Organization and Business (Policies) | 12 Months Ended |
Dec. 31, 2014 |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | (b) Basis of presentation and principles of consolidation |
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company is subject to a number of risks. Principal among these risks are dependence on key individuals, competition from substitute products and larger companies, the successful development and marketing of its products, and recruitment of key personnel. |
Management believes the Company has sufficient cash and availability under its letter of credit to sustain operations through at least the next 12 months. |
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Imprivata Securities Corporation and Imprivata International Limited, and its wholly owned subsidiary Imprivata UK Limited. All intercompany balances and transactions have been eliminated in consolidation. |
Use of estimates | (c) Use of estimates |
The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from the Company’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be affected. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis. The most significant estimates relate to the timing and amounts of revenue recognized, deferred tax valuation allowances, valuation of contingent consideration, warranty obligations, uncollectible accounts and stock-based compensation. |
Foreign currency | (d) Foreign currency |
The Company’s wholly owned subsidiary, Imprivata International, Inc., had one subsidiary (Imprivata UK Limited) and four branches operational during 2013. In the first quarter of 2014, the Company completed the closure of its UK branch. The subsidiary and branches use the local currency as the functional currency. The Company translates the assets and liabilities of its foreign operations into U.S. dollars based on the rates of exchange in effect as of the balance sheet date. Revenues and expenses are translated into U.S. dollars using average exchange rates for each period. The resulting adjustments from the translation process are included in accumulated other comprehensive (loss) income in the accompanying consolidated balance sheets. |
Certain transactions of the Company are settled in foreign currency, and are thus translated to U.S. dollars at the rate of exchange in effect at the end of each month. Gains (losses) resulting from the translation are included in foreign exchange gains (losses) in the accompanying consolidated statements of operations. |
Cash, cash equivalents and restricted cash | (a) Cash, cash equivalents and restricted cash |
Cash and cash equivalents |
The Company considers all highly liquid investments with a remaining maturity of 90 days or less at the date of purchase to be cash and cash equivalents. Cash and cash equivalents consist principally of deposit accounts and money market accounts at December 31, 2014, 2013 and 2012. |
Restricted cash |
During 2013, the Company was informed by the bank holding the LOC that the certificate of deposit was no longer required as collateral for the LOC. The certificate of deposit has been reclassified to cash and cash equivalents in the accompanying consolidated balance sheets and in the cash used in investing activities in the accompanying consolidated statements of cash flows as of December 31, 2013. |
Reserve accounts | (b) Reserve accounts |
Allowance for doubtful accounts and sales returns |
The allowance for doubtful accounts and sales returns is the Company’s best estimate of the amount of probable credit losses and returns in the Company’s existing accounts receivable. The Company determines the allowance for doubtful accounts and sales returns based on analysis of historical bad debts, customer concentrations, customer creditworthiness, credit history, return history and current economic trends. The Company reviews its allowances for doubtful accounts and sales returns quarterly. Past due balances over 90 days and specified other balances are reviewed individually for collectability. All other balances are reviewed on an aggregate basis. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not sell its software with a right of return; however, the Company allows returns of hardware products in limited circumstances, primarily related to changes in configuration requirements. Significant judgments and estimates are made and used in connection with establishing allowances for doubtful accounts and sales returns in any accounting period and actual results may differ from these judgments and estimates. No significant differences from estimates have been experienced. The Company records adjustments to the allowance for doubtful accounts to general and administrative expense and adjustments to the allowance for sales returns as a reduction of revenue. |
Warranty reserves |
The Company maintains an allowance for warranty obligations that may be incurred under its limited warranty, which includes a hardware warranty of one year. Factors that affect the Company’s allowance for warranty obligations include the number of installed units currently under warranty, historical and anticipated rates of warranty claims on those units, and the cost per claim to satisfy the Company’s warranty obligation. |
Property and equipment | (c) Property and equipment |
Property and equipment are recorded at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets, which are three years. Leasehold improvements are amortized over the lesser of the term of the lease or the useful life of the asset. Repairs and maintenance costs are expensed as incurred, whereas major improvements are capitalized as additions to property and equipment. |
Business combinations | (d) Business combinations |
The Company allocates the fair value of the purchase consideration of its acquisitions to the tangible assets, liabilities, and intangible assets acquired, including in-process research and development (“IPR&D”), based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. When a project underlying reported IPR&D is completed, the corresponding amount of IPR&D is reclassified as an amortizable purchased intangible asset and is amortized over the asset’s estimated useful life. Acquisition-related expenses are expensed as incurred. |
The allocation of the purchase price requires management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to intangible assets. These estimates are based on information obtained from management of the acquired companies and historical experience. These estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the future, and the cost savings expected to be derived from acquiring an asset. These estimates are inherently uncertain and unpredictable, and if different estimates were used, the purchase price for the acquisition could be allocated to the acquired assets and liabilities differently from the allocation that the Company has made. In addition, unanticipated events and circumstances may occur which may affect the accuracy or validity of such estimates. If such events occur, the Company may be required to record a charge against the value ascribed to an acquired asset or an increase in the amounts recorded for assumed liabilities. |
Goodwill and purchased intangible assets | (e) Goodwill and purchased intangible assets |
Goodwill and purchased intangible assets with indefinite lives are not amortized, but tested for impairment on an annual basis in the fourth quarter and more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s impairment tests are based on a single operating segment and reporting unit structure. |
In order to determine if Goodwill is impaired, a test is performed. The test involves a two-step process. The first step involves comparing the fair value of the Company’s reporting unit to its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the second step of the test is performed by comparing the carrying value of the goodwill in the reporting unit to its implied fair value. An impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value. There have been no impairment charges recorded. |
In order to determine if indefinite-lived intangible assets are impaired, the Company first performs a qualitative assessment to determine whether it is more likely than not that the asset may be impaired. If the qualitative assessment determines that it is more likely than not that an indefinite-lived intangible asset may be impaired, the quantitative impairment test is performed. The quantitative impairment test for an indefinite-lived intangible asset compares the fair value of the asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized for the excess. After an impairment loss is recognized, the carrying amount of the intangible asset is adjusted. |
Finite-lived intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives, which is four to twelve years. The Company evaluates finite lived intangible assets for impairment by assessing the recoverability of these assets whenever adverse events or changes in circumstances or business climate indicate that expected undiscounted future cash flows related to such intangible assets may not be sufficient to support the net book value of such assets. An impairment charge is recognized in the period of identification to the extent the carrying amount of an asset exceeds the fair value of such asset. |
Significant judgments required in assessing the impairment of goodwill and intangible assets include the identification of reporting units, identifying whether events or changes in circumstances require an impairment assessment, estimating future cash flows, determining appropriate discount and growth rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value as to whether an impairment exists and, if so, the amount of that impairment. |
Long-lived assets | (f) Long-lived assets |
Long-lived assets that are held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If this comparison indicates that there is impairment, the amount of the impairment is determined as the difference between the carrying value and fair value. |
Deferred offering costs | (g) Deferred offering costs |
The Company incurred approximately $3.4 million in costs related to its initial public offering. These offering expenses have been recorded as a reduction of the proceeds received on June 30, 2014, the closing of the Company’s IPO. There are deferred offering costs for the year ended December 31, 2013 of $532,000 included in Other assets in the accompanying balance sheet. |
Revenue recognition | (h) Revenue recognition |
The Company derives its revenue primarily from the licensing of software, as well as devices, maintenance and services. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collection is considered probable. Product revenue is recognized upon shipment, assuming all other revenue recognition criteria have been met. Services are considered delivered as the work is performed and maintenance is considered delivered over the contractual maintenance term. The Company has a limited number of customers who purchase our software on a term basis and recognizes these sales ratably over the term. |
Sales of the Company’s software that are sold through resellers are recognized as revenue based on the same criteria as direct sales and upon identification of the end user. For sales through resellers, the reseller assumes the risk of collection from the end user and the Company does not offer a right of return or price protection to any of its resellers. |
When arrangements contain software and non-software elements, the Company allocates the arrangement consideration to the software and non-software elements. The fair value of the elements is determined utilizing vendor-specific objective evidence of fair value, or VSOE, when available, third party evidence or the best estimate of selling price when VSOE of fair value is not determinable. The Company is currently unable to establish VSOE of fair value or third party evidence for our software elements as a group. Therefore the best estimate of selling price for the software elements is determined by considering various factors including but not limited to the Company’s standard software maintenance rates, the historical selling price of these deliverables in similar transactions, and its standard pricing practices along with geographies and customer class. After determining fair value for each deliverable, the arrangement consideration is allocated between the software elements, as a group, and the non-software elements using the relative selling price method. The non-software elements are then recognized upon delivery and when all other revenue recognition criteria are met. |
For software arrangements or elements that contain multiple deliverables where VSOE of fair value exists for all undelivered elements such as maintenance and services, the Company recognizes revenue for the delivered elements using the residual method. VSOE of fair value is determined based upon the price charged when the same element is sold separately. VSOE of fair value of maintenance on user based licenses is based on the price customers are charged when they purchase maintenance separately from other products. Separate sales of maintenance occur when customers make the decision to renew their contracts in years subsequent to the initial maintenance term. The Company analyzes its separate sales based on the “bell-shaped” curve method to ensure that the separate sales are sufficiently concentrated around a specific point and within a narrow enough range to enable a reasonable estimate of fair value. VSOE of fair value of maintenance on enterprise licenses is based on separately stated renewal rates in the arrangement that are substantive. |
For software arrangements containing multiple deliverables where VSOE of fair value does not exist for all undelivered elements, the Company defers revenue for the delivered and undelivered elements until VSOE of fair value is established for the entire undelivered element or all of the elements have been delivered, unless the only undelivered element is delivered over time (e.g., maintenance) where it would record revenue ratably over the delivery period. The Company recognizes maintenance ratably over the term of the maintenance contract, generally 12 months. The Company recognizes revenue allocated to professional service elements, such as installation and training, as the services are performed based on VSOE of fair value for each service performed. |
Deferred cost of goods sold | (i) Deferred cost of goods sold |
Deferred costs of goods sold consist primarily of costs associated with physical appliances and devices that were shipped during the period for which the revenue recognition criteria have not yet been met. Deferred costs of goods sold were $78,000 and $459,000 for the years ended December 31, 2014 and 2013, respectively. The costs will be amortized to expense in conjunction with the recognition of the related deferred revenue. These costs are included in prepaid expenses and other current assets on the accompanying balance sheet. |
Research and development and software development costs | (j) Research and development and software development costs |
Research and development expenses consist primarily of salary and related expenses for the Company’s research and development staff, including benefits, bonuses and stock-based compensation; the cost of certain third-party contractor costs; and allocated overhead. Expenditures for research and development are expensed as incurred. |
Costs associated with the development of computer software for external sale are expensed prior to the establishment of technological feasibility of the software and capitalized thereafter until commercial release of the software. The Company has not historically incurred significant development costs after the establishment of technological feasibility, and as a result, no software development costs have been capitalized to date. |
Shipping and handling costs | (k) Shipping and handling costs |
Shipping and handling costs charged to customers are included in revenue and the associated expense is recorded in cost of products sold in the statements of operations for all periods presented. |
Advertising costs | (l) Advertising costs |
Advertising costs are included in sales and marketing expense and are expensed as incurred. Advertising expenses were $194,000, $170,000 and $173,000 for the years ended December 31, 2014, 2013 and 2012, respectively. |
Income taxes | (m) Income taxes |
The Company uses the asset and liability method for accounting for income taxes. Under this method, deferred tax assets and liabilities are recorded based on differences between the financial reporting and tax bases of assets and liabilities and for loss and credit carryforwards. The Company measures deferred tax asset and liabilities using the enacted tax rates and laws that will be in effect when the Company expects the differences to reverse. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. The Company reviews its deferred tax assets for recoverability with consideration for such factors as historical losses, projected future taxable income, prudent and feasible tax planning strategies and the expected timing of the reversals of existing temporary differences. The Company maintains a full valuation allowance against its U.S. net deferred tax assets as a result of the uncertainty regarding the realization of these assets in the future. |
The Company accounts for uncertain tax positions recognized in the consolidated financial statements by prescribing a more-likely-than-not threshold for financial statement recognition and measurement. Interest and penalties associated with such uncertain tax positions are classified as a component of income tax expense. The Company does not have any material unrecognized tax benefits or accrued interest and penalties at December 30, 2014, 2013 or 2012. |
Stock-based compensation | (n) Stock-based compensation |
The Company measures compensation cost for equity awards at their fair value. The measurement date for stock awards granted to employees is generally the date of grant. The measurement date for nonemployee awards is the date services are completed or the award is earned. Stock-based compensation is recognized on a straight-line basis over the requisite service period, which generally is the vesting period. The estimation of stock awards that will ultimately vest requires judgment and to the extent that actual results or updated estimates differ from current estimates, such amounts will be recorded as a cumulative adjustment in the period during which estimates are revised. Actual results and future changes in estimates may differ substantially from current estimates. See Note 13 “Stock Award Plans and Stock-based Compensation” for discussion of the Company’s key assumptions included in determining the fair value of its equity awards at grant date. |
Recent accounting guidance | (o) Recent accounting guidance |
Accounting standards or updates recently adopted |
Effective January 1, 2014, the Company adopted Accounting Standards Update (“ASU”) No. 2013-11, “Presentation of a Liability for an Unrecognized Tax Benefit When a Net Operating Loss or Tax Credit”. The new guidance provides that a liability related to an unrecognized tax benefit would be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. The adoption of this update did not have a significant impact on the Company’s consolidated financial statements, as it required only enhanced disclosures. |
Accounting standards or updates not yet effective |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606) (ASU 2014-09). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new guidance is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016; early adoption is not permitted. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance. This update could impact the timing and amounts of revenue recognized. The Company is currently evaluating the effect that implementation of this update will have on its consolidated financial position and results of operations upon adoption. |