ | 4,319,224 | ||
As of the acquisition date, EasyCargo had a promissory note for loans aggregating to $252,502 which is payable to EasyCargo’s founder. The promissory note bears interest at a rate of 2% and matures in 2016. |
Consolidated_Balance_Sheet_Com
Consolidated Balance Sheet Components | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
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 | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Computer software and equipment | $ | 9,954,908 | $ | 9,493,279 | ||||
Software development costs | 11,940,508 | 11,374,854 | ||||||
Furniture and fixtures | 1,849,173 | 1,790,875 | ||||||
Leasehold improvements | 2,561,065 | 2,561,065 | ||||||
Total property and equipment | 26,305,654 | 25,220,073 | ||||||
Less: accumulated depreciation and amortization | (13,198,256 | ) | (12,117,693 | ) | ||||
Total property and equipment, net | $ | 13,107,398 | $ | 13,102,380 | ||||
Depreciation and amortization expense for the three months ended March 31, 2014 and 2013 was $1,082,115 and $771,734, respectively. | ||||||||
During the years ended December 31, 2011 and 2012, we received tenant improvement allowances of $1,116,775 and $258,063, respectively, related to rental agreements for two of our office leases. We did not receive any tenant improvement allowances during the year ended December 31, 2013 or the three months ended March 31, 2014. In accordance with the provisions of ASC Topic 840, Leases (ASC 840), we recorded the allowances received as leasehold improvements, and we are depreciating the leasehold improvements over the remaining term of the lease. We also recorded deferred rent in the amount of $1,887,478 related to the tenant improvement allowances and are amortizing the amount in accordance with the provisions of ASC 840. Current and long-term deferred rent in the amounts of $214,937 and $1,889,833, respectively, are included in accrued expenses and other long-term liabilities in the consolidated balance sheet as of March 31, 2014. Current and long-term deferred rent in the amounts of $196,761 and $1,897,137, respectively, are included in accrued expenses and other long-term liabilities in the consolidated balance sheet as of December 31, 2013. | ||||||||
Certain development costs of our software solution are capitalized in accordance with ASC Topic 350-40, Internal Use Software, which outlines the stages of computer software development and specifies when capitalization of costs is required. Projects that are determined to be in the development stage are capitalized and amortized over their useful lives of five years. Projects that are determined to be within the preliminary stage are expensed as incurred. Capitalized software costs were $565,654 and $528,115 for the three months ended March 31, 2014 and 2013, respectively. Amortization expense for the three months ended March 31, 2014 and 2013 was $449,400 and $413,240, respectively, and is included in cost of subscription revenue on the accompanying consolidated statements of operations. As of March 31, 2014 and December 31, 2013, capitalized software costs not yet subject to amortization were $1,192,159 and $794,411, respectively. | ||||||||
(b) Accrued Expenses | ||||||||
Accrued expenses at March 31, 2014 and December 31, 2013 consisted of the following: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Accrued bonus | $ | 2,164,202 | $ | 1,749,780 | ||||
Accrued commission | 2,644,606 | 3,928,419 | ||||||
Deferred rent | 214,937 | 196,761 | ||||||
Accrued offering costs | 147,649 | 1,445,000 | ||||||
Accrued compensation | 927,093 | — | ||||||
Other accrued expenses | 2,133,020 | 1,761,594 | ||||||
Total | $ | 8,231,507 | $ | 9,081,554 | ||||
(c) Deferred revenue | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Current: | ||||||||
Subscription revenue | $ | 18,093,496 | $ | 19,881,982 | ||||
Professional services revenue | 2,263,585 | 2,575,505 | ||||||
Other | 3,657,514 | 3,657,514 | ||||||
Total current | 24,014,595 | 26,115,001 | ||||||
Noncurrent: | ||||||||
Subscription revenue | 363,085 | 376,245 | ||||||
Professional services revenue | 960,048 | 1,192,233 | ||||||
Other | 2,171,300 | 3,073,153 | ||||||
Total noncurrent | 3,494,433 | 4,641,631 | ||||||
Total deferred revenue | $ | 27,509,028 | $ | 30,756,632 | ||||
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(i). | ||||||||
Other deferred revenue is related to one customer with which we signed an agreement during 2008. The agreement provided for significant customization and modification of the software which subjected the arrangement to contract accounting. Additionally, this subscription agreement provided for unspecified future software modules. Since we could not separate the subscription element from the contract accounting element, the arrangement was a single unit of accounting. Accordingly, we accounted for the arrangement on the zero gross profit approach of applying percentage of completion accounting until the project was completed in May 2012. As of May 2012, the deferred revenue balance related to this contract was $10,525,434 which is being recognized ratably over the remaining term of the contract, to January 2016. For the three months ended March 31, 2014 and 2013, we recorded revenue of $901,853 and $901,853, respectively. | ||||||||
(d) Other Noncurrent Liabilities | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Deferred rent | $ | 1,889,833 | $ | 1,897,137 | ||||
Warrant | — | 1,726,862 | ||||||
Acquisition contingent consideration liability | 412,860 | 331,296 | ||||||
Other | 27,486 | 26,594 | ||||||
Total | $ | 2,330,179 | $ | 3,981,889 | ||||
Leases
Leases | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
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 was approximately $678,000, and $582,000 for the three months ended March 31, 2014 and 2013, respectively, and is allocated to various line items in the consolidated statements of operations. | ||||||||
The carrying value of assets recorded under capital leases was approximately $2,715,206 and $2,949,473 as of March 31, 2014 and December 31, 2013, respectively, which includes accumulated amortization of $1,069,076 and $570,889, 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 March 31, 2014 are as follows: | ||||||||
Capital | Operating | |||||||
Leases | Leases | |||||||
Remainder of 2014 | $ | 875,941 | $ | 1,926,003 | ||||
2015 | 1,004,370 | 2,479,230 | ||||||
2016 | 838,990 | 2,287,538 | ||||||
2017 | 380,523 | 1,861,672 | ||||||
2018 | 3,032 | 1,881,528 | ||||||
2019 and thereafter | — | 4,738,451 | ||||||
Total minimum lease payments | 3,102,856 | $ | 15,174,422 | |||||
Less amount representing interest | (215,796 | ) | ||||||
Present value of net minimum capital lease payments | 2,887,060 | |||||||
Less current installments of obligations under capital leases | (1,048,432 | ) | ||||||
Obligations under capital leases excluding current installments | $ | 1,838,628 | ||||||
Debt
Debt | 3 Months Ended |
Mar. 31, 2014 | |
Debt Disclosure [Abstract] | ' |
Debt | ' |
Debt | |
(a) Line of Credit | |
On April 10, 2013, we established a loan and security agreement with a revolving line of credit with a financial institution in an amount up to the lesser of $10,000,000 or 80% of eligible accounts, as defined. Borrowings under this facility bear interest each month at an interest rate equal to the Prime Rate, as defined, plus 1.5%. Borrowings under the line of credit are subject to certain reporting and financial covenants, as defined, and are secured by substantially all our assets excluding intellectual property. On December 30, 2013, we amended the loan and security agreement. Under the amended terms, borrowings bear interest at an interest rate equal to the Prime Rate as defined, plus 1.5% or 2.5% depending on cash balances and the availability of the line of credit. The interest rate as of March 31, 2014 was Prime Rate plus 1.5%. As of March 31, 2014, we were in compliance with the reporting and financial covenants. The line of credit expires on April 10, 2015. As of March 31, 2014 and December 31, 2013, we had $0 and $6,978,525, respectively, outstanding under this facility. The outstanding balance was repaid during the quarter ended March 31, 2014. The amount outstanding at December 31, 2013 was classified as a noncurrent liability based upon the terms of the arrangement. | |
(b) Term Loan | |
In conjunction with establishing term loan financing with a financial institution in 2007, we issued the financial institution warrants to purchase 245,946 of our common stock at $3.29 per share. At the grant date, the fair value of the warrants was approximately $274,000. The fair value of the exercisable warrants was recorded as a discount to the debt and was being amortized over the term of the debt using the effective interest method. | |
The warrants also contained certain “down round” anti-dilution provisions, and accordingly are recorded in other noncurrent liabilities on our consolidated balance sheets with changes in the fair value recorded in our consolidated statements of operations. At March 31, 2014 and December 31, 2013, the warrant liability was $0 and $1,726,862, respectively. For the three months ended March 31, 2014 and 2013, we recorded expense from the change in fair value of $1,244,635 and $496,634, respectively, which was included in general and administrative expense on the consolidated statements of operations. The warrants were exercised during the quarter ended March 31, 2014 and are no longer outstanding. |
Stockholders_Equity_Deficit
Stockholders' Equity (Deficit) | 3 Months Ended | ||||||||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) | ' | ||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) | |||||||||||||||||||||||||||||||||||
(a) | Redeemable Convertible Preferred Stock and Preferred Stock Dividends | ||||||||||||||||||||||||||||||||||
On March 26, 2014, immediately prior to the closing of our IPO, all outstanding shares of redeemable convertible preferred stock were automatically converted to 13,993,566 shares of common stock and 808,622 shares of common stock were issued in satisfaction of accrued but unpaid dividends to preferred stockholders. | |||||||||||||||||||||||||||||||||||
The following tables present our activity for redeemable convertible preferred stock for the three months ended March 31, 2014: | |||||||||||||||||||||||||||||||||||
Redeemable Convertible Preferred Stock | |||||||||||||||||||||||||||||||||||
Series A | Series B | Series C | Series D | Series E | |||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||
Balance, December 31, 2013 | 6,725,000 | $ | 8,900,911 | 1,853,568 | $ | 6,617,778 | 5,227,761 | $ | 20,187,957 | 2,669,384 | $ | 10,818,014 | 4,472,671 | $ | 28,248,692 | ||||||||||||||||||||
Accretion of preferred stock | 1,867 | 2,378,991 | |||||||||||||||||||||||||||||||||
Conversion of preferred stock into common stock | (6,725,000 | ) | (8,900,911 | ) | (1,853,568 | ) | (6,617,778 | ) | (5,227,761 | ) | (20,187,957 | ) | (2,669,384 | ) | (10,819,881 | ) | (4,472,671 | ) | (30,627,683 | ) | |||||||||||||||
Balance, March 31, 2014 | — | $ | — | — | $ | — | — | $ | — | — | $ | — | — | $ | — | ||||||||||||||||||||
(b) Common Stock | |||||||||||||||||||||||||||||||||||
The following table presents our activity for common stock for the three months ended March 31, 2014: | |||||||||||||||||||||||||||||||||||
Shares | Amount | ||||||||||||||||||||||||||||||||||
Balance, December 31, 2013 | 5,005,911 | $ | 15,221,195 | ||||||||||||||||||||||||||||||||
Effect of converting no par common stock to $0.001 par value common stock | — | (15,216,189 | ) | ||||||||||||||||||||||||||||||||
Exercise of common stock options | 225,343 | 225 | |||||||||||||||||||||||||||||||||
Exercise of common stock warrants | 196,304 | 196 | |||||||||||||||||||||||||||||||||
Reclassification of puttable common stock into common stock | 197,914 | 198 | |||||||||||||||||||||||||||||||||
Conversion of preferred stock into common stock | 14,802,188 | 14,803 | |||||||||||||||||||||||||||||||||
Common stock issued for IPO | 4,782,870 | 4,783 | |||||||||||||||||||||||||||||||||
Balance, March 31, 2014 | 25,210,530 | $ | 25,211 | ||||||||||||||||||||||||||||||||
(c) Restricted Stock | |||||||||||||||||||||||||||||||||||
In January and October 2005, we sold 866,119 and 1,577,353 shares of common stock, respectively, at a purchase price of $0.0001 per share to certain members of management. The shares were subject to repurchase by us under certain conditions, including termination of employment or in the event of a corporate transaction, as defined. The repurchase rights lapsed upon the closing of our IPO on March 26, 2014. Accordingly, we have recorded compensation expense of $18,683,277 for the three months ended March 31, 2014, which was the fair value of the shares at the closing of our IPO and is included in restricted stock expense in the consolidated statements of operations. For the three months ended March 31, 2013, compensation expense related to restricted stock was $3,529,854. | |||||||||||||||||||||||||||||||||||
In connection with the purchase of these shares, we loaned, on a nonrecourse basis, an aggregate of $960,599 to the purchasers of the shares to cover related tax liabilities incurred by the purchasers. The loans bore interest at an annual rate of 4.75% and were repayable upon the earlier of (i) 15 years following the date of the loans or (ii) upon each sale or other disposition by the purchasers of any shares to a third party, until the balance of the loans has been paid in full. On January 30, 2014, we forgave these loans, which amounted to $1,430,722, inclusive of accrued interest. In addition, we recorded compensation expense of $927,093 in our consolidated statement of operations for the three months ended March 31, 2014 related to a bonus provided to the borrowers to offset the tax consequences related to the loan forgiveness. | |||||||||||||||||||||||||||||||||||
(d) | Puttable Common Stock | ||||||||||||||||||||||||||||||||||
In connection with the EasyCargo acquisition (Note 3), up to 296,547 shares of common stock, whether issued or contingently issuable were puttable by the shareholders of EasyCargo to us at a price of $10.10 per share if we did not complete an IPO by September 3, 2014. Subsequent to our IPO, which closed on March 26, 2014, the 296,547 issued or contingently issuable shares of common stock are no longer puttable to us by the shareholders of EasyCargo and are considered issued common stock in the stockholders' equity section of the consolidated balance sheet at March 31, 2014. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
Our income tax provision for the three months ended March 31, 2014 and 2013 reflects our estimate of the effective tax rates expected to be applicable for the full fiscal years, adjusted for any discrete events that are recorded in the period in which they occur. The estimates are re-evaluated each quarter based on our estimated tax expense for the full fiscal year. The tax provision for the three months ended March 31, 2014 is exclusively related to foreign income taxes. | |
We have historically incurred operating losses and, given our cumulative losses and no history of profits, we have recorded a full valuation allowance against our deferred tax assets at March 31, 2014 and December 31, 2013. | |
We have a federal net operating loss (NOL) carryforward of approximately $59,700,000 and $55,000,000 as of March 31, 2014 and December 31, 2013, respectively. The federal NOL carryforward will begin to expire in 2019. For state income tax purposes, we have net operating loss carryforwards in a number of jurisdictions in varying amounts and with varying expiration dates from 2014 through 2034. | |
The Internal Revenue Code contains provisions that limit the yearly utilization of net operating loss carryforwards if there has been an ownership change, as defined. Such an ownership change, as described in Section 382 of the Internal Revenue Code, may limit our ability to utilize our net operating loss carryforwards on a yearly basis. As a result, to the extent that any single-year limitation is not utilized to the full amount of the limitation, such unused amounts are carried over to subsequent years until the earlier of its utilization or the expiration of the relevant carryforward period. We have not yet made a determination regarding the potential impact of these amounts. | |
We believe that we have not taken an uncertain tax position on prior tax filings and therefore have not recorded a liability for unrecognized tax benefits. | |
Our federal, state, and foreign income tax returns remain open to examination by income taxing authorities for the years 2010 through 2012, respectively. |
Stock_Option_Plan
Stock Option Plan | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||||
Stock Option Plan | ' | ||||||||||||||||||
Stock Option Plan | |||||||||||||||||||
In 2002, we adopted a stock option plan (the 2002 Plan) whereby options to purchase shares of common stock are issued to employees at an exercise price not less than the fair market value of our common stock on the date of grant. As of March 31, 2014, we had authorized 4,939,270 shares to be issued under the 2002 Plan. The term, not to exceed ten years, and exercise period of each stock option awarded under the 2002 Plan are determined by the board of directors. These options generally vest over a four-year period. As of March 31, 2014, options to purchase an aggregate of 1,832,525 shares of common stock were issuable under the 2002 Plan. The 2002 Plan expired in 2012 and we are making no further grants under it. | |||||||||||||||||||
In October 2012, we adopted the Amber Road, Inc. 2012 Omnibus Incentive Compensation Plan (the 2012 Plan). The 2012 Plan covers the grant of awards to our employees (including officers), non-employee consultants and non-employee directors and those of our affiliates. As of March 31, 2014, we had authorized 5,146,696 shares to be issued under the 2012 Plan. The term, not to exceed ten years, and exercise period of each stock option awarded under the 2012 Plan are determined by the board of directors. These options generally vest over a four-year period. As of March 31, 2014, 831,660 options have been granted under the 2012 Plan. | |||||||||||||||||||
Total stock-based compensation expense related to employee options included in the consolidated statements of operations is as follows: | |||||||||||||||||||
Three Months Ended | |||||||||||||||||||
March 31, | |||||||||||||||||||
2014 | 2013 | ||||||||||||||||||
Cost of subscription revenue | $ | 14,327 | $ | 16,130 | |||||||||||||||
Cost of professional services | 11,956 | 4,560 | |||||||||||||||||
Sales and marketing | 22,185 | 12,992 | |||||||||||||||||
Research and development | 30,596 | 6,465 | |||||||||||||||||
General and administrative | 94,470 | 36,662 | |||||||||||||||||
$ | 173,534 | $ | 76,809 | ||||||||||||||||
The fair value of each option grant is estimated using the Black-Scholes option pricing model with the following weighted average assumptions: | |||||||||||||||||||
Three Months Ended | |||||||||||||||||||
March 31, | |||||||||||||||||||
2014 | 2013 | ||||||||||||||||||
Risk free interest rate | * | 1.13% | |||||||||||||||||
Expected volatility | * | 60% | |||||||||||||||||
Expected dividend yield | * | — | |||||||||||||||||
Expected life | * | 6.25 years | |||||||||||||||||
Weighted average fair value of options granted | * | $1.01 | |||||||||||||||||
* There were no options granted during the three months ended March 31, 2014 | |||||||||||||||||||
The computation of expected volatility for the three months ended March 31, 2013 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 the three months ended March 31, 2013 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 Plan is as follows: | |||||||||||||||||||
Outstanding | Exercise Price | Weighted Average | |||||||||||||||||
Options | Per Share | Exercise Price | |||||||||||||||||
Balance at December 31, 2013 | 2,890,363 | $0.37-$6.14 | $3.11 | ||||||||||||||||
Granted | — | — | — | ||||||||||||||||
Exercised | (225,343 | ) | $0.37-$3.29 | $1.51 | |||||||||||||||
Canceled | (835 | ) | $2.31 | $2.31 | |||||||||||||||
Balance at March 31, 2014 | 2,664,185 | $0.84-$8.07 | $3.25 | ||||||||||||||||
The total intrinsic value of options exercised during the three months ended March 31, 2014 was $1,984,035. | |||||||||||||||||||
Information with respect to the options outstanding and exercisable under the 2002 Plan and the 2012 Plan at March 31, 2014 is as follows: | |||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||
Weighted | Weighted | ||||||||||||||||||
Average | Average | ||||||||||||||||||
Remaining | Remaining | ||||||||||||||||||
Options | Contractual | Intrinsic | Options | Contractual | Intrinsic | ||||||||||||||
Exercise Price Per Share | Outstanding | Life | Value | Exercisable | Life | Value | |||||||||||||
$0.84 | 40,850 | 0.9 years | $ | 594,776 | 40,850 | 0.9 years | $ | 594,776 | |||||||||||
1.75 | 256,132 | 1.8 years | 3,496,202 | 256,132 | 1.8 years | 3,496,202 | |||||||||||||
2.31 | 1,290,053 | 5.2 years | 16,886,794 | 994,881 | 6.5 years | 13,022,986 | |||||||||||||
2.68 | 200,400 | 8.9 years | 2,549,088 | 50,100 | 8.9 years | 637,272 | |||||||||||||
2.74 | 13,360 | 2.6 years | 169,137 | 13,360 | 2.6 years | 169,137 | |||||||||||||
3.29 | 202,070 | 2.9 years | 2,447,068 | 202,070 | 2.9 years | 2,447,068 | |||||||||||||
4.06 | 30,060 | 3.1 years | 340,880 | 30,060 | 3.1 years | 340,880 | |||||||||||||
5.57 | 297,260 | 9.2 years | 2,922,066 | — | — | — | |||||||||||||
6.14 | 267,200 | 9.1 years | 2,474,272 | — | — | — | |||||||||||||
8.07 | 66,800 | 9.5 years | 489,644 | — | — | — | |||||||||||||
2,664,185 | $ | 32,369,927 | 1,587,453 | $ | 20,708,321 | ||||||||||||||
The weighted average exercise price and weighted average remaining term of fully vested options as of March 31, 2014 is $2.35 and 4.8 years, respectively. | |||||||||||||||||||
As of March 31, 2014 and December 31, 2013, 4,315,036 and 236,877, respectively, options are available for future grant under the 2012 Plan. As of March 31, 2014 and December 31, 2013, there was $1,829,076 and $2,002,691, respectively, of total unrecognized compensation expense related to non-vested stock options. That cost is expected to be recognized over a weighted average period of 1.5 years. Common stock issued upon exercise of stock options is reflected as newly issued shares of common stock in the stockholders' equity section of the consolidated balance sheet. |
Net_Loss_Per_Share
Net Loss Per Share | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
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: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Basic and diluted net loss per share: | ||||||||
Numerator: | ||||||||
Net loss attributable to common stockholders | $ | (24,356,236 | ) | $ | (6,249,954 | ) | ||
Denominator: | ||||||||
Weighted average shares used in computing net loss attributable to common stockholders | 6,165,980 | 3,718,048 | ||||||
Basic and diluted net loss per share | $ | (3.95 | ) | $ | (1.68 | ) | ||
Diluted net loss per share does not include the effect of the following antidilutive common equivalent shares: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Stock options outstanding | 2,664,185 | 2,273,476 | ||||||
Stock purchase warrants outstanding | — | 245,946 | ||||||
Common equivalent shares preferred stock | — | 13,993,566 | ||||||
2,664,185 | 16,512,988 | |||||||
Basic and diluted net loss per share for March 31, 2013 does not include 1,221,736 unvested shares of restricted common stock. Upon completion of our IPO in March 2014, these shares are now vested and included in the computation of basic and diluted net loss per share for the three months ended March 31, 2014. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
(a) 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. | |
(b) Other | |
Under the indemnification clauses of our standard customer agreements, we guarantee to defend and indemnify the customer against any claim based upon any failure to satisfy the warranty set forth in the contract associated with infringements of any patent, copyright, trade secret, or other intellectual property right. We do not expect to incur any infringement liability as a result of the customer indemnification clauses. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies and Practices (Policies) | 3 Months Ended | |
Mar. 31, 2014 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
Basis of Accounting | ' | |
The accompanying unaudited consolidated financial statements and footnotes have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States (GAAP) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement have been included. | ||
Principles of Consolidation | ' | |
The accompanying consolidated financial statements include our accounts and those of our wholly-owned subsidiaries located in India, China and the United Kingdom. All significant intercompany balances and transactions have been eliminated in consolidation. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014 or for other interim periods or future years. The consolidated balance sheet as of December 31, 2013 is derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our prospectus dated March 20, 2014, filed with the Securities and Exchange Commission (SEC) on March 24, 2014 pursuant to Rule 424(b)(4) under the Securities Act. | ||
Use of Estimates | ' | |
Use of Estimates | ||
The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include the carrying amount of intangibles and goodwill; valuation allowance for receivables and deferred income tax assets; revenue; capitalization of software costs; and valuation of share-based payments. Actual results could differ from those estimates. | ||
Cash and Cash Equivalents | ' | |
Cash and Cash Equivalents | ||
We consider all highly liquid investments with original maturities of three months or less at the balance sheet date to be cash equivalents. | ||
Fair Value of Financial Instruments and Fair Value Measurements | ' | |
Fair Value of Financial Instruments and Fair Value Measurements | ||
Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses. Management believes that the carrying values of these instruments are representative of their fair value due to the relatively short-term nature of those instruments. | ||
We follow FASB accounting guidance on fair value measurements for financial assets and liabilities measured on a recurring basis. ASC 820, Fair Value Measurements, among other things, defines fair value, establishes a framework for measuring fair value, and requires disclosure about such fair value measurements. Assets and liabilities measured at fair value are based on one or more of three valuation techniques provided for in the standards. The three value techniques are as follows: | ||
Market Approach | — Prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities; | |
Income Approach | — Techniques to convert future amounts to a single present amount based on market expectations (including present value techniques and option pricing models); and | |
Cost Approach | — Amount that currently would be required to replace the service capacity of an asset (often referred to as replacement cost). | |
The standards clarify that fair value is an exit price, representing the amount that would be received to sell an asset, based on the highest and best use of the asset, or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for evaluating such assumptions, the standards establish a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value as follows: | ||
Level 1 — Quoted prices in active markets for identical assets or liabilities; | ||
Level 2 — Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; or | ||
Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions about what market participants would use in pricing the asset or liability. | ||
Accounts Receivable and Allowance for Doubtful Accounts | ' | |
Accounts Receivable and Allowance for Doubtful Accounts | ||
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on historical write-off experience, the industry, and the economy. We review our allowance for doubtful accounts monthly. Past-due balances over 90 days and over a specified amount are reviewed individually for collectibility. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We do not have any off-balance-sheet credit exposure related to our customers. | ||
We record unbilled receivables for contracts on which revenue has been recognized, but for which the customer has not yet been billed. | ||
Major Customer and Concentrations of Credit Risk | ' | |
Major Customers and Concentrations of Credit Risk | ||
Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. We invest our excess cash with a large high-credit-quality financial institution. Our customer base is principally comprised of enterprise and mid-market companies within the global trade industry. We do not require collateral from our customers. | ||
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. | ||
Prior to January 1, 2010, the deliverables in multiple-deliverable arrangements were accounted for separately if the delivered items had stand-alone value and there was objective and reliable evidence of fair value for the undelivered items. If the deliverables in a multiple-deliverable arrangement could not be accounted for separately, the total arrangement fee was recognized ratably as a single unit of accounting over the contracted term of the subscription agreement. A significant portion of our multiple-deliverable arrangements were accounted for as a single unit of accounting because there was no objective and reliable evidence of fair value for certain of the deliverables. Additionally, in these situations, we expensed the direct costs of the professional services arrangement as incurred whereas the revenue from the services was recognized over the contracted terms of the subscription. | ||
In October 2009, the FASB issued Accounting Standards Update No. 2009-13, Revenue Recognition (Topic 605), Multiple-Deliverable Revenue Arrangements—a consensus of the FASB Emerging Issues Task Force (ASU 2009-13) which amended the previous multiple-deliverable arrangements accounting guidance. Pursuant to the updated guidance, objective and reliable evidence of fair value of the deliverables to be delivered was no longer required in order to account for deliverables in a multiple-deliverable arrangement separately. Instead, arrangement consideration is allocated to deliverables based on their relative selling price. | ||
We adopted this accounting guidance on January 1, 2010, for applicable arrangements entered into or materially modified after January 1, 2010 (the beginning of our fiscal year). Under the updated accounting guidance, in order to treat deliverables in a multiple-deliverable arrangement as separate units of accounting, the deliverables must have stand-alone value upon delivery. If the deliverables have stand-alone value upon delivery, we account for each deliverable separately. Subscription services have standalone value as such services are often sold separately. In determining whether professional services have standalone value, we consider the following factors for each professional services agreement: availability of the services from other vendors, the nature of the professional services, the timing of when the professional services contract was signed in comparison to the subscription service start date, and the contractual dependence of the subscription service on the customer’s satisfaction with the professional services work. To date, we have concluded that all of the professional services included in multiple-deliverable arrangements executed have stand-alone value. | ||
As a result of the adoption of ASU 2009-13, we allocate revenue to each element in an arrangement based on a selling price hierarchy. The selling price for a deliverable is based on its vendor specific objective evidence (VSOE), if available, third party evidence (TPE), if VSOE is not available, or estimated selling prices (ESP), if neither VSOE nor TPE is available. As we have been unable to establish VSOE or TPE for the elements of its arrangements, we establish the ESP for each element primarily by considering the weighted average of actual sales prices of professional services sold on a standalone basis and subscription including various add-on modules if and when sold together without professional services, and other factors such as gross margin objectives, pricing practice and growth strategy. We have established processes to determine ESP and allocate revenue in multiple arrangements using ESP. | ||
For those contracts in which the customer accesses our software via an on-demand application, we account for these contracts in accordance with ASC 605-25, Revenue Recognition—Multiple- Element Arrangements. The majority of these agreements represent multiple-element arrangements, and we evaluate each element to determine whether it represents a separate unit of accounting. The consideration allocated to subscription is recognized as revenue ratably over the contract period. The consideration allocated to professional services is recognized as the services are performed, which is typically over the first three to six months of an arrangement. | ||
For those contracts in which the customer takes possession of the software, we account for such transactions in accordance with ASC 985, Software. We account for these contracts as subscriptions and recognize the entire arrangement fee (subscription and services) ratably over the term of the agreement. In addition, as we do not have VSOE for services, any add-on services entered into during the term of the subscription are recognized over the remaining term of the agreement. | ||
Other Revenue Items | ||
Sales tax collected from customers and remitted to governmental authorities is accounted for on a net basis and, therefore, is not included in revenue and cost of revenue in the consolidated statements of operations. We classify customer reimbursements received for direct costs paid to third parties and related expenses as revenue, in accordance with ASC 605. | ||
Cost of Revenue | ' | |
Cost of Revenue | ||
Cost of subscription revenue. Cost of subscription revenue consists primarily of personnel and related costs of our hosting, support, and content teams, including salaries, benefits, bonuses, payroll taxes, stock-based compensation and allocated overhead, as well as software license fees, hosting costs, Internet connectivity, and depreciation expenses directly related to delivering solutions, as well as amortization of capitalized software development costs. As we add data center capacity and personnel in advance of anticipated growth, our cost of subscription revenue may increase. Our cost of subscription revenue is generally expensed as the costs are incurred. | ||
Cost of professional services revenue. Cost of professional services revenue consists primarily of personnel and related costs, including salaries, benefits, bonuses, payroll taxes, stock-based compensation, the costs of contracted third-party vendors, reimbursable expenses and allocated overhead. As our personnel are employed on a full-time basis, our cost of professional services is largely fixed in the short term, while our professional services revenue may fluctuate, leading to fluctuations in professional services gross profit. Cost of professional services revenue is generally expensed as costs are incurred. | ||
Deferred Commissions | ' | |
Deferred Commissions | ||
We defer commission costs that are incremental and directly related to the acquisition of customer contracts. Commission costs are accrued and deferred upon execution of the sales contract by the customer. Payments to sales personnel are made shortly after the receipt of the related customer payment. Deferred commissions are amortized over the term of the related noncancelable customer contract and are recoverable through the related future revenue streams. | ||
Stock-Based Compensation | ' | |
Stock-Based Compensation | ||
We recognize stock-based compensation as an expense in the consolidated financial statements and measure that cost based on the estimated fair value of the award. | ||
We recognize compensation expense based on the estimated grant-date fair value using the Black-Scholes option pricing model. | ||
Recent Accounting Pronouncements | ' | |
Recent Accounting Pronouncements | ||
In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2013-11 Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The new guidance is effective for fiscal years and interim periods beginning after December 15, 2013. The adoption of ASU 2013-11 in 2014 did not have a material impact on our consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies and Practices (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||||||||||
Summary of Cash and Cash Equivalents | ' | |||||||||||||||
Cash and cash equivalents at March 31, 2014 and December 31, 2013 consist of the following: | ||||||||||||||||
March 31, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Cash and cash equivalents | $ | 51,212,001 | $ | 5,147,360 | ||||||||||||
Money market accounts | 208 | 375 | ||||||||||||||
$ | 51,212,209 | $ | 5,147,735 | |||||||||||||
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 March 31, 2014 and December 31, 2013: | ||||||||||||||||
Fair Value Measurements Using | ||||||||||||||||
Total | Quoted | Significant | ||||||||||||||
Carrying | Prices in | Other | Significant | |||||||||||||
Value | Active | Observable | Unobservable | |||||||||||||
March 31, | Markets | Inputs | Inputs | |||||||||||||
2014 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
Cash equivalents: | ||||||||||||||||
Money market accounts | $ | 208 | $ | 208 | $ | — | $ | — | ||||||||
Total assets measured at fair value on a recurring basis | $ | 208 | $ | 208 | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Acquisition contingent consideration liability | $ | (412,860 | ) | $ | — | $ | — | $ | (412,860 | ) | ||||||
Total liabilities measured at fair value on a recurring basis | $ | (412,860 | ) | $ | — | $ | — | $ | (412,860 | ) | ||||||
Fair Value Measurements Using | ||||||||||||||||
Total | Quoted | Significant | ||||||||||||||
Carrying | Prices in | Other | Significant | |||||||||||||
Value | Active | Observable | Unobservable | |||||||||||||
December 31, | Markets | Inputs | Inputs | |||||||||||||
2013 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
Cash equivalents: | ||||||||||||||||
Money market accounts | $ | 375 | $ | 375 | $ | — | $ | — | ||||||||
Total assets measured at fair value on a recurring basis | $ | 375 | $ | 375 | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Acquisition contingent consideration liability | $ | (331,296 | ) | $ | — | $ | — | $ | (331,296 | ) | ||||||
Warrants | (1,726,862 | ) | — | — | (1,726,862 | ) | ||||||||||
Total liabilities measured at fair value on a recurring basis | $ | (2,058,158 | ) | $ | — | $ | — | $ | (2,058,158 | ) | ||||||
Reconciliation of the Level 3, Warrant Liability, Measured at Fair Value on a Recurring Basis | ' | |||||||||||||||
The reconciliation of the warrant liability and the acquisition contingent consideration liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows: | ||||||||||||||||
Acquisition | ||||||||||||||||
Contingent | ||||||||||||||||
Warrant | Consideration | |||||||||||||||
Liability | Liability | |||||||||||||||
Balance at December 31, 2013 | $ | 1,726,862 | $ | 331,296 | ||||||||||||
Mark to estimated fair value recorded as general and administrative expense | 1,244,635 | 81,564 | ||||||||||||||
Exercise of common stock warrants | (2,971,497 | ) | — | |||||||||||||
Balance at March 31, 2014 | $ | — | $ | 412,860 | ||||||||||||
Schedule of Revenue and Long-Lived Assets, by Geographical Area | ' | |||||||||||||||
Revenue by geographic area is as follows: | ||||||||||||||||
Three Months Ended | ||||||||||||||||
March 31, | ||||||||||||||||
Country | 2014 | 2013 | ||||||||||||||
United States | $ | 13,147,592 | $ | 10,486,503 | ||||||||||||
International | 1,841,416 | 1,106,561 | ||||||||||||||
Total revenue | $ | 14,989,008 | $ | 11,593,064 | ||||||||||||
Acquisition_Tables
Acquisition (Tables) | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Business Combinations [Abstract] | ' | |||
Summary of the Consideration Paid | ' | |||
The following table summarizes the consideration paid for EasyCargo as well as the preliminary allocation of tangible and intangible assets acquired and liabilities assumed recognized at the acquisition date. | ||||
Consideration: | ||||
Cash | $ | 2,000,078 | ||
Common stock at closing (197,914 shares) | 1,908,075 | |||
Contingent equity consideration (66,077 shares - based on CTM revenue targets) | 139,452 | |||
Contingent equity consideration (32,556 shares - based on continued employment of EasyCargo’s founder) | 186,019 | |||
Contingent consideration | 85,600 | |||
Fair value of total consideration transferred | $ | 4,319,224 | ||
Assets acquired and liabilities assumed: | ||||
Cash | $ | 85,310 | ||
Accounts receivable (including unbilled receivables) | 342,517 | |||
Other assets | 87,016 | |||
Customer relationship assets | 719,300 | |||
Developed technology | 102,600 | |||
Trade name | 56,700 | |||
Total identifiable assets acquired excluding goodwill | 1,393,443 | |||
Current liabilities | 259,875 | |||
Total liabilities assumed | 259,875 | |||
Net identifiable assets acquired excluding goodwill | 1,133,568 | |||
Goodwill | 3,185,656 | |||
Net assets acquired | $ | 4,319,224 | ||
Consolidated_Balance_Sheet_Com1
Consolidated Balance Sheet Components (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Consolidated Balance Sheet Components [Abstract] | ' | |||||||
Schedule of Property and Equipment | ' | |||||||
Property and Equipment | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Computer software and equipment | $ | 9,954,908 | $ | 9,493,279 | ||||
Software development costs | 11,940,508 | 11,374,854 | ||||||
Furniture and fixtures | 1,849,173 | 1,790,875 | ||||||
Leasehold improvements | 2,561,065 | 2,561,065 | ||||||
Total property and equipment | 26,305,654 | 25,220,073 | ||||||
Less: accumulated depreciation and amortization | (13,198,256 | ) | (12,117,693 | ) | ||||
Total property and equipment, net | $ | 13,107,398 | $ | 13,102,380 | ||||
Schedule of Accrued Expenses | ' | |||||||
Accrued expenses at March 31, 2014 and December 31, 2013 consisted of the following: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Accrued bonus | $ | 2,164,202 | $ | 1,749,780 | ||||
Accrued commission | 2,644,606 | 3,928,419 | ||||||
Deferred rent | 214,937 | 196,761 | ||||||
Accrued offering costs | 147,649 | 1,445,000 | ||||||
Accrued compensation | 927,093 | — | ||||||
Other accrued expenses | 2,133,020 | 1,761,594 | ||||||
Total | $ | 8,231,507 | $ | 9,081,554 | ||||
Deferred Revenue | ' | |||||||
Deferred revenue | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Current: | ||||||||
Subscription revenue | $ | 18,093,496 | $ | 19,881,982 | ||||
Professional services revenue | 2,263,585 | 2,575,505 | ||||||
Other | 3,657,514 | 3,657,514 | ||||||
Total current | 24,014,595 | 26,115,001 | ||||||
Noncurrent: | ||||||||
Subscription revenue | 363,085 | 376,245 | ||||||
Professional services revenue | 960,048 | 1,192,233 | ||||||
Other | 2,171,300 | 3,073,153 | ||||||
Total noncurrent | 3,494,433 | 4,641,631 | ||||||
Total deferred revenue | $ | 27,509,028 | $ | 30,756,632 | ||||
Other Noncurrent Liabilities | ' | |||||||
Other Noncurrent Liabilities | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Deferred rent | $ | 1,889,833 | $ | 1,897,137 | ||||
Warrant | — | 1,726,862 | ||||||
Acquisition contingent consideration liability | 412,860 | 331,296 | ||||||
Other | 27,486 | 26,594 | ||||||
Total | $ | 2,330,179 | $ | 3,981,889 | ||||
Leases_Tables
Leases (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
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 March 31, 2014 are as follows: | ||||||||
Capital | Operating | |||||||
Leases | Leases | |||||||
Remainder of 2014 | $ | 875,941 | $ | 1,926,003 | ||||
2015 | 1,004,370 | 2,479,230 | ||||||
2016 | 838,990 | 2,287,538 | ||||||
2017 | 380,523 | 1,861,672 | ||||||
2018 | 3,032 | 1,881,528 | ||||||
2019 and thereafter | — | 4,738,451 | ||||||
Total minimum lease payments | 3,102,856 | $ | 15,174,422 | |||||
Less amount representing interest | (215,796 | ) | ||||||
Present value of net minimum capital lease payments | 2,887,060 | |||||||
Less current installments of obligations under capital leases | (1,048,432 | ) | ||||||
Obligations under capital leases excluding current installments | $ | 1,838,628 | ||||||
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 March 31, 2014 are as follows: | ||||||||
Capital | Operating | |||||||
Leases | Leases | |||||||
Remainder of 2014 | $ | 875,941 | $ | 1,926,003 | ||||
2015 | 1,004,370 | 2,479,230 | ||||||
2016 | 838,990 | 2,287,538 | ||||||
2017 | 380,523 | 1,861,672 | ||||||
2018 | 3,032 | 1,881,528 | ||||||
2019 and thereafter | — | 4,738,451 | ||||||
Total minimum lease payments | 3,102,856 | $ | 15,174,422 | |||||
Less amount representing interest | (215,796 | ) | ||||||
Present value of net minimum capital lease payments | 2,887,060 | |||||||
Less current installments of obligations under capital leases | (1,048,432 | ) | ||||||
Obligations under capital leases excluding current installments | $ | 1,838,628 | ||||||
Stockholders_Equity_Deficit_Ta
Stockholders' Equity (Deficit) (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||||||||||||||||
Summary of Activity For Redeemable Convertible Preferred Stock | ' | ||||||||||||||||||||||||||||||||||
The following tables present our activity for redeemable convertible preferred stock for the three months ended March 31, 2014: | |||||||||||||||||||||||||||||||||||
Redeemable Convertible Preferred Stock | |||||||||||||||||||||||||||||||||||
Series A | Series B | Series C | Series D | Series E | |||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||
Balance, December 31, 2013 | 6,725,000 | $ | 8,900,911 | 1,853,568 | $ | 6,617,778 | 5,227,761 | $ | 20,187,957 | 2,669,384 | $ | 10,818,014 | 4,472,671 | $ | 28,248,692 | ||||||||||||||||||||
Accretion of preferred stock | 1,867 | 2,378,991 | |||||||||||||||||||||||||||||||||
Conversion of preferred stock into common stock | (6,725,000 | ) | (8,900,911 | ) | (1,853,568 | ) | (6,617,778 | ) | (5,227,761 | ) | (20,187,957 | ) | (2,669,384 | ) | (10,819,881 | ) | (4,472,671 | ) | (30,627,683 | ) | |||||||||||||||
Balance, March 31, 2014 | — | $ | — | — | $ | — | — | $ | — | — | $ | — | — | $ | — | ||||||||||||||||||||
Schedule of common stock activity | ' | ||||||||||||||||||||||||||||||||||
The following table presents our activity for common stock for the three months ended March 31, 2014: | |||||||||||||||||||||||||||||||||||
Shares | Amount | ||||||||||||||||||||||||||||||||||
Balance, December 31, 2013 | 5,005,911 | $ | 15,221,195 | ||||||||||||||||||||||||||||||||
Effect of converting no par common stock to $0.001 par value common stock | — | (15,216,189 | ) | ||||||||||||||||||||||||||||||||
Exercise of common stock options | 225,343 | 225 | |||||||||||||||||||||||||||||||||
Exercise of common stock warrants | 196,304 | 196 | |||||||||||||||||||||||||||||||||
Reclassification of puttable common stock into common stock | 197,914 | 198 | |||||||||||||||||||||||||||||||||
Conversion of preferred stock into common stock | 14,802,188 | 14,803 | |||||||||||||||||||||||||||||||||
Common stock issued for IPO | 4,782,870 | 4,783 | |||||||||||||||||||||||||||||||||
Balance, March 31, 2014 | 25,210,530 | $ | 25,211 | ||||||||||||||||||||||||||||||||
Stock_Option_Plan_Tables
Stock Option Plan (Tables) | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||||
Schedule of Stock-based Compensation Expense Included in the Consolidated Statements of Operations | ' | ||||||||||||||||||
Total stock-based compensation expense related to employee options included in the consolidated statements of operations is as follows: | |||||||||||||||||||
Three Months Ended | |||||||||||||||||||
March 31, | |||||||||||||||||||
2014 | 2013 | ||||||||||||||||||
Cost of subscription revenue | $ | 14,327 | $ | 16,130 | |||||||||||||||
Cost of professional services | 11,956 | 4,560 | |||||||||||||||||
Sales and marketing | 22,185 | 12,992 | |||||||||||||||||
Research and development | 30,596 | 6,465 | |||||||||||||||||
General and administrative | 94,470 | 36,662 | |||||||||||||||||
$ | 173,534 | $ | 76,809 | ||||||||||||||||
Summary of Fair Value Weighted Average Assumption | ' | ||||||||||||||||||
The fair value of each option grant is estimated using the Black-Scholes option pricing model with the following weighted average assumptions: | |||||||||||||||||||
Three Months Ended | |||||||||||||||||||
March 31, | |||||||||||||||||||
2014 | 2013 | ||||||||||||||||||
Risk free interest rate | * | 1.13% | |||||||||||||||||
Expected volatility | * | 60% | |||||||||||||||||
Expected dividend yield | * | — | |||||||||||||||||
Expected life | * | 6.25 years | |||||||||||||||||
Weighted average fair value of options granted | * | $1.01 | |||||||||||||||||
* There were no options granted during the three months ended March 31, 2014 | |||||||||||||||||||
Schedule of Share-based Compensation Activity | ' | ||||||||||||||||||
Information relative to the Plan is as follows: | |||||||||||||||||||
Outstanding | Exercise Price | Weighted Average | |||||||||||||||||
Options | Per Share | Exercise Price | |||||||||||||||||
Balance at December 31, 2013 | 2,890,363 | $0.37-$6.14 | $3.11 | ||||||||||||||||
Granted | — | — | — | ||||||||||||||||
Exercised | (225,343 | ) | $0.37-$3.29 | $1.51 | |||||||||||||||
Canceled | (835 | ) | $2.31 | $2.31 | |||||||||||||||
Balance at March 31, 2014 | 2,664,185 | $0.84-$8.07 | $3.25 | ||||||||||||||||
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 March 31, 2014 is as follows: | |||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||
Weighted | Weighted | ||||||||||||||||||
Average | Average | ||||||||||||||||||
Remaining | Remaining | ||||||||||||||||||
Options | Contractual | Intrinsic | Options | Contractual | Intrinsic | ||||||||||||||
Exercise Price Per Share | Outstanding | Life | Value | Exercisable | Life | Value | |||||||||||||
$0.84 | 40,850 | 0.9 years | $ | 594,776 | 40,850 | 0.9 years | $ | 594,776 | |||||||||||
1.75 | 256,132 | 1.8 years | 3,496,202 | 256,132 | 1.8 years | 3,496,202 | |||||||||||||
2.31 | 1,290,053 | 5.2 years | 16,886,794 | 994,881 | 6.5 years | 13,022,986 | |||||||||||||
2.68 | 200,400 | 8.9 years | 2,549,088 | 50,100 | 8.9 years | 637,272 | |||||||||||||
2.74 | 13,360 | 2.6 years | 169,137 | 13,360 | 2.6 years | 169,137 | |||||||||||||
3.29 | 202,070 | 2.9 years | 2,447,068 | 202,070 | 2.9 years | 2,447,068 | |||||||||||||
4.06 | 30,060 | 3.1 years | 340,880 | 30,060 | 3.1 years | 340,880 | |||||||||||||
5.57 | 297,260 | 9.2 years | 2,922,066 | — | — | — | |||||||||||||
6.14 | 267,200 | 9.1 years | 2,474,272 | — | — | — | |||||||||||||
8.07 | 66,800 | 9.5 years | 489,644 | — | — | — | |||||||||||||
2,664,185 | $ | 32,369,927 | 1,587,453 | $ | 20,708,321 | ||||||||||||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
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: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Basic and diluted net loss per share: | ||||||||
Numerator: | ||||||||
Net loss attributable to common stockholders | $ | (24,356,236 | ) | $ | (6,249,954 | ) | ||
Denominator: | ||||||||
Weighted average shares used in computing net loss attributable to common stockholders | 6,165,980 | 3,718,048 | ||||||
Basic and diluted net loss per share | $ | (3.95 | ) | $ | (1.68 | ) | ||
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: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Stock options outstanding | 2,664,185 | 2,273,476 | ||||||
Stock purchase warrants outstanding | — | 245,946 | ||||||
Common equivalent shares preferred stock | — | 13,993,566 | ||||||
2,664,185 | 16,512,988 | |||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies and Practices - Initial Public Offering (Details) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 26, 2014 | Mar. 31, 2014 | Mar. 26, 2014 | Mar. 26, 2014 | Mar. 26, 2014 | |
IPO | IPO | Over-Allotment Option | Stockholders | Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Stocked issued during period (in shares) | ' | ' | 8,500,299 | ' | 1,108,734 | 3,717,429 | ' |
Initial public offering, price per share (USD per share) | ' | ' | $13 | ' | ' | ' | ' |
Redeemable convertible preferred stock converted to common stock (in shares) | ' | ' | ' | ' | ' | ' | 13,993,566 |
Conversion of accrued dividends to common shares (shares) | ' | ' | ' | ' | ' | ' | 808,622 |
Proceeds from initial public offering, net of underwriting discounts and commissions | $57,824,899 | $0 | ' | $57,824,898 | ' | ' | ' |
Offering expense | ' | ' | $4,745,394 | ' | ' | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies and Practices - Reverse Stock Split (Details) | 0 Months Ended |
Mar. 04, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Reverse stock split ratio | 0.668 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies and Practices - Cash and Cash Equivalents (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' | ' |
Cash and cash equivalents | $51,212,001 | $5,147,360 | ' | ' |
Money market accounts | 208 | 375 | ' | ' |
Total cash and cash equivalents | $51,212,209 | $5,147,735 | $3,483,294 | $4,279,821 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies and Practices - Fair Value of Assets and Liabilities Measured on a Recurring Basis (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Assets: | ' | ' |
Money market accounts | $208 | $375 |
Total assets measured at fair value on a recurring basis | 208 | 375 |
Liabilities: | ' | ' |
Acquisition contingent consideration liability | -412,860 | -331,296 |
Warrants | ' | -1,726,862 |
Total liabilities measured at fair value on a recurring basis | -412,860 | -2,058,158 |
Quoted Prices in Active Markets (Level 1) | ' | ' |
Assets: | ' | ' |
Money market accounts | 208 | 375 |
Total assets measured at fair value on a recurring basis | 208 | 375 |
Liabilities: | ' | ' |
Acquisition contingent consideration liability | 0 | 0 |
Warrants | ' | 0 |
Total liabilities measured at fair value on a recurring basis | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ' | ' |
Assets: | ' | ' |
Money market accounts | 0 | 0 |
Total assets measured at fair value on a recurring basis | 0 | 0 |
Liabilities: | ' | ' |
Acquisition contingent consideration liability | 0 | 0 |
Warrants | ' | 0 |
Total liabilities measured at fair value on a recurring basis | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ' | ' |
Assets: | ' | ' |
Money market accounts | 0 | 0 |
Total assets measured at fair value on a recurring basis | 0 | 0 |
Liabilities: | ' | ' |
Acquisition contingent consideration liability | -412,860 | -331,296 |
Warrants | ' | -1,726,862 |
Total liabilities measured at fair value on a recurring basis | ($412,860) | ($2,058,158) |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies and Practices - Reconciliation of the Liabilities Measured at Fair Value on a Recurring Basis (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Warrant Liability | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' |
Balance at December 31, 2013 | $1,726,862 |
Mark to estimated fair value recorded as general and administrative expense | 1,244,635 |
Exercise of common stock warrants | -2,971,497 |
Balance at March 31, 2014 | 0 |
Acquisition Contingent Consideration Liability | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' |
Balance at December 31, 2013 | 331,296 |
Mark to estimated fair value recorded as general and administrative expense | 81,564 |
Balance at March 31, 2014 | $412,860 |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies and Practices - Major Customers and Concentration of Credit Risk (Details) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | |
customer | customer | Customer Concentration Risk | Customer Concentration Risk | Customer Concentration Risk | |
Accounts Receivable | Accounts Receivable | Sales | |||
Revenue, Major Customer [Line Items] | ' | ' | ' | ' | ' |
Number of customers | 1 | 1 | ' | ' | ' |
Concentration risk percentage | ' | ' | 11.00% | 13.00% | 12.00% |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies and Practices - Other Revenue (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Recovery of direct costs recorded in professional services revenue and cost of professional services revenue | $133,116 | $94,372 |
Recovered_Sheet1
Summary of Significant Accounting Policies and Practices - Deferred Commissions (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Deferred commission costs | $777,913 | $248,466 |
Amortization of deferred sales commissions | $1,048,390 | $717,270 |
Recovered_Sheet2
Summary of Significant Accounting Policies and Practices - Sales and Long Lived-Assets by Geographic Location (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Revenue | $14,989,008 | $11,593,064 |
United States | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Revenue | 13,147,592 | 10,486,503 |
International | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Revenue | $1,841,416 | $1,106,561 |
International | Long Lived Assets | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Percent of long-lived assets outside the United States | 1.00% | ' |
Acquisition_Details
Acquisition - (Details) (USD $) | 0 Months Ended | ||
Sep. 03, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | ' | ' | ' |
Cash paid to acquire business | $2,000,078 | ' | ' |
Acquisition contingent consideration liability | ' | 412,860 | 331,296 |
Common Stock Contingently Issuable, Revenue Targets | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Stocked issued during period (in shares) | 66,077 | ' | ' |
Acquisition contingent consideration liability | 139,452 | 222,760 | 149,196 |
Contingent Consideration, Earn-Out Revenue | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Acquisition contingent consideration liability | 85,600 | 190,100 | 182,100 |
Business combination, additional earnout percentage | 50.00% | ' | ' |
Business Combination, additional earnout revenue threshold | 7,700,000 | ' | ' |
Sunrise International Ltd. | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Percentage of business acquired | 100.00% | ' | ' |
EasyCargo (Shanghai) Co., Ltd. | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Percentage of business acquired | 100.00% | ' | ' |
Cash paid to acquire business | 2,000,000 | ' | ' |
Equity interests issued and issuable in a business combination (shares) | 296,547 | ' | ' |
Stocked issued during period (in shares) | 197,914 | ' | ' |
Exercise price (USD per share) | $10.10 | ' | ' |
Business combination, repurchase provision, price per share (USD per share) | $0.01 | ' | ' |
Stock issued during the period, fair market value | 1,908,075 | ' | ' |
Share price (USD per share) | $9.64 | ' | ' |
EasyCargo (Shanghai) Co., Ltd. | Notes Payable, Other Payables | Acquired Entity Founder | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Loan amount outstanding | 252,502 | ' | ' |
Stated interest rate | 2.00% | ' | ' |
EasyCargo (Shanghai) Co., Ltd. | Maximum | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Equity interests issued and issuable in a business combination (shares) | 296,547 | ' | ' |
EasyCargo (Shanghai) Co., Ltd. | Common Stock Contingently Issuable, Revenue Targets | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Maximum earnout payment | 2,500,000 | ' | ' |
Stocked issued during period (in shares) | 66,077 | ' | ' |
EasyCargo (Shanghai) Co., Ltd. | Common Stock Contingently Issuable, Continued Employment | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Stocked issued during period (in shares) | 32,556 | ' | ' |
Acquisition contingent consideration liability | $186,019 | ' | ' |
Acquisition_Summary_of_Conside
Acquisition - Summary of Consideration Paid and Allocation of Tangible and Intangible Assets Acquired and Liabilities Assumed(Details) (USD $) | 0 Months Ended | ||
Sep. 03, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
Consideration: | ' | ' | ' |
Cash | $2,000,078 | ' | ' |
Acquisition contingent consideration liability | ' | 412,860 | 331,296 |
Fair value of total consideration transferred | 4,319,224 | ' | ' |
Assets acquired and liabilities assumed: | ' | ' | ' |
Cash | 85,310 | ' | ' |
Accounts receivable (including unbilled receivables) | 342,517 | ' | ' |
Other assets | 87,016 | ' | ' |
Total identifiable assets acquired excluding goodwill | 1,393,443 | ' | ' |
Current liabilities | 259,875 | ' | ' |
Total liabilities assumed | 259,875 | ' | ' |
Net identifiable assets acquired excluding goodwill | 1,133,568 | ' | ' |
Goodwill | 3,185,656 | 24,476,157 | 24,476,157 |
Net assets acquired | 4,319,224 | ' | ' |
Customer Relationship assets | ' | ' | ' |
Assets acquired and liabilities assumed: | ' | ' | ' |
Intangible assets, excluding goodwill | 719,300 | ' | ' |
Developed technology | ' | ' | ' |
Assets acquired and liabilities assumed: | ' | ' | ' |
Intangible assets, excluding goodwill | 102,600 | ' | ' |
Trade name | ' | ' | ' |
Assets acquired and liabilities assumed: | ' | ' | ' |
Intangible assets, excluding goodwill | 56,700 | ' | ' |
Common Stock Contingently Issuable, Revenue Targets | ' | ' | ' |
Consideration: | ' | ' | ' |
Acquisition contingent consideration liability | 139,452 | 222,760 | 149,196 |
Stocked issued during period (in shares) | 66,077 | ' | ' |
Contingent Consideration, Earn-Out Revenue | ' | ' | ' |
Consideration: | ' | ' | ' |
Acquisition contingent consideration liability | 85,600 | 190,100 | 182,100 |
EasyCargo (Shanghai) Co., Ltd. | ' | ' | ' |
Consideration: | ' | ' | ' |
Cash | 2,000,000 | ' | ' |
Common stock at closing (197,914 shares) | 1,908,075 | ' | ' |
Stocked issued during period (in shares) | 197,914 | ' | ' |
EasyCargo (Shanghai) Co., Ltd. | Common Stock Contingently Issuable, Revenue Targets | ' | ' | ' |
Consideration: | ' | ' | ' |
Stocked issued during period (in shares) | 66,077 | ' | ' |
EasyCargo (Shanghai) Co., Ltd. | Common Stock Contingently Issuable, Continued Employment | ' | ' | ' |
Consideration: | ' | ' | ' |
Acquisition contingent consideration liability | $186,019 | ' | ' |
Stocked issued during period (in shares) | 32,556 | ' | ' |
Consolidated_Balance_Sheet_Com2
Consolidated Balance Sheet Components - Property and Equipment (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Total property and equipment | $26,305,654 | ' | $25,220,073 |
Less: accumulated depreciation and amortization | -13,198,256 | ' | -12,117,693 |
Total property and equipment, net | 13,107,398 | ' | 13,102,380 |
Depreciation and amortization | 1,082,115 | 771,734 | ' |
Tenant improvement allowance | 0 | ' | 0 |
Computer software and equipment | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Total property and equipment | 9,954,908 | ' | 9,493,279 |
Software development costs | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Total property and equipment | 11,940,508 | ' | 11,374,854 |
Furniture and fixtures | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Total property and equipment | 1,849,173 | ' | 1,790,875 |
Leasehold improvements | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Total property and equipment | $2,561,065 | ' | $2,561,065 |
Consolidated_Balance_Sheet_Com3
Consolidated Balance Sheet Components - Leases (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | |
Office | ||||
Consolidated Balance Sheet Components [Abstract] | ' | ' | ' | ' |
Tenant improvement allowance | ' | $258,063 | $1,116,775 | ' |
Number of offices | 2 | ' | ' | ' |
Deferred rent related to tenant improvements | 1,887,478 | ' | ' | ' |
Deferred rent, current | 214,937 | ' | ' | 196,761 |
Deferred rent, concurrent | $1,889,833 | ' | ' | $1,897,137 |
Consolidated_Balance_Sheet_Com4
Consolidated Balance Sheet Components - Capitalized Software (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Capitalized software costs during the period | $565,654 | $528,115 | ' |
Amortization of capitalized software | 449,400 | 413,240 | ' |
Capitalized software, net | $1,192,159 | ' | $794,411 |
Software Development | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Useful life | '5 years | ' | ' |
Consolidated_Balance_Sheet_Com5
Consolidated Balance Sheet Components - Accrued Expenses (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Consolidated Balance Sheet Components [Abstract] | ' | ' |
Accrued bonus | $2,164,202 | $1,749,780 |
Accrued commission | 2,644,606 | 3,928,419 |
Deferred rent | 214,937 | 196,761 |
Accrued offering costs | 147,649 | 1,445,000 |
Accrued compensation | 927,093 | 0 |
Other accrued expenses | 2,133,020 | 1,761,594 |
Total | $8,231,507 | $9,081,554 |
Consolidated_Balance_Sheet_Com6
Consolidated Balance Sheet Components - Deferred Revenue (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | 31-May-12 | |
Current: | ' | ' | ' | ' |
Deferred revenue current | $24,014,595 | ' | $26,115,001 | ' |
Noncurrent: | ' | ' | ' | ' |
Deferred revenue, noncurrent | 3,494,433 | ' | 4,641,631 | ' |
Deferred revenue, total | 27,509,028 | ' | 30,756,632 | ' |
Revenues | 14,989,008 | 11,593,064 | ' | ' |
Cost of Revenue | 6,245,052 | 5,021,630 | ' | ' |
Subscription revenue | ' | ' | ' | ' |
Current: | ' | ' | ' | ' |
Deferred revenue current | 18,093,496 | ' | 19,881,982 | ' |
Noncurrent: | ' | ' | ' | ' |
Deferred revenue, noncurrent | 363,085 | ' | 376,245 | ' |
Professional services revenue | ' | ' | ' | ' |
Current: | ' | ' | ' | ' |
Deferred revenue current | 2,263,585 | ' | 2,575,505 | ' |
Noncurrent: | ' | ' | ' | ' |
Deferred revenue, noncurrent | 960,048 | ' | 1,192,233 | ' |
Other | ' | ' | ' | ' |
Current: | ' | ' | ' | ' |
Deferred revenue current | 3,657,514 | ' | 3,657,514 | ' |
Noncurrent: | ' | ' | ' | ' |
Deferred revenue, noncurrent | 2,171,300 | ' | 3,073,153 | ' |
Deferred revenue, total | ' | ' | ' | 10,525,434 |
Revenues | $901,853 | $901,853 | ' | ' |
Consolidated_Balance_Sheet_Com7
Consolidated Balance Sheet Components - Other Noncurrent Liabilities (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Consolidated Balance Sheet Components [Abstract] | ' | ' |
Deferred rent | $1,889,833 | $1,897,137 |
Warrant | 0 | 1,726,862 |
Acquisition contingent consideration liability | 412,860 | 331,296 |
Other | 27,486 | 26,594 |
Total | $2,330,179 | $3,981,889 |
Leases_Operating_Leases_Detail
Leases - Operating Leases - (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating Leased Assets [Line Items] | ' | ' |
Rent expense | $678 | $582 |
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_Details
Leases - Capital Leases - (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Leases [Abstract] | ' | ' |
Capital leased assets, carrying value | $2,715,206 | $2,949,473 |
Capital leases, accumulated depreciation | $1,069,076 | $570,889 |
Leases_Future_Minimum_Lease_Pa
Leases - Future Minimum Lease Payments - (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ' | ' |
Remainder of 2014 | $875,941 | ' |
2015 | 1,004,370 | ' |
2016 | 838,990 | ' |
2017 | 380,523 | ' |
2018 | 3,032 | ' |
2019 and thereafter | 0 | ' |
Total minimum lease payments | 3,102,856 | ' |
Less amount representing interest | -215,796 | ' |
Present value of net minimum capital lease payments | 2,887,060 | ' |
Less current installments of obligations under capital leases | -1,048,432 | -1,022,176 |
Obligations under capital leases excluding current installments | 1,838,628 | 2,068,308 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ' | ' |
Remainder of 2014 | 1,926,003 | ' |
2015 | 2,479,230 | ' |
2016 | 2,287,538 | ' |
2017 | 1,861,672 | ' |
2018 | 1,881,528 | ' |
2019 and thereafter | 4,738,451 | ' |
Total minimum lease payments | $15,174,422 | ' |
Debt_Line_of_Credit_Details
Debt - Line of Credit - (Details) (Revolving Credit Facility, USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Apr. 10, 2013 | Mar. 31, 2014 | Apr. 10, 2013 | Dec. 30, 2013 | Dec. 30, 2013 |
Prime Rate | Prime Rate | Prime Rate | Prime Rate | ||||
Minimum | Maximum | ||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | $10,000,000 | ' | ' | ' | ' |
Maximum borrowing capacity, percent of eligible accounts | ' | ' | 80.00% | ' | ' | ' | ' |
Basis spread on variable interest rate | ' | ' | ' | 1.50% | 1.50% | 1.50% | 2.50% |
Line of Credit, amount outstanding | $0 | $6,978,525 | ' | ' | ' | ' | ' |
Debt_Term_Loan_Details
Debt - Term Loan - (Details) (USD $) | 3 Months Ended | ||||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 26, 2007 | Mar. 26, 2007 | |
Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | |||
Term Loan, Tranche A And Tranche B | Tranche A | ||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Warrants to purchase number of shares (in shares) | ' | ' | ' | ' | ' | ' | 245,946 |
Warrant exercise price (USD per share) | ' | ' | ' | ' | ' | 3.29 | ' |
Class Of Warrant or Right, Grant Date Fair Value | ' | ' | ' | ' | ' | ' | $274,000 |
Warrant | ' | ' | 0 | ' | 1,726,862 | ' | ' |
Change in fair value of warrant liability | $1,244,635 | $496,635 | $1,244,635 | $496,634 | ' | ' | ' |
Stockholders_Equity_Deficit_Re
Stockholders' Equity (Deficit) - Redeemable Convertible Preferred Stock and Preferred Stock Dividends (Details) (Common Stock) | 0 Months Ended |
Mar. 26, 2014 | |
Common Stock | ' |
Class of Stock [Line Items] | ' |
Conversion of preferred stock into common stock (shares) | 13,993,566 |
Conversion of accrued dividends to common shares (shares) | 808,622 |
Stockholders_Equity_Deficit_Re1
Stockholders' Equity (Deficit) - Redeemable Convertible Preferred Stock Activity (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Class of Stock [Line Items] | ' | ' |
Balance, December 31, 2013 | $76,921,359 | ' |
Accretion of preferred stock | 2,289,793 | 1,185,989 |
Balance, March 31, 2014 | 0 | ' |
Series A Redeemable Convertible Preferred Stock | ' | ' |
Class of Stock [Line Items] | ' | ' |
Balance, December 31, 2013 (shares) | 6,725,000 | ' |
Balance, December 31, 2013 | 8,900,911 | ' |
Conversion of preferred stock into common stock (shares) | -6,725,000 | ' |
Conversion of preferred stock into common stock | -8,900,911 | ' |
Balance, March 31, 2014 (shares) | 0 | ' |
Balance, March 31, 2014 | 0 | ' |
Series B Redeemable Convertible Preferred Stock | ' | ' |
Class of Stock [Line Items] | ' | ' |
Balance, December 31, 2013 (shares) | 1,853,568 | ' |
Balance, December 31, 2013 | 6,617,778 | ' |
Conversion of preferred stock into common stock (shares) | -1,853,568 | ' |
Conversion of preferred stock into common stock | -6,617,778 | ' |
Balance, March 31, 2014 (shares) | 0 | ' |
Balance, March 31, 2014 | 0 | ' |
Series C Redeemable Convertible Preferred Stock | ' | ' |
Class of Stock [Line Items] | ' | ' |
Balance, December 31, 2013 (shares) | 5,227,761 | ' |
Balance, December 31, 2013 | 20,187,957 | ' |
Conversion of preferred stock into common stock (shares) | -5,227,761 | ' |
Conversion of preferred stock into common stock | -20,187,957 | ' |
Balance, March 31, 2014 (shares) | 0 | ' |
Balance, March 31, 2014 | 0 | ' |
Series D Redeemable Convertible Preferred Stock | ' | ' |
Class of Stock [Line Items] | ' | ' |
Balance, December 31, 2013 (shares) | 2,669,384 | ' |
Balance, December 31, 2013 | 10,818,014 | ' |
Accretion of preferred stock | 1,867 | ' |
Conversion of preferred stock into common stock (shares) | -2,669,384 | ' |
Conversion of preferred stock into common stock | -10,819,881 | ' |
Balance, March 31, 2014 (shares) | 0 | ' |
Balance, March 31, 2014 | 0 | ' |
Series E Redeemable Convertible Preferred Stock | ' | ' |
Class of Stock [Line Items] | ' | ' |
Balance, December 31, 2013 (shares) | 4,472,671 | ' |
Balance, December 31, 2013 | 28,248,692 | ' |
Accretion of preferred stock | 2,378,991 | ' |
Conversion of preferred stock into common stock (shares) | -4,472,671 | ' |
Conversion of preferred stock into common stock | -30,627,683 | ' |
Balance, March 31, 2014 (shares) | 0 | ' |
Balance, March 31, 2014 | $0 | ' |
Stockholders_Equity_Deficit_Co
Stockholders' Equity (Deficit) - Common Stock (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Class of Stock [Line Items] | ' |
Balance, December 31, 2013 (in shares) | 5,005,911 |
Exercise of common stock options (in shares) | 225,343 |
Balance, March 31, 2014 (in shares) | 25,210,530 |
Balance, December 31, 2013 | $15,221,195 |
Balance, March 31, 2014 | 25,211 |
Common Stock | ' |
Class of Stock [Line Items] | ' |
Balance, December 31, 2013 (in shares) | 5,005,911 |
Effect of converting no par common stock to $0.001 par value common stock (in shares) | 0 |
Exercise of common stock options (in shares) | 225,343 |
Exercise of common stock warrant (in shares) | 196,304 |
Accretion of puttable common stock (in shares) | 197,914 |
Conversion of preferred stock into common stock (in shares) | 14,802,188 |
Common stock issued for IPO (in shares) | 4,782,870 |
Balance, March 31, 2014 (in shares) | 25,210,530 |
Balance, December 31, 2013 | 15,221,195 |
Effect of converting no par common stock to $0.001 par value common stock | -15,216,189 |
Exercise of common stock options | 225 |
Exercise of common stock warrants | 196 |
Reclassification of puttable common stock into common stock | 198 |
Conversion of preferred stock into common stock | 14,803 |
Common stock issued for IPO | 4,783 |
Balance, March 31, 2014 | $25,211 |
Stockholders_Equity_Deficit_Re2
Stockholders' Equity (Deficit) - Restricted Stock (Details) (USD $) | 3 Months Ended | 0 Months Ended | 10 Months Ended | 1 Months Ended | 3 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | Jan. 30, 2014 | Oct. 31, 2005 | Oct. 31, 2005 | Jan. 31, 2005 | Mar. 31, 2014 | Mar. 31, 2013 | |
Management | Management | Restricted Stock | Restricted Stock | Restricted Stock | Restricted Stock | |||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Stocked issued during period (in shares) | ' | ' | ' | ' | 1,577,353 | 866,119 | ' | ' |
Share price (USD per share) | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' |
Allocated share-based compensation expense | $173,534 | $76,809 | $927,093 | ' | ' | ' | $18,683,277 | $3,529,854 |
Employee-related Loan, Face Amount | ' | ' | ' | 960,599 | ' | ' | ' | ' |
Employee-related Loan, Interest Rate, Stated Percentage | ' | ' | ' | 4.75% | ' | ' | ' | ' |
Employee-related Loan, Loan Term | ' | ' | ' | '15 years | ' | ' | ' | ' |
Employee-related, Loan, Amount, Forgiven | ' | ' | $1,430,722 | ' | ' | ' | ' | ' |
Stockholders_Equity_Deficit_Pu
Stockholders' Equity (Deficit) - Puttable Common Stock (Details) (EasyCargo (Shanghai) Co., Ltd., USD $) | 0 Months Ended |
Sep. 03, 2013 | |
EasyCargo (Shanghai) Co., Ltd. | ' |
Class of Stock [Line Items] | ' |
Equity interests issued and issuable in a business combination (shares) | 296,547 |
Exercise price (USD per share) | $10.10 |
Income_Taxes_Details
Income Taxes (Details) (Internal Revenue Service (IRS), USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Internal Revenue Service (IRS) | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' |
Federal net operating loss (NOL) carryforward | $59.70 | $55 |
Stock_Option_Plan_Additional_I
Stock Option Plan - Additional Information (Details) | 3 Months Ended | 138 Months Ended | 3 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | |
2002 Plan | 2012 Plan | Employee Stock Option | Employee Stock Option | Employee Stock Option | ||
2002 Plan | 2012 Plan | 2012 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Stock options authorized (in shares) | ' | 4,939,270 | 5,146,696 | ' | ' | ' |
Stock option term (in years) | ' | ' | ' | '10 years | '10 years | ' |
Stock option vesting period (in years) | ' | ' | ' | '4 years | '4 years | ' |
Number of shares available for grant (in shares) | ' | 1,832,525 | ' | ' | 4,315,036 | 236,877 |
Options granted (in shares) | 0 | ' | 831,660 | ' | ' | ' |
Stock_Option_Plan_Components_o
Stock Option Plan - Components of Stock Based Compensation (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Allocated share-based compensation expense | $173,534 | $76,809 |
Cost of subscription revenue | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Allocated share-based compensation expense | 14,327 | 16,130 |
Cost of professional services | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Allocated share-based compensation expense | 11,956 | 4,560 |
Sales and marketing | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Allocated share-based compensation expense | 22,185 | 12,992 |
Research and development | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Allocated share-based compensation expense | 30,596 | 6,465 |
General and administrative | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Allocated share-based compensation expense | $94,470 | $36,662 |
Stock_Option_Plan_Fair_Value_W
Stock Option Plan - Fair Value Weighted Average Assumptions (Details) (USD $) | 3 Months Ended |
Mar. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Risk free interest rate | 1.13% |
Expected volatility | 60.00% |
Expected dividend yield | 0.00% |
Expected life (in years) | '6 years 3 months |
Weighted average fair value of options granted (USD per share) | $1.01 |
Stock_Option_Plan_Schedule_of_
Stock Option Plan - Schedule of Share-based Compensation Activity (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' |
Balance at December 31, 2013 (in shares) | 2,890,363 |
Granted (in shares) | 0 |
Exercised (in shares) | -225,343 |
Canceled (in shares) | -835 |
Balance at March 31, 2014 (in shares) | 2,664,185 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ' |
Options granted, exercise price (USD per share) | $0 |
Options canceled in period, exercise price (USD per share) | $2.31 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ' |
Balance at December 31, 2013, outstanding options, weighted average exercise price (USD per share) | $3.11 |
Options granted, weighted average exercise price (USD per share) | $0 |
Options exercised, weighted average exercise price (USD per share) | $1.51 |
Options canceled, weighted average exercise price (USD per share) | $2.31 |
Balance at March 31, 2014, outstanding options, weighted average exercise price (USD per share) | $3.25 |
Total intrinsic value of options exercised | $1,984,035 |
Minimum | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ' |
Options outstanding, exercise price (USD per share) | $0.37 |
Options exercised, exercise price (USD per share) | $0.37 |
Options outstanding, exercise price (USD per share) | $0.84 |
Maximum | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ' |
Options outstanding, exercise price (USD per share) | $6.14 |
Options exercised, exercise price (USD per share) | $3.29 |
Options outstanding, exercise price (USD per share) | $8.07 |
Stock_Option_Plan_Outstanding_
Stock Option Plan - Outstanding and Exercisable by Exercise Price (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Number of options outstanding (in shares) | 2,664,185 | ' |
Outstanding, aggregate intrinsic value | $32,369,927 | ' |
Number of exercisable options (in shares) | 1,587,453 | ' |
Exercisable options, aggregate intrinsic value | 20,708,321 | ' |
Vested options, weighted average exercise price (USD per share) | $2.35 | ' |
Vested options, weighted average remaining contractual term | '4 years 9 months 18 days | ' |
Stock compensation expense not yet recognized | 1,829,076 | 2,002,691 |
$0.84 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise price per share (USD per share) | $0.84 | ' |
Number of options outstanding (in shares) | 40,850 | ' |
Options outstanding average remaining contractual life | '10 months 24 days | ' |
Outstanding, aggregate intrinsic value | 594,776 | ' |
Number of exercisable options (in shares) | 40,850 | ' |
Exercisable options, weighted average term remaining | '10 months 24 days | ' |
Exercisable options, aggregate intrinsic value | 594,776 | ' |
$1.75 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise price per share (USD per share) | $1.75 | ' |
Number of options outstanding (in shares) | 256,132 | ' |
Options outstanding average remaining contractual life | '1 year 9 months 18 days | ' |
Outstanding, aggregate intrinsic value | 3,496,202 | ' |
Number of exercisable options (in shares) | 256,132 | ' |
Exercisable options, weighted average term remaining | '1 year 9 months 18 days | ' |
Exercisable options, aggregate intrinsic value | 3,496,202 | ' |
$2.31 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise price per share (USD per share) | $2.31 | ' |
Number of options outstanding (in shares) | 1,290,053 | ' |
Options outstanding average remaining contractual life | '5 years 2 months 12 days | ' |
Outstanding, aggregate intrinsic value | 16,886,794 | ' |
Number of exercisable options (in shares) | 994,881 | ' |
Exercisable options, weighted average term remaining | '6 years 6 months | ' |
Exercisable options, aggregate intrinsic value | 13,022,986 | ' |
$2.68 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise price per share (USD per share) | $2.68 | ' |
Number of options outstanding (in shares) | 200,400 | ' |
Options outstanding average remaining contractual life | '8 years 10 months 24 days | ' |
Outstanding, aggregate intrinsic value | 2,549,088 | ' |
Number of exercisable options (in shares) | 50,100 | ' |
Exercisable options, weighted average term remaining | '8 years 10 months 24 days | ' |
Exercisable options, aggregate intrinsic value | 637,272 | ' |
$2.74 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise price per share (USD per share) | $2.74 | ' |
Number of options outstanding (in shares) | 13,360 | ' |
Options outstanding average remaining contractual life | '2 years 7 months 6 days | ' |
Outstanding, aggregate intrinsic value | 169,137 | ' |
Number of exercisable options (in shares) | 13,360 | ' |
Exercisable options, weighted average term remaining | '2 years 7 months 6 days | ' |
Exercisable options, aggregate intrinsic value | 169,137 | ' |
$3.29 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise price per share (USD per share) | $3.29 | ' |
Number of options outstanding (in shares) | 202,070 | ' |
Options outstanding average remaining contractual life | '2 years 10 months 24 days | ' |
Outstanding, aggregate intrinsic value | 2,447,068 | ' |
Number of exercisable options (in shares) | 202,070 | ' |
Exercisable options, weighted average term remaining | '2 years 10 months 24 days | ' |
Exercisable options, aggregate intrinsic value | 2,447,068 | ' |
$4.06 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise price per share (USD per share) | $4.06 | ' |
Number of options outstanding (in shares) | 30,060 | ' |
Options outstanding average remaining contractual life | '3 years 1 month 6 days | ' |
Outstanding, aggregate intrinsic value | 340,880 | ' |
Number of exercisable options (in shares) | 30,060 | ' |
Exercisable options, weighted average term remaining | '3 years 1 month 6 days | ' |
Exercisable options, aggregate intrinsic value | 340,880 | ' |
$5.57 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise price per share (USD per share) | $5.57 | ' |
Number of options outstanding (in shares) | 297,260 | ' |
Options outstanding average remaining contractual life | '9 years 2 months 12 days | ' |
Outstanding, aggregate intrinsic value | 2,922,066 | ' |
Number of exercisable options (in shares) | 0 | ' |
Exercisable options, aggregate intrinsic value | 0 | ' |
$6.14 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise price per share (USD per share) | $6.14 | ' |
Number of options outstanding (in shares) | 267,200 | ' |
Options outstanding average remaining contractual life | '9 years 1 month 6 days | ' |
Outstanding, aggregate intrinsic value | 2,474,272 | ' |
Number of exercisable options (in shares) | 0 | ' |
Exercisable options, aggregate intrinsic value | 0 | ' |
$8.07 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise price per share (USD per share) | $8.07 | ' |
Number of options outstanding (in shares) | 66,800 | ' |
Options outstanding average remaining contractual life | '9 years 6 months | ' |
Outstanding, aggregate intrinsic value | 489,644 | ' |
Number of exercisable options (in shares) | 0 | ' |
Exercisable options, aggregate intrinsic value | $0 | ' |
Employee Stock Option | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Compensation cost not yet recognized, period for recognition | '1 year 6 months | ' |
2012 Plan | Employee Stock Option | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Number of shares available for grant (in shares) | 4,315,036 | 236,877 |
Net_Loss_Per_Share_Basic_and_D
Net Loss Per Share - Basic and Diluted Net Loss Per Share (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Basic and diluted net loss per share: | ' | ' |
Net loss attributable to common stockholders | ($24,356,236) | ($6,249,954) |
Weighted average shares used in computing net loss attributable to common stockholders (in shares) | 6,165,980 | 3,718,048 |
Basic and diluted net loss per share (USD per share) | ($3.95) | ($1.68) |
Net_Loss_Per_Share_Antidilutiv
Net Loss Per Share - Antidilutive Securities (Details) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,664,185 | 16,512,988 |
Stock options outstanding | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,664,185 | 2,273,476 |
Stock purchase warrants outstanding | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 245,946 |
Common equivalent shares preferred stock | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 13,993,566 |
Unvested Shares of Restricted Common Stock | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share (in shares) | ' | 1,221,736 |