Document_and_Entity_Informatio
Document and Entity Information Document | 9 Months Ended | |
Sep. 30, 2014 | Dec. 19, 2014 | |
Entity [Abstract] | ||
Entity Registrant Name | Upland Software, Inc. | |
Entity Central Index Key | 1505155 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | 30-Sep-14 | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | FALSE | |
Entity Common Stock, Shares Outstanding | 15,208,862 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $3,190 | $4,703 |
Accounts receivable, net of allowance of $605 and $454 for September 30, 2014 and December 31, 2013, respectively | 14,493 | 11,026 |
Prepaid and other | 5,875 | 2,562 |
Total current assets | 23,558 | 18,291 |
Canadian tax credits receivable | 3,193 | 3,583 |
Property and equipment, net | 3,874 | 3,942 |
Intangible assets, net | 30,631 | 34,747 |
Goodwill | 33,137 | 33,630 |
Other assets | 592 | 654 |
Total assets | 94,985 | 94,847 |
Current liabilities: | ||
Accounts payable | 4,814 | 1,280 |
Accrued expenses and other | 7,694 | 5,379 |
Deferred revenue | 20,169 | 16,620 |
Due to seller | 834 | 1,033 |
Current maturities of notes payable | 27,116 | 5,245 |
Total current liabilities | 60,627 | 29,557 |
Commitments and contingencies (Note 9) | ||
Canadian tax credit liability to sellers | 1,957 | 2,595 |
Notes payable, less current maturities | 500 | 23,438 |
Deferred revenue | 129 | 416 |
Noncurrent deferred tax liability, net | 2,578 | 3,084 |
Other long-term liabilities | 1,907 | 1,101 |
Total liabilities | 67,698 | 60,191 |
Stockholders’ deficit: | ||
Common stock, $0.0001 par value; 13,989,998 shares authorized: 3,949,216 and 1,851,319 shares issued and outstanding at September 30, 2014 (unaudited) and December 31, 2013, respectively | 2 | 0 |
Additional paid-in capital | 8,980 | 0 |
Accumulated other comprehensive loss | -1,201 | -773 |
Accumulated deficit | -32,553 | -15,109 |
Total stockholders’ deficit | -24,772 | -15,882 |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | 94,985 | 94,847 |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Redeemable convertible preferred stock, $0.0001 par value; 9,300,342 shares authorized: | 17,147 | 17,118 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Redeemable convertible preferred stock, $0.0001 par value; 9,300,342 shares authorized: | 10,370 | 10,367 |
Redeemable Convertible Preferred Stock, Series B-1 Preferred Stock [Member] | ||
Current liabilities: | ||
Redeemable convertible preferred stock, $0.0001 par value; 9,300,342 shares authorized: | 1,376 | 1,076 |
Redeemable Convertible Preferred Stock, Series B-2 Preferred Stock [Member] | ||
Current liabilities: | ||
Redeemable convertible preferred stock, $0.0001 par value; 9,300,342 shares authorized: | 949 | 949 |
Series C Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Redeemable convertible preferred stock, $0.0001 par value; 9,300,342 shares authorized: | 22,217 | 21,028 |
Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Redeemable convertible preferred stock, $0.0001 par value; 9,300,342 shares authorized: | $52,059 | $50,538 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parentheticals) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Allowance for doubtful accounts | $605,000 | $454,000 |
Common Stock | ||
Par value | $0.00 | $0.00 |
Shares authorized | 13,989,998 | 13,989,998 |
Shares issued | 3,949,216 | 1,851,319 |
Shares outstanding | 3,949,216 | 1,851,319 |
Redeemable Convertible Preferred Stock [Member] | ||
Redeemable Convertible Preferred Stock | ||
Par value | $0.00 | $0.00 |
Shares authorized | 9,300,342 | 9,300,342 |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Redeemable Convertible Preferred Stock | ||
Shares authorized | 2,990,703 | 2,990,703 |
Shares issued | 2,821,181 | 2,821,181 |
Shares outstanding | 2,821,181 | 2,821,181 |
Aggregate liquidation preference | 17,200,000 | |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Redeemable Convertible Preferred Stock | ||
Shares authorized | 1,767,912 | 1,767,912 |
Shares issued | 1,701,909 | 1,701,909 |
Shares outstanding | 1,701,909 | 1,701,909 |
Aggregate liquidation preference | 10,400,000 | |
Redeemable Convertible Preferred Stock, Series B-1 Preferred Stock [Member] | ||
Redeemable Convertible Preferred Stock | ||
Shares authorized | 983,767 | 983,767 |
Shares issued | 237,740 | 237,740 |
Shares outstanding | 237,740 | 237,740 |
Aggregate liquidation preference | 1,500,000 | |
Redeemable Convertible Preferred Stock, Series B-2 Preferred Stock [Member] | ||
Redeemable Convertible Preferred Stock | ||
Shares authorized | 1,639,613 | 1,639,613 |
Shares issued | 155,598 | 155,598 |
Shares outstanding | 155,598 | 155,598 |
Aggregate liquidation preference | 900,000 | |
Series C Redeemable Convertible Preferred Stock [Member] | ||
Redeemable Convertible Preferred Stock | ||
Shares authorized | 1,918,347 | 1,918,347 |
Shares issued | 1,918,048 | 1,918,048 |
Shares outstanding | 1,918,048 | 1,918,048 |
Aggregate liquidation preference | $21,100,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenue: | ||||
Subscription and support | $12,368 | $7,731 | $35,910 | $21,913 |
Perpetual license | 850 | 647 | 1,947 | 1,135 |
Total product revenue | 13,218 | 8,378 | 37,857 | 23,048 |
Professional services | 3,057 | 2,014 | 10,242 | 6,011 |
Total revenue | 16,275 | 10,392 | 48,099 | 29,059 |
Cost of revenue: | ||||
Subscription and support | 3,488 | 2,087 | 10,092 | 5,358 |
Professional services | 2,305 | 1,400 | 7,042 | 4,255 |
Total cost of revenue | 5,793 | 3,487 | 17,134 | 9,613 |
Gross profit | 10,482 | 6,905 | 30,965 | 19,446 |
Operating expenses: | ||||
Sales and marketing | 3,767 | 2,726 | 10,918 | 7,129 |
Research and development | 3,793 | 2,730 | 22,186 | 7,136 |
Refundable Canadian tax credits | -138 | -144 | -412 | -440 |
General and administrative | 3,555 | 1,662 | 9,231 | 4,582 |
Depreciation and amortization | 1,067 | 688 | 3,188 | 2,935 |
Acquisition-related expenses | 108 | 22 | 629 | 550 |
Total operating expenses | 12,152 | 7,684 | 45,740 | 21,892 |
Loss from operations | -1,670 | -779 | -14,775 | -2,446 |
Interest expense, net | -397 | -434 | -1,231 | -981 |
Other income (expense), net | 60 | 49 | -308 | 122 |
Total other expense | -337 | -385 | -1,539 | -859 |
Loss before provision for income taxes | -2,007 | -1,164 | -16,314 | -3,305 |
Provision for income taxes | -438 | -69 | -1,128 | -202 |
Loss from continuing operations | -2,445 | -1,233 | -17,442 | -3,507 |
Loss from discontinued operations | 0 | -195 | 0 | -511 |
Net loss | -2,445 | -1,428 | -17,442 | -4,018 |
Preferred stock dividends and accretion | -445 | -11 | -1,320 | -33 |
Net loss attributable to common shareholders | ($2,890) | ($1,439) | ($18,762) | ($4,051) |
Net loss per common share: | ||||
Loss from continuing operations per common share, basic and diluted (in USD per share) | ($0.80) | ($1.01) | ($5.60) | ($3.16) |
Income (loss) from discontinued operations per common share, basic and diluted (in USD per share) | $0 | ($0.16) | $0 | ($0.46) |
Net loss per common share, basic and diluted (in USD per share) | ($0.80) | ($1.17) | ($5.60) | ($3.62) |
Weighted-average common shares outstanding, basic and diluted (in shares) | 3,610,459 | 1,232,626 | 3,350,786 | 1,118,813 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Loss Statement (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | ($2,445) | ($1,428) | ($17,442) | ($4,018) |
Foreign currency translation adjustment | -502 | 222 | -426 | -306 |
Comprehensive loss | ($2,947) | ($1,206) | ($17,868) | ($4,324) |
Condensed_Consolidated_Statmen
Condensed Consolidated Statments of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Operating activities | ||
Net loss | ($17,442) | ($4,018) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 5,463 | 4,351 |
Deferred income taxes | 52 | -747 |
Non-cash interest and other expense | 519 | 138 |
Non-cash stock compensation expense | 617 | 374 |
Stock-based compensation—related party vendor | 11,220 | 0 |
Changes in operating assets and liabilities, net of purchase business combinations: | ||
Accounts receivable | -3,487 | 3,090 |
Prepaids and other | -3,643 | -1,280 |
Accounts payable | 3,545 | -490 |
Accrued expenses and other liabilities | 250 | 482 |
Deferred revenue | 3,574 | -2,065 |
Net cash provided by (used in) operating activities | 668 | -165 |
Investing activities | ||
Purchase of property and equipment | -544 | -117 |
Purchase business combinations, net of cash acquired | 0 | -10,344 |
Net cash used in investing activities | -544 | -10,461 |
Financing activities | ||
Payments on capital leases | -384 | -247 |
Proceeds from notes payable | 2,700 | 26,338 |
Payments on notes payable | -3,753 | -16,546 |
Series C redeemable preferred stock issuance costs | -97 | 0 |
Net cash provided by (used in) financing activities | -1,534 | 9,545 |
Effect of exchange rate fluctuations on cash | -103 | -174 |
Change in cash and cash equivalents | -1,513 | -1,255 |
Cash and cash equivalents, beginning of period | 4,703 | 3,892 |
Cash and cash equivalents, end of period | 3,190 | 2,637 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 1,035 | 838 |
Cash paid for taxes | 34 | 2 |
Noncash investing and financing activities | ||
Notes payable issued to sellers in business combination | $0 | $3,500 |
Organization_and_Nature_of_Ope
Organization and Nature of Operations | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Organization and Nature of Operations |
Upland Software, Inc. (“Upland” or the “Company”) is a leading provider of cloud-based enterprise work management software. Upland’s software applications help organizations better optimize the allocation and utilization of their people, time and money. Upland provides a family of cloud-based enterprise work management software applications for the information technology, marketing, finance, professional services and process excellence functions within organizations. Upland’s software applications address a broad range of enterprise work management needs, from strategic planning to task execution. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | |
Sep. 30, 2014 | ||
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies | |
Basis of Presentation | ||
These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or GAAP. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. | ||
Unaudited Interim Financial Information | ||
The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim financial reporting. In the opinion of management of the Company, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments necessary for a fair presentation. The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014 or for any other period. | ||
There have been no significant changes in our critical accounting policies during the three and nine months ended September 30, 2014, as compared to the critical accounting policies as set forth in the prospectus filed pursuant to Rule 424(b) under the Securities Act with the SEC on November 6, 2014. | ||
Use of Estimates | ||
The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses. Significant items subject to such estimates include allowance for doubtful accounts, stock-based compensation, warrant liabilities, acquired intangible assets, the useful lives of intangible assets and property and equipment, and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ from those estimates. | ||
Cash and Cash Equivalents | ||
Cash and cash equivalents consist of cash deposits and liquid investments with original maturities of three months or less when purchased. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments. | ||
Accounts Receivable and Allowance for Doubtful Accounts | ||
The Company extends credit to the majority of its customers. Issuance of credit is based on ongoing credit evaluations by the Company of customers’ financial condition and generally requires no collateral. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Invoices generally require payment within 30 days from the invoice date. The Company generally does not charge interest on past due payments, although the Company's contracts with its customers usually allow it to do so. | ||
The Company maintains an allowance for doubtful accounts to reserve for potential uncollectible receivables. The allowance is based upon the creditworthiness of the Company’s customers, the customers’ historical payment experience, the age of the receivables and current market conditions. Provisions for potentially uncollectible accounts are recorded in sales and marketing expenses. The Company writes off accounts receivable balances to the allowance for doubtful accounts when it becomes likely that they will not be collected. | ||
Concentrations of Credit Risk and Significant Customers | ||
Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are placed with high-quality financial institutions, which, at times, may exceed federally insured limits. The Company has not experienced any losses in these accounts, and the Company does not believe it is exposed to any significant credit risk related to cash and cash equivalents. The Company provides credit, in the normal course of business, to a number of its customers. The Company performs periodic credit evaluations of its customers and generally does not require collateral. No individual customer represented more than 10% of total revenues in the nine months ended September 30, 2014 or 2013, or more than 10% of accounts receivable as of September 30, 2014 or December 31, 2013. | ||
Property and Equipment | ||
Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over each asset’s useful life. Leasehold improvements are amortized over the shorter of the lease term of the estimated useful lives of the related assets. Upon retirement or disposal, the cost of each asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs, maintenance, and minor replacements are expensed as incurred. The estimated useful lives of property and equipment are as follows: | ||
Computer hardware and equipment | 3 - 5 years | |
Purchased software and licenses | 3 - 5 years | |
Furniture and fixtures | 7 years | |
Leasehold improvements | Lesser of estimated useful life or lease term | |
Goodwill and Other Intangibles | ||
Goodwill arises from business combinations and is measured as the excess of the cost of the business acquired over the sum of the acquisition-date fair value of tangible and identifiable intangible assets acquired, less any liabilities assumed. | ||
Goodwill is evaluated for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The events and circumstances considered by the Company include the business climate, legal factors, operating performance indicators and competition. | ||
The Company evaluates the recoverability of goodwill using a two-step impairment process tested at the reporting unit level. The Company has one reporting unit for goodwill impairment purposes. In the first step, the fair value of the reporting unit is compared to the book value, including goodwill. In the case that the fair value is less than the book value, a second step is performed that compares the implied fair value of goodwill to the book value of goodwill. The fair value for the implied goodwill is determined based on the difference between the fair value of the reporting unit and the net fair value of the identifiable assets and liabilities, excluding goodwill. If the implied fair value of the goodwill is less than the book value, the difference is recognized as an impairment charge in the consolidated statement of operations. No goodwill impairment charges were recorded during the nine months ended September 30, 2014 and 2013. | ||
Identifiable intangible assets consist of customer relationships, marketing-related intangible assets and developed technology. Intangible assets with definite lives are amortized over their estimated useful lives on a straight-line basis. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. | ||
Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of intangible assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. The Company evaluates the recoverability of intangible assets by comparing their carrying amounts to the future net undiscounted cash flows expected to be generated by the intangible assets. If such intangible assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the intangible assets exceeds the fair value of the assets. | ||
The Company determines fair value based on discounted cash flows using a discount rate commensurate with the risk inherent in the Company’s current business model for the specific intangible asset being valued. The Company determined there was an impairment of the PowerSteering trade name of $1.1 million during 2013. There were no such impairments during 2014. | ||
Long-Lived Assets | ||
Long-lived assets are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable. When such events or circumstances arise, an estimate of future undiscounted cash flows produced by the asset, or the appropriate grouping of assets, is compared to the asset's carrying value to determine whether impairment exists. If the asset is determined to be impaired, the impairment loss is measured based on the excess of its carrying value over its fair value. Assets to be disposed of are reported at the lower of the carrying value or net realizable value. No indicators of impairment were identified during the nine months ended September 30, 2014 or 2013. | ||
Software Development Costs | ||
Software development costs are expensed as incurred until the point the Company establishes technological feasibility. Technology feasibility is established upon the completion of a working model. Costs incurred by the Company between establishment of technological feasability and the point at which the product is ready for general release are capitalized, subject to their recoverability, and amortized over the economic life of the related products. Because the Company believes its current process for developing its software products essentially results in the completion of a working product concurrent with the establishment of technological feasibility, no software development costs have been capitalized to date. | ||
Canadian Tax Credits | ||
Canadian tax credits related to current expenses are accounted for as a reduction of the research and development costs. Such credits relate to the Company's operations in Canada are not dependent upon taxable income. Credits are accrued in the year in which the research and development costs or the capital expenditures are incurred, provided the Company is reasonably certain that the credits will be received. The government credit must be examined and approved by the tax authorities, and it is possible that the amounts granted will differ from the amounts recorded. | ||
Deferred Financing Costs | ||
The Company capitalizes underwriting, legal, and other direct costs incurred related to the issuance of debt, which are recorded as deferred charges and amortized to interest expense over the term of the related debt using the effective interest rate method. Upon the extinguishment of the related debt, any unamortized capitalized deferred financing costs are recorded to interest expense. In 2013, the Company wrote off approximately $164,000 of deferred financing costs in connection with the refinancing of its debt facility. | ||
Deferred Costs Related to IPO | ||
As of September 30, 2014, we had incurred approximately $3.0 million in offering expenses related to our initial public offering (IPO) as discussed in Note 18. We capitalized such costs in other current assets and netted these costs against the proceeds received from the IPO, which were received on November 12, 2014. | ||
Fair Value of Financial Instruments | ||
The Company accounts for financial instruments in accordance with the authoritative guidance on fair value measurements and disclosures for financial assets and liabilities. This guidance defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. The guidance also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. | ||
These tiers include Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions. | ||
The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, and accounts payable, long–term debt and warrant liabilities. The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value, primarily due to short maturities. The carrying values of the Company’s debt instruments approximated their fair value based on rates currently available to the Company. The carrying values of warrant liabilities are marked to the market at each reporting period. | ||
Revenue Recognition | ||
The Company derives revenue from product revenue, consisting of subscription, support and perpetual licenses, and professional services revenues. The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists, delivery of the product or services has occurred, no Company obligations with regard to implementation considered essential to the functionality remain, the fee is fixed or determinable and collectability is probable. | ||
Subscription and Support Revenue | ||
The Company derives subscription revenues by providing its software-as-a-service solution to customers in which the customer does not have the right to take possession of the software, but can use the software for the contracted term. The Company accounts for these arrangements as service contracts. Subscription and support revenues are recognized on a straight-line basis over the term of the contractual arrangement, typically one to three years. Amounts that have been invoiced and that are due are recorded in deferred revenue or revenue, depending on when the criteria for revenue recognition are met. | ||
The Company may provide hosting services to customers who purchased a perpetual license. Such hosting services are recognized ratably over the applicable term of the arrangement. These hosting arrangements are typically for a period of one to three years. | ||
Software maintenance agreements provide technical support and the right to unspecified upgrades on an if-and-when-available basis. Revenue from maintenance agreements is recognized ratably over the life of the related agreement, which is typically one year. | ||
Perpetual License Revenue | ||
The Company also records revenue from the sales of proprietary software products under perpetual licenses. For license agreements in which customer acceptance is a condition to earning the license fees, revenue is not recognized until acceptance occurs. The Company’s products do not require significant customization. Revenue on arrangements with customers who are not the ultimate users (primarily resellers) is not recognized until the product is delivered to the end user. Perpetual licenses are sold along with software maintenance and, sometimes, hosting agreements. When vendor specific objective evidence (VSOE) of fair value exists for the software maintenance and hosting agreement, the perpetual license is recognized under the residual method whereby the fair value of the undelivered software maintenance and hosting agreement is deferred and the remaining contract value is recognized immediately for the delivered perpetual license. When VSOE of fair value does not exist for the either the software maintenance or hosting agreement, the entire contract value is recognized ratably over the underlying software maintenance and/or hosting period. | ||
Professional Services Revenue | ||
Professional services provided with perpetual licenses consist of implementation fees, data extraction, configuration, and training. The Company’s implementation and configuration services do not involve significant customization of the software and are not considered essential to the functionality. Revenues from professional services are recognized as such services are provided when VSOE of fair value exists for such services and all undelivered elements such as software maintenance and/or hosting agreements. VSOE of fair value for services is based upon the price charged when these services are sold separately, and is typically an hourly rate. When VSOE of fair value does not exist for software maintenance and/or hosting agreements, revenues from professional services are recognized ratably over the underlying software maintenance and/or hosting period. | ||
Professional services, when sold with the subscription arrangements, are accounted for separately when these services have value to the customer on a standalone basis and there is objective and reliable evidence of fair value for each deliverable. When accounted for separately, revenues are recognized as the services are rendered for time and material contracts. For those arrangements where the elements do not qualify as a separate unit of accounting, the Company recognizes professional services ratably over the contractual life of the related application subscription arrangement. Currently, all professional services are accounted for separately as all have value to the customer on a standalone basis. | ||
Multiple Element Arrangements | ||
The Company enters into arrangements with multiple-element that generally include subscriptions and implementation and other professional services. | ||
For multiple-element arrangements, arrangement consideration is allocated to deliverables based on their relative selling price. In order to treat deliverables in a multiple-element arrangement as separate units of accounting, the elements must have standalone value upon delivery. If the elements have standalone value upon delivery, each element must be accounted for separately. The Company’s subscription services have standalone value as such services are often sold separately. In determining whether implementation and other professional services have standalone value apart from the subscription services, the Company considers various factors including the availability of the services from other vendors. The Company has concluded that the implementation services included in multiple-element arrangements have standalone value. As a result, when implementation and other professional services are sold in a multiple-element arrangement, the arrangement consideration is allocated to the identified separate units based on a relative selling price hierarchy. The selling price for a element is based on its VSOE of selling price, if available, third-party evidence of selling price, or TPE, if VSOE is not available or best estimate of selling price, or BESP, if neither VSOE nor TPE is available. The Company has not established VSOE for its subscription services due to lack of pricing consistency, the introduction of new services and other factors. The Company has determined that TPE is not a practical alternative due to differences in its service offerings compared to other parties and the availability of relevant third-party pricing information. Accordingly, the Company uses BESP to determine the relative selling price. | ||
The Company determined BESP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the Company’s discounting practices, the size and volume of its transactions, customer characteristics, price lists, go-to-market strategy, historical standalone sales and agreement prices. As the Company’s go-to-market strategies evolve, it may modify its pricing practices in the future, which could result in changes in relative selling prices, and include both VSOE and BESP. | ||
Deferred Revenue | ||
Deferred revenue represents either customer advance payments or billings for which the aforementioned revenue recognition criteria have not yet been met. | ||
Cost of Revenue | ||
Cost of revenue primarily consists of salaries and related expenses (e.g. bonuses, employee benefits, and payroll taxes) for personnel directly involved in the delivery of services and products directly to customers. Cost of revenue also includes the amortization of acquired technology. | ||
Redeemable Preferred Stock Warrant Liability | ||
Warrants to purchase the Company's redeemable preferred stock are classified as liabilities in the accompanying balance sheet and are recorded at fair value. The warrants are marked to market each reporting period, with the change in fair value recorded as a gain (loss) in the accompanying consolidated statement of operations. | ||
Advertising Costs | ||
Advertising costs are expensed in the period incurred. Advertising costs were not significant for the nine months ended September 30, 2014 and 2013. Advertising costs are recorded in sales and marketing expenses in the accompanying consolidated statement of operations. | ||
Income Taxes | ||
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities will be recognized in the period that includes the enactment date. A valuation allowance is established against the deferred tax assets to reduce their carrying value to an amount that is more likely than not to be realized. | ||
The Company accounts for uncertainty of income taxes based on a “more likely than not” threshold for the recognition and derecognition of tax positions, which includes the accounting for interest and penalties. | ||
Stock-Based Compensation | ||
Stock options awarded to employees and directors are measured at fair value at each grant date. The Company accounts for stock-based compensation in accordance with authoritative accounting principles which require all share-based compensation to employees, including grants of employee stock options, to be recognized in the financial statements based on their estimated fair value. Compensation expense is determined under the fair value method using the Black--Scholes option pricing model and recognized ratably over the period the awards vest. The Black-Scholes option pricing model used to compute share-based compensation expense requires extensive use of accounting judgment and financial estimates. Items requiring estimation include the expected term option holders will retain their vested stock options before exercising them, the estimated volatility of the Company’s common stock price over the expected term of each stock option, and the number of stock options that will be forfeited prior to the completion of their vesting requirements. Application of alternative assumptions could result in significantly different share-based compensation amounts being recorded in the financial statements. The following table summarizes the weighted-average grant-date fair value of options granted in 2014 and the assumptions used to develop their fair values. There were no options granted during the nine months ended September 30, 2013. | ||
Nine Months Ended September 30, 2014 | ||
Weighted average grant-date fair value of options | $3.76 | |
Expected volatility | 54.1% - 55.2% | |
Risk-free interest rate | 1.6% - 1.9% | |
Expected life in years | 6.29 | |
Dividend yield | — | |
The Company estimates the fair value of options granted using the Black-Scholes options pricing model. As there was no public market for its common stock, the Company estimates the volatility of its common stock based on the volatility of publicly traded shares of comparable companies' common stock. The Company's decision to use the volatility of comparable stock was based upon the Company's assessment that this information is more representative of future stock price trends than the Company's historical volatility. the Company estimates the expected term using the simplified method, which calculates the expected term as the midpoint between the vesting date and the contractual termination date of each award. The dividend yield assumption is based on historical and expected future dividend payouts. The risk-free interest rate is based on observed market interest rates appropriate for the term of each options. | ||
Comprehensive Loss | ||
The Company utilizes the guidance in Accounting Standards Codification (ASC) Topic 220, Comprehensive Income, for the reporting and display of comprehensive loss and its components in the consolidated financial statements. Comprehensive loss comprises net loss and cumulative foreign currency translation adjustments. The accumulated comprehensive loss as of September 30, 2014 and December 31, 2013 was due to foreign currency translation adjustments. | ||
Foreign Currency Transactions | ||
Certain transactions are denominated in a currency other than the Company's functional currency, and the Company generates certain assets and liabilities that are fixed in terms of the amount of foreign currency that will be received or paid. At each balance sheet date, the Company adjusts the assets and liabilities to reflect the current exchange rate, resulting in a translation gain or loss. Transaction gains and losses are also realized upon a settlement of a foreign currency transaction in determining net loss for the period in which the transaction is settled. Foreign currency transaction gains and losses were not material for the nine months ended September 30, 2014 and 2013. | ||
Basic and Diluted Net Loss per Common Share | ||
The Company uses the two-class method to compute net loss per common share because the Company has issued securities, other than common stock, that contractually entitle the holders to participate in dividends and earnings of the Company. The two-class method requires earnings for the period to be allocated between common stock and participating securities based upon their respective rights to receive distributed and undistributed earnings. Holders of the Company’s Series A, B, B-1, B-2 and C preferred stock are entitled, on a pari passu basis, to receive dividends when, as, and if declared by the board of directors, prior and in preference to any declaration or payment of any dividend on the common stock until such time as the total dividends paid on each share of Series A, B, B-1, B-2 and C preferred stock is equal to the original issue price of the shares. As a result, all series of the Company’s preferred stock are considered participating securities. | ||
Under the two-class method, for periods with net income, basic net income per common share is computed by dividing the net income attributable to common stockholders by the weighted-average number shares of common stock outstanding during the period. Net income attributable to common stockholders is computed by subtracting from net income the portion of current year earnings that the participating securities would have been entitled to receive pursuant to their dividend rights had all of the year’s earnings been distributed. No such adjustment to earnings is made during periods with a net loss, as the holders of the participating securities have no obligation to fund losses. Diluted net loss per common share is computed under the two-class method by using the weighted-average number of shares of common stock outstanding plus, for periods with net income attributable to common stockholders, the potential dilutive effects of stock options and warrants. In addition, the Company analyzes the potential dilutive effect of the outstanding participating securities under the if-converted method when calculating diluted earnings per share, in which it is assumed that the outstanding participating securities convert into common stock at the beginning of the period. The Company reports the more dilutive of the approaches as its diluted net income per share during the period. Due to net losses for the nine months ended September 30, 2014 and 2013, basic and diluted net loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive. | ||
Recent Accounting Pronouncements | ||
In May 2014, the FASB issued FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance provides a five-step process to achieve that core principle. ASU 2014-09 requires disclosures enabling users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, using one of two retrospective application methods. Early application is not permitted. The Company has not selected a transition method and is currently evaluating the impact of the provisions of ASC 606. | ||
In August 2014, the FASB issued FASB ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. The new standard provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. The adoption of this standard is not expected to have a material impact on our financial statements. |
Acquisitions
Acquisitions | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Business Combinations [Abstract] | ||||||||||||
Acquisitions | Acquisitions | |||||||||||
On May 16, 2013, the Company acquired 100% of the outstanding capital of FileBound Solutions, Inc. and Marex Group, Inc. (together FileBound) for total purchase consideration of $14,650,000, which includes cash at closing of $182,000, notes payable to the seller of $3,500,000 (at present rate) and 106,572 shares of the Company’s series B-1 preferred stock with a fair value of $624,000. FileBound provides cloud-based enterprise content management software products that enable customers to automate document-based workflows and control access and distribution of their content to boost productivity, encourage collaboration and improve compliance. Revenues recorded since the acquisition date for the year ended December 31, 2013 were approximately $4,959,000. | ||||||||||||
On November 7, 2013, the Company acquired 100% of the outstanding interest of ComSci, LLC. (ComSci) for total purchase consideration of $7,568,000, which includes cash at closing of $104,000, 155,599 shares of the Company’s common stock, 155,598 shares of the company’s B-2 preferred stock with a fair value of $949,000, and $750,000 to be paid in November 2014. ComSci provides cloud-based financial management software products that enable organizations to have visibility into the cost, quality, and value of internal services delivered within their organizations. Revenues recorded since the acquisition date for the year ended December 31, 2013 were approximately $937,000. | ||||||||||||
On December 23, 2013, the Company acquired 100% of the outstanding capital of Clickability, Inc. (Clickability) for total purchase consideration of $12,281,000. Clickability provides cloud-based enterprise content management software products that are used by enterprise marketers and media companies to create, maintain and deliver web sites that shape visitor experiences and empower nontechnical staff to create, manage, publish, analyze and refine content and social media assets without IT intervention. For accounting purposes, the acquisition of Clickability was recorded on December 31, 2013 and, accordingly, the operations of Clickability had no impact on the Company’s statement of operations. The operations of Clickability from December 23, 2013 to December 31, 2013 were not material. | ||||||||||||
The Company recorded the purchase of the acquisitions described above using the acquisition method of accounting and, accordingly, recognized the assets acquired and liabilities assumed at their fair values as of the date of the acquisition. The results of operations of the acquisitions are included in the Company’s consolidated results of operations beginning with the date of the acquisition. | ||||||||||||
The following condensed table presents the acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions (in thousands): | ||||||||||||
FileBound | ComSci | Clickability | ||||||||||
Cash | $ | 182 | $ | 104 | $ | — | ||||||
Accounts receivable | 1,940 | 951 | 1,773 | |||||||||
Other current assets | 153 | 47 | 297 | |||||||||
Property and equipment | 927 | 61 | 1,519 | |||||||||
Customer relationships | 3,600 | 2,000 | 4,400 | |||||||||
Trade name | 320 | 180 | 250 | |||||||||
Technology | 2,040 | 810 | 2,500 | |||||||||
Goodwill | 7,188 | 3,851 | 3,401 | |||||||||
Other assets | 21 | 8 | — | |||||||||
Total assets acquired | 16,371 | 8,012 | 14,140 | |||||||||
Accounts payable | 113 | 260 | 154 | |||||||||
Accrued expense and other | 266 | 106 | 100 | |||||||||
Deferred revenue | 1,342 | 78 | 1,605 | |||||||||
Total liabilities assumed | 1,721 | 444 | 1,859 | |||||||||
Total consideration | $ | 14,650 | $ | 7,568 | $ | 12,281 | ||||||
Tangible assets were valued at their respective carrying amounts, which approximates their estimated fair value. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods. Customer relationships were valued using an income approach, which estimates fair value based on the earnings and cash flow capacity of the subject asset. The value of the marketing-related intangibles was determined using a relief-from-royalty method, which estimates fair value based on the value the owner of the asset receives from not having to pay a royalty to use the asset. Developed technology was valued using a cost-to-recreate approach. | ||||||||||||
Goodwill for FileBound and ComSci is deductible for tax purposes. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Fair Value Measurements | Fair Value Measurements | |||||||||||||||
Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. GAAP sets forth a three–tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three tiers are Level 1, defined as observable inputs, such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions. At September 30, 2014 and December 31, 2013, assets and liabilities measured at fair value on a recurring basis were not significant. | ||||||||||||||||
Changes to the fair value of assets and liabilities are recorded to other income (expense), net. Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): | ||||||||||||||||
Fair Value Measurements at December 31, 2013 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | $ | — | $ | — | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Warrant liabilities | $ | — | $ | — | $ | 525 | $ | 525 | ||||||||
Fair Value Measurements at September 30, 2014 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | $ | — | $ | — | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Warrant liabilities | $ | — | $ | — | $ | 831 | $ | 831 | ||||||||
The following table presents additional information about fixed maturity securities measured at fair value on a recurring basis and for which we have utilized significant unobservable (Level 3) inputs to determine fair value: | ||||||||||||||||
Ending balance at December 31, 2012 | $ | — | ||||||||||||||
Issuance of preferred stock warrants | 158 | |||||||||||||||
Change in fair value of preferred stock warrants | 367 | |||||||||||||||
Ending balance at December 31, 2013 | $ | 525 | ||||||||||||||
Change in fair value of preferred stock warrants | 306 | |||||||||||||||
Ending balance at September 30, 2014 | $ | 831 | ||||||||||||||
The fair value of warrants to purchase convertible preferred stock was determined using Black-Scholes option pricing model. The valuation of the warrant liability is discussed in Note 13 Preferred Stock Warrants. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets | |||||||||||||
Changes in the Company’s goodwill balance for the nine months ended September 30, 2014 are summarized in the table below (in thousands): | ||||||||||||||
Balance at December 31, 2013 | $ | 33,630 | ||||||||||||
Finalization of 2013 business combination | (82 | ) | ||||||||||||
Foreign currency translation adjustment | (411 | ) | ||||||||||||
Balance at September 30, 2014 | $ | 33,137 | ||||||||||||
Intangible assets, net, include the estimated acquisition-date fair values of customer relationships, marketing-related assets, and developed technology that the Company recorded as part of its business acquisitions. The following is a summary of the Company’s intangible assets, net (in thousands): | ||||||||||||||
Estimated Useful | Gross | Accumulated | Net Carrying | |||||||||||
Life (Years) | Carrying Amount | Amortization | Amount | |||||||||||
December 31, 2013: | ||||||||||||||
Customer relationships | 10 | $ | 26,799 | $ | 3,244 | $ | 23,555 | |||||||
Trade name | 3 | 2,598 | 1,422 | 1,176 | ||||||||||
Developed technology | 7-Apr | 11,825 | 1,809 | 10,016 | ||||||||||
Total intangible assets | $ | 41,222 | $ | 6,475 | $ | 34,747 | ||||||||
Estimated Useful | Gross | Accumulated | Net Carrying | |||||||||||
Life (Years) | Carrying Amount | Amortization | Amount | |||||||||||
September 30, 2014: | ||||||||||||||
Customer relationships | 10 | $ | 26,513 | $ | 5,181 | $ | 21,332 | |||||||
Trade name | 3-Jan | 2,591 | 1,875 | 716 | ||||||||||
Developed technology | 7-Apr | 11,722 | 3,139 | 8,583 | ||||||||||
Total intangible assets | $ | 40,826 | $ | 10,195 | $ | 30,631 | ||||||||
The Company periodically reviews the estimated useful lives of its identifiable intangible assets, taking into consideration any events or circumstances that might result in either a diminished fair value or revised useful life. In 2013, management changed its intention to use the PowerSteering trade name on a Company-wide basis and, accordingly, changed the useful life of such trade name from indefinite to a definite life of three years. As a result, the Company recorded an amortization charge of $1,060,000 in 2013 related to the PowerSteering trade name. Management has determined there have been no other indicators of impairment or change in the useful life during the three and nine months ended September 30, 2014 and 2013. Total amortization expense was $3.8 million and $3.5 million during the nine months ended September 30, 2014 and 2013, respectively. | ||||||||||||||
Estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): | ||||||||||||||
Amortization | ||||||||||||||
Expense | ||||||||||||||
Year ending December 31: | ||||||||||||||
Remainder of 2014 | $ | 1,279 | ||||||||||||
2015 | 4,895 | |||||||||||||
2016 | 4,678 | |||||||||||||
2017 | 4,471 | |||||||||||||
2018 and thereafter | 15,308 | |||||||||||||
Total | $ | 30,631 | ||||||||||||
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes |
The Company’s income tax provision for the three and nine months ended September 30, 2014 and 2013 reflects our estimate of the effective tax rates expected to be applicable for the full years, adjusted for any discrete events that are recorded in the period in which they occur. The estimates are reevaluated each quarter based on our estimated tax expense for the full year. The effective income tax rate for the three and nine months ended September 30, 2014 was (21.9)% and (6.9)%, respectively. The effective income tax rate for the three and nine months ended September 30, 2013 was (5.9)% and (6.1)%, respectively. The tax provision for the three and nine months ended September 30, 2014 and 2013 is primarily related to foreign income taxes associated with our Canadian operations, changes in deferred tax liabilities associated with amortization of United States tax deductible goodwill and state taxes in certain states in which the Company does not file on a consolidated basis.The Company has historically incurred operating losses in the United States and, given our cumulative losses and limited history of profits, has recorded a valuation allowance against its United States net deferred tax assets, exclusive of tax deductible goodwill, at September 30, 2014 and 2013. | |
The Company has not taken any uncertain tax positions impacting current or deferred taxes. Federal, state, and foreign income tax returns have been filed in jurisdictions with varying statutes of limitations. Varying among the separate companies, tax years 1998 through 2013 remain subject to examination by federal and most state tax authorities due to our net operating loss carryforwards. In the foreign jurisdictions, tax years 2008 through 2013 remain subject to examination. |
Debt
Debt | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt | Debt | |||||||
Long-term debt consisted of the following at September 30, 2014 and December 31, 2013 (in thousands): | ||||||||
30-Sep-14 | 31-Dec-13 | |||||||
Senior secured notes (less discount of $87 at September 30, 2014 and $123 at December 31, 2013) | $ | 17,858 | $ | 20,678 | ||||
Revolving credit facility | 4,767 | 3,067 | ||||||
Seller notes due 2014 (less discount of $9 at September 30, 2014 and $62 at December 31, 2013, respectively) | 1,491 | 1,438 | ||||||
Seller notes due 2015 | 3,000 | 3,000 | ||||||
Seller notes due 2016 | 500 | 500 | ||||||
27,616 | 28,683 | |||||||
Less current maturities | (27,116 | ) | (5,245 | ) | ||||
Total long-term debt | $ | 500 | $ | 23,438 | ||||
Loan and Security Agreements | ||||||||
U.S. Loan Agreement | ||||||||
On March 5, 2012, the Company entered into a loan and security agreement with Comerica Bank (as amended, the U.S. Loan Agreement). The U.S. Loan Agreement provides the Company and certain of its subsidiaries, as co-borrowers, a secured accounts receivable revolving loan facility of up to $5.0 million and a secured term loan facility of up to $19.5 million, for a total loan facility of up to $24.5 million. As of December 31, 2013, the Company had $2.1 million outstanding as revolving loans and $19.1 million as term loans under the U.S. Loan Agreement. As of September 30, 2014, the Company had $4.8 million outstanding as revolving loans and $17.1 million as term loans under the U.S. Loan Agreement. | ||||||||
Revolving loans and term loans bear interest at a floating rate equal to Comerica Bank’s prime rate plus 1.75% (5% at December 31, 2013). Interest on the revolving loans and the term loans is due and payable monthly. Revolving loans may be borrowed, repaid and reborrowed until April 11, 2015, when all outstanding revolving loan amounts must be repaid. Term loan advances may be requested until April 11, 2014. From November 1, 2013 to March 1, 2014, an amount equal to 5% of the principal outstanding on all term loan advances on October 2, 2013 is payable in monthly installments during such period. Between April 1, 2014 and March 1, 2015 an amount equal to 15% of the principal outstanding on all term loan advances on April 11, 2014 is payable in monthly installments during such period. From April 1, 2015 to March 1, 2016 an amount equal to 25% of the principal outstanding on all term loan advances on April 11, 2014 is payable in monthly installments during such period. From April 1, 2016 to March 1, 2017, an amount equal to 25% of the principal outstanding on all term loan advances on April 11, 2014 is payable in monthly installments on the first day of each month during such period. From April 1, 2017 to March 1, 2018, an amount equal to 30% of principal outstanding on all term loan advances on April 11, 2014 is payable in monthly installments during such period. All outstanding principal and interest under the term loan facility must be repaid on April 11, 2018. The revolving loan facility and the term loan facility may be prepaid prior to their respective termination dates without penalty or premium. Starting June 1, 2015, the Company and the other borrowers may be required to begin prepaying certain term loan advances with a percentage of our excess cash flow, if any. | ||||||||
The Company’s obligations and the obligations of the other borrowers under the loan facility are secured by a security interest on substantially all of the Company’s assets and the other borrowers’ assets, including intellectual property. The Company’s other and future subsidiaries may also be required to become co-borrowers or guarantors under the loan facility and grant a security interest on their assets in connection therewith. | ||||||||
The U.S. Loan Agreement contains customary affirmative covenants and customary negative covenants limiting the Company’s ability and the ability of the Company’s subsidiaries to, among other things, dispose of assets, undergo a change in control, merge or consolidate, make acquisitions, incur debt, incur liens, pay dividends, repurchase stock and make investments, in each case subject to certain exceptions. The Company and the other borrowers must also comply with a minimum cash financial covenant, minimum fixed charge ratio financial covenant, maximum indebtedness to adjusted EBITDA financial covenant, and minimum EBITDA financial covenant. The Company was in compliance with all financial covenants as of December 31, 2013. | ||||||||
The U.S. Loan Agreement also contains customary events of default including, among others, payment defaults, breaches of covenants defaults, material adverse change defaults, bankruptcy and insolvency event defaults, cross defaults with certain material indebtedness, judgment defaults, and breaches of representations and warranties defaults. Upon an event of default, Comerica Bank may declare all or a portion of the outstanding obligations payable to be immediately due and payable and exercise other rights and remedies provided for under the loan facility and any related guaranty, including a requirement that any guarantor pay all of the outstanding obligations under its guaranty and a right by Comerica Bank to exercise remedies under any security agreement related to such guaranty. During the existence of an event of default, interest on the obligations could be increased by 5%. | ||||||||
At September 30, 2014, the Company would have been in violation of certain financial covenants under the U.S. Loan Agreement and Canadian Loan Agreement (defined below). However, the Company obtained a waiver of compliance with such financial covenants from Comerica Bank through March 31, 2015. Since the waiver does not extend more than one year beyond September 30, 2014, the Company has classified all of the balances outstanding under the U.S. Loan Agreement and Canadian Loan Agreement as a current liability on its balance sheet as of September 30, 2014. The Company is in current discussions and negotiations with Comerica Bank to amend the terms of its existing debt agreements, including the financial covenants, to more appropriately align with the Company’s current financial requirements. If the Company is unable to amend its existing debt agreements, management intends to repay a portion of the outstanding indebtedness that will allow the Company to remain in compliance with its current financial covenants. | ||||||||
In connection with the entry into the U.S. Loan Agreement in March 2012, the Company granted a warrant to purchase 19,675 shares of the Company’s Series B preferred stock at $1.00 per share. The warrant is exercisable for 10 years. The fair value of the warrant was not significant as of the date of issuance. In connection with the amendment of U.S. Loan Agreement in December 2012, the Company granted a warrant to purchase 6,558 shares of the Company’s Series B preferred stock at $1.00 per share. The warrant is exercisable for 10 years. The fair value of the warrant was not significant as of the date of issuance. In connection with the amendment of the U.S. Loan Agreement in April 2013, the Company granted a warrant to purchase 37,164 shares of the Company’s Series B preferred stock at $1.00 per share which replaced the aforementioned warrant to purchase 6,558 shares of the Company’s Series B Preferred Stock. The warrant is exercisable for 10 years. The fair value of the warrant at the time of issuance was determined to be $158,000. The Company recorded a debt discount in the amount of $158,000 which is being accreted as interest expense over the term of the underlying note using the interest method. | ||||||||
Canadian Loan Agreement | ||||||||
On February 10, 2012, Tenrox Inc., a Canadian corporation and the Company’s wholly-owned subsidiary (the Canadian Subsidiary), entered into a loan and security agreement with Comerica Bank (as amended, the Canadian Loan Agreement). The Canadian Loan Agreement provides a secured accounts receivable revolving loan facility of up to $3.0 million and a secured term loan facility of up to $2.5 million, for a total loan facility of up to $5.5 million. As of December 31, 2013, the Canadian Subsidiary had $1.0 million outstanding as revolving loans and $1.7 million as term loans under the Canadian Loan Agreement. As of September 30, 2014, the Company had no outstanding revolving loans and $0.7 million as term loans the Canadian Loan Agreement. | ||||||||
Revolving loans and term loans bear interest at a floating rate equal to Comerica Bank’s prime rate plus 1.75%. Interest on the revolving loans and the term loans is due and payable monthly. Revolving loans may be borrowed, repaid and reborrowed until April 11, 2015, when all outstanding revolving loan amounts must be repaid. Principal on the term loan advance is payable in 24 equal monthly installments beginning on May 1, 2013 and continuing each month until paid in full. All outstanding principal and interest under the term loan facility must be repaid on April 11, 2015. The revolving loan facility and the term loan facility may be prepaid prior to their respective termination dates without penalty or premium. | ||||||||
The Canadian Subsidiary’s obligations under the loan facility are secured by a security interest on substantially all of its assets, including its intellectual property. Additionally, we and certain of our domestic subsidiaries provided guarantees of the loan facility secured by substantially all of our and such subsidiaries’ assets, including intellectual property. Furthermore, our other and future subsidiaries may be required to become co-borrowers or guarantors under the loan facility and grant a security interest on its assets in connection therewith. | ||||||||
The Canadian Loan Agreement and the security agreements contain customary affirmative covenants and customary negative covenants limiting our ability, the Canadian Subsidiary’s ability and the ability of our subsidiaries to, among other things, dispose of assets, undergo a change in control, merge or consolidate, make acquisitions, incur debt, incur liens, pay dividends, repurchase stock and make investments, in each case subject to certain exceptions. The Canadian Subsidiary must also comply with a minimum cash financial covenant, minimum fixed charge ratio financial covenant, maximum indebtedness to adjusted EBITDA financial covenant and minimum EBITDA financial covenant. | ||||||||
The Canadian Loan Agreement and the security agreements also contain customary events of default including, among others, payment defaults, breaches of covenants defaults, material adverse change defaults, bankruptcy and insolvency event defaults, cross defaults with certain material indebtedness, judgment defaults, and breaches of representations and warranties defaults. Upon an event of default, Comerica Bank may declare all or a portion of the Canadian Subsidiary’s outstanding obligations payable to be immediately due and payable and exercise other rights and remedies provided for under the loan facility, including a requirement that any guarantor pay all of the outstanding obligations under their respective guaranty and a right by Comerica Bank to exercise remedies under any security agreement related to such guaranty. During the existence of an event of default, interest on the obligations could be increased by 5.0%. | ||||||||
At September 30, 2014, the Company would have been in violation of certain financial covenants under the U.S. Loan Agreement and Canadian Loan Agreement. However, the Company obtained a waiver of compliance with such financial covenants from Comerica Bank through March 31, 2015. Since the waiver does not extend more than one year beyond September 30, 2014, the Company has classified all of the balances outstanding under the U.S. Loan Agreement and Canadian Loan Agreement as a current liability on its balance sheet as of September 30, 2014. The Company is in current discussions and negotiations with Comerica Bank to amend the terms of its existing debt agreements, including the financial covenants, to more appropriately align with the Company’s current financial requirements. If the Company is unable to amend its existing debt agreements, management intends to repay a portion of the outstanding indebtedness that will allow the Company to remain in compliance with its current financial covenants. | ||||||||
In connection with the entry into the Canadian Loan Agreement in February 2012, the Company granted Comerica Bank a warrant to purchase 19,675 shares of the Company’s Series A preferred stock at $6.10 per share. The warrant is exercisable for 10 years. The fair value of the warrant was not significant as of the date of issuance. | ||||||||
Seller Notes | ||||||||
In May 2013, the Company issued seller notes payable in connection with the acquisition of FileBound. The notes have an aggregate principal amount of $3.5 million with 5% stated interest. $3.0 million of the notes are due in May 2015 and $500,000 of the notes are due in May 2016. | ||||||||
Debt Maturities | ||||||||
The Company believes the carrying value of its long-term debt at December 31, 2013 approximates its fair value based on the variable interest rate feature or based upon interest rates currently available to the Company. | ||||||||
Future debt maturities of long-term debt at September 30, 2014 are as follows (in thousands): | ||||||||
Year ending December 31: | ||||||||
Remaining 2014 | $ | 2,498 | ||||||
2015 | 12,298 | |||||||
2016 | 5,071 | |||||||
2017 | 5,256 | |||||||
2018 | 2,589 | |||||||
Thereafter | — | |||||||
Total | $ | 27,712 | ||||||
Convertible Promissory Notes | ||||||||
In October 2013, the Company issued $4.9 million of promissory notes to investors bearing interest at 5% per annum with a maturity date of October 2014. Such promissory notes are automatically converted into shares of preferred stock upon the occurrence of a qualified financing. The conversion price for the shares of preferred stock is 80% of the price paid by other investors in the qualified financing. Such conversion price represents a beneficial conversion feature in the amount of $1.2 million which was recorded as interest expense. In December 2013, all of the promissory notes were converted into shares of Series C preferred stock. |
Net_Loss_Per_Share_Applicable_
Net Loss Per Share Applicable to Common Stockholders | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||
Net Loss Per Share Applicable to Common Stockholders | Net Loss Per Common Share | |||||||||||||||
The following table sets for the computations of loss per share (in thousands, except share and per share amounts): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended | |||||||||||||||
September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Numerators: | ||||||||||||||||
Loss from continuing operations attributable to common stockholders | $ | (2,445 | ) | $ | (1,233 | ) | $ | (17,442 | ) | $ | (3,507 | ) | ||||
Income (loss) from discontinued operations attributable to common stockholders | — | (195 | ) | — | (511 | ) | ||||||||||
Preferred stock dividends and accretion | (445 | ) | (11 | ) | (1,320 | ) | (33 | ) | ||||||||
Net loss attributable to common stockholders | $ | (2,890 | ) | $ | (1,439 | ) | $ | (18,762 | ) | $ | (4,051 | ) | ||||
Denominator: | ||||||||||||||||
Weighted–average common shares outstanding, basic and diluted | 3,610,459 | 1,232,626 | 3,350,786 | 1,118,813 | ||||||||||||
Loss from continuing operations per share, basic and diluted | $ | (0.80 | ) | $ | (1.01 | ) | $ | (5.60 | ) | $ | (3.16 | ) | ||||
Loss from discontinued operations per share, basic and diluted | $ | — | $ | (0.16 | ) | $ | — | $ | (0.46 | ) | ||||||
Net loss per common share, basic and diluted | $ | (0.80 | ) | $ | (1.17 | ) | $ | (5.60 | ) | $ | (3.62 | ) | ||||
Due to the net losses for the three and nine months ended September 30, 2014 and 2013, basic and diluted loss per share were the same, as the effect of all potentially dilutive securities would have been anti–dilutive. The following table sets forth the anti–dilutive common share equivalents: | ||||||||||||||||
Nine Months Ended September 30, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Redeemable Convertible preferred stock: | ||||||||||||||||
Series A preferred stock | 2,821,181 | 2,821,181 | ||||||||||||||
Series B preferred stock | 1,701,909 | 1,701,909 | ||||||||||||||
Series B–1 preferred stock | 237,740 | 237,740 | ||||||||||||||
Series B–2 preferred stock | 155,598 | — | ||||||||||||||
Series C preferred stock | 1,918,048 | — | ||||||||||||||
Stock options | 702,849 | 170,248 | ||||||||||||||
Restricted stock | 338,773 | 402,753 | ||||||||||||||
Total anti–dilutive common share equivalents | 7,876,098 | 5,333,831 | ||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies |
Operating Leases | |
The Company leases office space under operating leases that expire between 2014 and 2016. The Company’s corporate office in Austin, Texas, leases additional office space under an operating lease. In addition to the office space we currently occupy, the amended office lease increases rentable square feet from 6,255 to 9,896 to be added to the existing premises. With respect to the expansion space, the Company anticipates making approximately $619 thousand in base rent payments during the term of the amended office lease. The initial term of the amended office lease is five years and will commence upon the occupancy date of the new space, currently expected to be on or about January 2015, and extend through December 2020, subject to change based on the construction schedule. The lease term for the current office space has been extended to end contemporaneously with the end of the initial term for the amended office lease. In connection with the lease term extension in this amendment, the Company anticipates making approximately $1.1 million in additional base rent payments on the existing space. | |
On September 18, 2014, the Company entered into a sublease which provides for 7,740 square feet of office space. The term of the sublease is 29 months ending May 31, 2017 and the Company anticipates making approximately $861,000 in base rent payments during the term of the sublease. | |
Capital Leases | |
In conjunction with the sublease described above, the Company entered into an agreement to purchase certain furniture and fixtures for total consideration of $120,000, payable in twelve consecutive monthly installments of $10,000 commencing in November 2014. | |
During the third quarter of 2014, the Company entered into nine capital lease agreements for computer equipment. The term of each lease is 48 months and the Company anticipates making approximately $731,000 in payments throughout the lease term. In addition, the Company entered into another capital lease agreement for computer equipment. The term of the lease is 36 months and the Company anticipates making approximately $380,000 in payments throughout the lease term. | |
Purchase Commitments | |
The Company has an outstanding purchase commitment for software development services pursuant to a technology services agreement in the amount of $2.1 million in 2014. For years after 2014, the purchase commitment amount for software development services will be equal to the prior year purchase commitment increased (decreased) by the percentage change in total revenue for the prior year as compared to the preceding year. For example, if 2014 total revenues increase by 10% as compared to 2013 total revenues, then the 2015 purchase commitment would increase by approximately 213,000 from the 2014 purchase commitment amount to $2.3 million. A similar 10% increase in 2015 total revenues as compared to 2014 total revenues would increase the 2016 purchase commitment amount from the 2015 purchase commitment amount of $2.3 million by approximately $234,000 to $2.6 million. | |
Total rent expense for the nine months ended September 30, 2014 and 2013 was approximately $1.1 million and $751,000, respectively. The current and long-term portion of capital lease obligations are recorded in the accrued expenses and other long-term liabilities line items on the balance sheet, respectively. The Company has a letter of credit for an office lease with a bank in the amount of $150,000. | |
Litigation | |
In the normal course of business, the Company may become involved in various lawsuits and legal proceedings. While the ultimate results of these matters cannot be predicted with certainty, management does not expect them to have a material adverse effect on the consolidated financial position or results of operations of the Company. |
Property_and_Equipment_Net_Pro
Property and Equipment, Net Property and Equipment, Net | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and Equipment, Net | Property and Equipment, Net | |||||||
Property and equipment consisted of the following (in thousands) at: | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Equipment (included equipment under capital lease of $2,666 and $1,640 at September 30, 2014 and December 31, 2013, respectively) | $ | 7,309 | $ | 3,498 | ||||
Furniture and fixtures | 350 | 607 | ||||||
Leasehold improvements | 470 | 2,297 | ||||||
Accumulated depreciation | (4,255 | ) | (2,460 | ) | ||||
Property and equipment, net | $ | 3,874 | $ | 3,942 | ||||
Amortization of assets recorded under capital leases is included with depreciation expense. Depreciation and amortization expense on property and equipment was $1.6 million and $575,000 for the nine months ended September 30, 2014 and 2013, respectively. The Company recorded no impairment of property and equipment and recorded no gains or losses on the disposal of property and equipment during the nine months ended September 30, 2014 and 2013. |
Stockholders_Deficit_Stockhold
Stockholders' Deficit Stockholders' Deficit | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Equity [Abstract] | ||||||||||||||||
Stockholders' Deficit | Stockholders' Deficit | |||||||||||||||
Common Stock | ||||||||||||||||
In July and October 2010, the Company issued 1,582,635 shares of restricted stock to three stockholders of the Company at $0.0001 per share for aggregate proceeds of $965. In October 2012, the Company issued 113,085 shares of restricted stock to an employee of the Company at $1.22 per share for aggregate proceeds of $138,000. These shares are subject to a repurchase option. If the holder’s status as an employee or service provider to the Company terminates, then the Company shall have the option to repurchase any shares that have not yet been released from the repurchase option at a price per share equal to the original purchase price. Based on the contractual vesting schedules, 626,460 and 240,280 shares remain unvested as of December 31, 2012 and 2013, respectively. | ||||||||||||||||
In November 2013, the Company issued 155,599 shares of common stock valued at $275,000 in connection with the acquisition of ComSci. | ||||||||||||||||
On September 2, 2014, the Company granted 294,010 shares of restricted stock with a grant-date fair value of $8.73. The restricted stock has restrictions which vest over three years from date of grant for 40,990 shares and over four years from the date of grant for 253,020 shares. The grant-date fair value of the shares is recognized over the requisite vesting period. If vesting periods are not achieved, the shares will be forfeited by the employee. | ||||||||||||||||
Stock Options | ||||||||||||||||
During 2010, the Company adopted the Upland Software, Inc. 2010 Stock Plan (the Plan). The Plan provides, in part, that incentive and nonstatutory stock options, as defined by the Internal Revenue Code of 1986, to purchase shares of the Company’s common stock and restricted stock may be granted to employees, directors, and consultants.As of December 31, 2013, the Company has 947,367 shares of common stock reserved for issuance under the Plan. Accordingly, the Company has reserved 357,991 shares of common stock to permit exercise of options outstanding in accordance with the terms of the Plan. | ||||||||||||||||
Under the Plan, stock options will be issued at an exercise price equal to at least 100% of the fair market value of the Company’s common stock at the option grant date as determined by the Company’s Board of Directors or appointed administrator. The maximum term of these options is ten years, measured from the date of grant. Options under the Plan generally vest over four years. Under certain conditions, vesting is accelerated upon a change in control (as defined in the Plan). | ||||||||||||||||
Stock Option Activity | ||||||||||||||||
Stock option activity during the nine months ended September 30, 2014 was as follows: | ||||||||||||||||
Number of Options Outstanding | Weighted-Average Exercise Price | |||||||||||||||
Outstanding at December 31, 2013 | 357,991 | $1.40 | ||||||||||||||
Options granted | 386,797 | $7.02 | ||||||||||||||
Options exercised | (313 | ) | $1.77 | |||||||||||||
Options forfeited | (41,626 | ) | $3.05 | |||||||||||||
Outstanding at September 30, 2014 | 702,849 | $4.40 | ||||||||||||||
Restricted Stock Awards | ||||||||||||||||
On September 2, 2014, the Company granted service-based restricted stock for the purchase of 294,010 ordinary shares with a grant-date fair value of $8.73. The restricted stock has restrictions which vest over three years from date of grant for 40,990 shares and over four years from the date of grant for 253,020 shares. The grant date fair value of the shares is recognized over the requisite vesting period. If vesting periods are not achieved, the shares will be forfeited by the employee. | ||||||||||||||||
Share-based Compensation | ||||||||||||||||
The Company recognized share-based compensation expense from all awards in the following expense categories: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Cost of subscription and support revenue | $ | 8,346 | $ | 2,179 | $ | 21,322 | $ | 6,538 | ||||||||
Cost of professional services revenue | 4,969 | 1,893 | 15,747 | 5,678 | ||||||||||||
Sales and marketing | 9,811 | 3,740 | 24,123 | 11,219 | ||||||||||||
Research and development | 16,054 | 3,115 | 44,736 | 9,345 | ||||||||||||
General and administrative | 210,562 | 113,672 | 510,830 | 341,017 | ||||||||||||
Total | $ | 249,742 | $ | 124,599 | $ | 616,758 | $ | 373,797 | ||||||||
Redeemable_Convertible_Preferr
Redeemable Convertible Preferred Stock Redeemable Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2014 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock |
In 2011, the Company issued 2,652,110 shares of Series A redeemable convertible preferred stock for aggregate proceeds of $16.0 million, net of issuance costs of $199,000. | |
In January 2012, the Company issued 169,054 shares of Series A redeemable convertible preferred stock for aggregate proceeds of $1.0 million, net of issuance costs of $24,000. | |
In January 2012, the Company issued 1,701,909 shares of Series B redeemable convertible preferred stock for aggregate proceeds of $10.4 million, net of issuance costs of $22,000. | |
In November 2012, the Company issued 131,168 shares of Series B-1 redeemable convertible preferred stock valued at $800,000 in connection with the acquisition of EPM Live. Such shares are subject to forfeiture obligations based upon continued employment over a 24-month period. The Company is accounting for such shares as compensation as the shares vest. At September 30, 2014, 131,168 shares remain subject to forfeiture and $48,000 of stock compensation remains unamortized and is expected to be recognized over the next year | |
In May 2013, the Company issued 106,572 shares of B-1 redeemable convertible preferred stock valued at $624,000 in connection with the acquisition of FileBound. | |
In November 2013, the Company issued 155,598 shares of Series B-2 redeemable convertible preferred stock valued at $949,000 in connection with the acquisition of ComSci. | |
In December 2013, the Company issued 1,918,048 shares of Series C redeemable convertible preferred stock for aggregate proceeds of $19.7 million, net of issuance costs of $82,000. The proceeds from the issuance of Series C preferred stock included the conversion of $4.9 million of convertible promissory bridge notes and accrued interest payable. | |
All of the shares of preferred stock were converted to shares of common stock on a one-to-one basis in connection with the Company's IPO in November 2014. |
Preferred_Stock_Warrants
Preferred Stock Warrants | 9 Months Ended |
Sep. 30, 2014 | |
Equity [Abstract] | |
Preferred Stock Warrants | Preferred Stock Warrants |
The Company had 19,675 Series A preferred stock warrants and 56,839 Series B redeemable convertible preferred stock warrants outstanding as of December 31, 2013 and September 30, 2014 with an exercise price of $6.10 per share. All of these warrants were issued in connection with the loan agreements described in Note 7. | |
The fair value of warrants to purchase convertible preferred stock was determined using the Black-Scholes option pricing model. The warrants were converted to warrants to purchase common stock in November 2014. |
Employee_Benefit_Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans |
The Company has established two voluntary defined contribution retirement plans qualifying under Section 401(k) of the Internal Revenue Code. The Company made no contributions to the 401(k) plans for the nine months ended September 30, 2014 and 2013. |
Discontinued_Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2014 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations |
On November 6, 2013, the Company distributed all of the shares of its Visionael subsidiary to the Company’s stockholders in a spin-off. Since all shares of the subsidiary were distributed in 2013, the Company’s consolidated statements of operations have been presented to show the discontinued operations of the subsidiary separately from continuing operations for all periods presented. Since the transaction was between entities under common control, the distribution of the shares of the subsidiary did not result in a gain or loss on distribution as it was recorded at historical carrying values. |
Domestic_and_Foreign_Operation
Domestic and Foreign Operations Domestic and Foreign Operations | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Foreign Currency [Abstract] | ||||||||||||||||
Domestic and Foreign Operations | Domestic and Foreign Operations | |||||||||||||||
Revenue by geography is based on the ship-to address of the customer, which is intended to approximate where the customer’s users are located. The ship-to country is generally the same as the billing country. The Company has operations in the U.S., Canada and Europe. Information about these operations is presented below (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenues: | ||||||||||||||||
U.S. | $ | 12,856 | $ | 8,199 | $ | 37,870 | $ | 21,931 | ||||||||
Canada | 929 | 673 | 2,811 | 2,563 | ||||||||||||
Other International | 2,490 | 1,520 | 7,418 | 4,565 | ||||||||||||
Total Revenues | $ | 16,275 | $ | 10,392 | $ | 48,099 | $ | 29,059 | ||||||||
Related_Party_Transactions_Rel
Related Party Transactions Related Party Transactions | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions |
In 2013, the Company borrowed and repaid monies from and to an investor in the Company pursuant to promissory notes (see Note 7). During the nine months ended September 30, 2014 and 2013, the Company purchased software development services pursuant to a technology services agreement with a company controlled by a non-management investor in the Company in the amount of $1.3 million and $1.6 million, respectively. In January 2014, the Company issued 1,803,574 shares of common stock to this company in connection with the amendment of such technology services agreement and took a noncash charge of $11.2 million recorded in research and development expenses. The Company has an outstanding purchase commitment for additional software development services from this company in 2014 in the amount of $2.1 million. For years after 2014, the purchase commitment amount for software development services will be equal to the prior year purchase commitment increased (decreased) by the percentage change in total revenue for the prior year as compared to the preceding year. For example, if 2014 total revenues increase by 10% as compared to 2013 total revenues, then the 2015 purchase commitment would increase by approximately 213,000 from the 2014 purchase commitment amount to $2.3 million. A similar 10% increase in 2015 total revenues as compared to 2014 total revenues would increase the 2016 purchase commitment amount from the 2015 purchase commitment amount of $2.3 million by approximately $234,000 to $2.6 million. | |
When the Company receives requested services as detailed by statements of work pursuant to the software development agreement, it determines whether such software development costs should be capitalized as either internally-used software or software to be sold or otherwise marketed. If such costs are not capitalizable, the Company expenses such costs as the services are received. If the Company anticipates that it will not utilize the full amount of the annual minimum fee, the estimated unused portion of the annual minimum fee is expensed at that time. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
The Company has evaluated subsequent events through the date the consolidated financial statements were available for issuance. | |
On October 9, 2014, the Board approved, and, on October 24, 2014 the Company effected, a 6.099-for-1 reverse stock split of its common and preferred stock. All share and per share information for all periods presented has been adjusted to reflect the effect of such reverse stock split. | |
On November 12, 2014, the Company completed its IPO of 3,846,154 shares of common stock, at a price of $12.00 per share, before underwriting discounts and commissions. The Company sold all of such shares. The IPO generated net proceeds of approximately $42.9 million, after deducting underwriting discounts and commissions. Expenses incurred by us for the IPO were approximately $3.8 million and will be recorded against the proceeds received from the IPO. With the proceeds, the Company plans to finance growth by investing in or acquiring complementary companies, products, or technologies, expanding its sales team, growing sales of its applications globally, and improving and enhancing its applications. | |
On November 20, 2014, the Company acquired all outstanding shares of Solution Q, Inc. and its SaaS project and portfolio management application, “Eclipse.” The purchase price consideration paid in the transaction was approximately $5.8 million, and consisted of approximately $3.2 million in cash payable at closing (net of $400,000 of cash acquired), a $900,000 cash holdback payable eighteen (18) months following the closing (subject to indemnification claims), and 150,977 shares of the Company’s common stock. | |
On December 10, 2014, the Company completed its acquisition of Mobile Commons, Inc. (“Mobile Commons”), a cloud-based mobile messaging software provider, pursuant to an Agreement and Plan of Merger by and among the Company, Mobile Commons and certain other parties thereto, dated December 8, 2014 (the “Merger Agreement”). The purchase price consideration expected to be paid in the transaction is approximately $5.1 million in cash payable at closing (net of $200,000 of cash acquired), $700,000 cash payable to escrow at closing to be held for eighteen (18) months (subject to indemnification claims by the Company), and approximately 386,253 shares of the Company’s common stock (of which approximately 44,192 shares are expected to be held in escrow for eighteen (18) months and subject to indemnification claims by the Company). The foregoing excludes any potential future earn-out payments tied to performance-based goals, including up to $500,000 worth of unregistered shares of Company common stock, pursuant to the terms of the Merger Agreement. | |
As discussed in Note 7, the Company is currently in discussions with Comerica Bank to restructure the U.S. Loan Agreement and Canadian Loan Agreements. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | |
Sep. 30, 2014 | ||
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation | |
These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or GAAP. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. | ||
Unaudited Interim Financial Information | ||
The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim financial reporting. In the opinion of management of the Company, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments necessary for a fair presentation. The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014 or for any other period. | ||
Use of Estimates | Use of Estimates | |
The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses. Significant items subject to such estimates include allowance for doubtful accounts, stock-based compensation, warrant liabilities, acquired intangible assets, the useful lives of intangible assets and property and equipment, and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ from those estimates. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents | |
Cash and cash equivalents consist of cash deposits and liquid investments with original maturities of three months or less when purchased. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments. | ||
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts | |
The Company extends credit to the majority of its customers. Issuance of credit is based on ongoing credit evaluations by the Company of customers’ financial condition and generally requires no collateral. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Invoices generally require payment within 30 days from the invoice date. The Company generally does not charge interest on past due payments, although the Company's contracts with its customers usually allow it to do so. | ||
The Company maintains an allowance for doubtful accounts to reserve for potential uncollectible receivables. The allowance is based upon the creditworthiness of the Company’s customers, the customers’ historical payment experience, the age of the receivables and current market conditions. Provisions for potentially uncollectible accounts are recorded in sales and marketing expenses. The Company writes off accounts receivable balances to the allowance for doubtful accounts when it becomes likely that they will not be collected. | ||
Concentrations of Credit Risk and Significant Customers | Concentrations of Credit Risk and Significant Customers | |
Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are placed with high-quality financial institutions, which, at times, may exceed federally insured limits. The Company has not experienced any losses in these accounts, and the Company does not believe it is exposed to any significant credit risk related to cash and cash equivalents. The Company provides credit, in the normal course of business, to a number of its customers. The Company performs periodic credit evaluations of its customers and generally does not require collateral. No individual customer represented more than 10% of total revenues in the nine months ended September 30, 2014 or 2013, or more than 10% of accounts receivable as of September 30, 2014 or December 31, 2013. | ||
Property and Equipment | Property and Equipment | |
Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over each asset’s useful life. Leasehold improvements are amortized over the shorter of the lease term of the estimated useful lives of the related assets. Upon retirement or disposal, the cost of each asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs, maintenance, and minor replacements are expensed as incurred. The estimated useful lives of property and equipment are as follows: | ||
Computer hardware and equipment | 3 - 5 years | |
Purchased software and licenses | 3 - 5 years | |
Furniture and fixtures | 7 years | |
Leasehold improvements | Lesser of estimated useful life or lease term | |
Goodwill and Other Intangibles | Goodwill and Other Intangibles | |
Goodwill arises from business combinations and is measured as the excess of the cost of the business acquired over the sum of the acquisition-date fair value of tangible and identifiable intangible assets acquired, less any liabilities assumed. | ||
Goodwill is evaluated for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The events and circumstances considered by the Company include the business climate, legal factors, operating performance indicators and competition. | ||
The Company evaluates the recoverability of goodwill using a two-step impairment process tested at the reporting unit level. The Company has one reporting unit for goodwill impairment purposes. In the first step, the fair value of the reporting unit is compared to the book value, including goodwill. In the case that the fair value is less than the book value, a second step is performed that compares the implied fair value of goodwill to the book value of goodwill. The fair value for the implied goodwill is determined based on the difference between the fair value of the reporting unit and the net fair value of the identifiable assets and liabilities, excluding goodwill. If the implied fair value of the goodwill is less than the book value, the difference is recognized as an impairment charge in the consolidated statement of operations. No goodwill impairment charges were recorded during the nine months ended September 30, 2014 and 2013. | ||
Identifiable intangible assets consist of customer relationships, marketing-related intangible assets and developed technology. Intangible assets with definite lives are amortized over their estimated useful lives on a straight-line basis. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. | ||
Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of intangible assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. The Company evaluates the recoverability of intangible assets by comparing their carrying amounts to the future net undiscounted cash flows expected to be generated by the intangible assets. If such intangible assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the intangible assets exceeds the fair value of the assets. | ||
The Company determines fair value based on discounted cash flows using a discount rate commensurate with the risk inherent in the Company’s current business model for the specific intangible asset being valued. | ||
Long-Lived Assets | Long-Lived Assets | |
Long-lived assets are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable. When such events or circumstances arise, an estimate of future undiscounted cash flows produced by the asset, or the appropriate grouping of assets, is compared to the asset's carrying value to determine whether impairment exists. If the asset is determined to be impaired, the impairment loss is measured based on the excess of its carrying value over its fair value. Assets to be disposed of are reported at the lower of the carrying value or net realizable value. No indicators of impairment were identified during the nine months ended September 30, 2014 or 2013. | ||
Software Development Costs | Software Development Costs | |
Software development costs are expensed as incurred until the point the Company establishes technological feasibility. Technology feasibility is established upon the completion of a working model. Costs incurred by the Company between establishment of technological feasability and the point at which the product is ready for general release are capitalized, subject to their recoverability, and amortized over the economic life of the related products. Because the Company believes its current process for developing its software products essentially results in the completion of a working product concurrent with the establishment of technological feasibility, no software development costs have been capitalized to date. | ||
Deferred Financing Costs | Deferred Financing Costs | |
The Company capitalizes underwriting, legal, and other direct costs incurred related to the issuance of debt, which are recorded as deferred charges and amortized to interest expense over the term of the related debt using the effective interest rate method. Upon the extinguishment of the related debt, any unamortized capitalized deferred financing costs are recorded to interest expense. In 2013, the Company wrote off approximately $164,000 of deferred financing costs in connection with the refinancing of its debt facility. | ||
Deferred Financing Costs Related to IPO | Deferred Costs Related to IPO | |
As of September 30, 2014, we had incurred approximately $3.0 million in offering expenses related to our initial public offering (IPO) as discussed in Note 18. We capitalized such costs in other current assets and netted these costs against the proceeds received from the IPO, which were received on November 12, 2014. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | |
The Company accounts for financial instruments in accordance with the authoritative guidance on fair value measurements and disclosures for financial assets and liabilities. This guidance defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. The guidance also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. | ||
These tiers include Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions. | ||
The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, and accounts payable, long–term debt and warrant liabilities. The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value, primarily due to short maturities. The carrying values of the Company’s debt instruments approximated their fair value based on rates currently available to the Company. The carrying values of warrant liabilities are marked to the market at each reporting period. | ||
Revenue Recognition | Revenue Recognition | |
The Company derives revenue from product revenue, consisting of subscription, support and perpetual licenses, and professional services revenues. The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists, delivery of the product or services has occurred, no Company obligations with regard to implementation considered essential to the functionality remain, the fee is fixed or determinable and collectability is probable. | ||
Subscription and Support Revenue | ||
The Company derives subscription revenues by providing its software-as-a-service solution to customers in which the customer does not have the right to take possession of the software, but can use the software for the contracted term. The Company accounts for these arrangements as service contracts. Subscription and support revenues are recognized on a straight-line basis over the term of the contractual arrangement, typically one to three years. Amounts that have been invoiced and that are due are recorded in deferred revenue or revenue, depending on when the criteria for revenue recognition are met. | ||
The Company may provide hosting services to customers who purchased a perpetual license. Such hosting services are recognized ratably over the applicable term of the arrangement. These hosting arrangements are typically for a period of one to three years. | ||
Software maintenance agreements provide technical support and the right to unspecified upgrades on an if-and-when-available basis. Revenue from maintenance agreements is recognized ratably over the life of the related agreement, which is typically one year. | ||
Perpetual License Revenue | ||
The Company also records revenue from the sales of proprietary software products under perpetual licenses. For license agreements in which customer acceptance is a condition to earning the license fees, revenue is not recognized until acceptance occurs. The Company’s products do not require significant customization. Revenue on arrangements with customers who are not the ultimate users (primarily resellers) is not recognized until the product is delivered to the end user. Perpetual licenses are sold along with software maintenance and, sometimes, hosting agreements. When vendor specific objective evidence (VSOE) of fair value exists for the software maintenance and hosting agreement, the perpetual license is recognized under the residual method whereby the fair value of the undelivered software maintenance and hosting agreement is deferred and the remaining contract value is recognized immediately for the delivered perpetual license. When VSOE of fair value does not exist for the either the software maintenance or hosting agreement, the entire contract value is recognized ratably over the underlying software maintenance and/or hosting period. | ||
Professional Services Revenue | ||
Professional services provided with perpetual licenses consist of implementation fees, data extraction, configuration, and training. The Company’s implementation and configuration services do not involve significant customization of the software and are not considered essential to the functionality. Revenues from professional services are recognized as such services are provided when VSOE of fair value exists for such services and all undelivered elements such as software maintenance and/or hosting agreements. VSOE of fair value for services is based upon the price charged when these services are sold separately, and is typically an hourly rate. When VSOE of fair value does not exist for software maintenance and/or hosting agreements, revenues from professional services are recognized ratably over the underlying software maintenance and/or hosting period. | ||
Professional services, when sold with the subscription arrangements, are accounted for separately when these services have value to the customer on a standalone basis and there is objective and reliable evidence of fair value for each deliverable. When accounted for separately, revenues are recognized as the services are rendered for time and material contracts. For those arrangements where the elements do not qualify as a separate unit of accounting, the Company recognizes professional services ratably over the contractual life of the related application subscription arrangement. Currently, all professional services are accounted for separately as all have value to the customer on a standalone basis. | ||
Multiple Element Arrangements | ||
The Company enters into arrangements with multiple-element that generally include subscriptions and implementation and other professional services. | ||
For multiple-element arrangements, arrangement consideration is allocated to deliverables based on their relative selling price. In order to treat deliverables in a multiple-element arrangement as separate units of accounting, the elements must have standalone value upon delivery. If the elements have standalone value upon delivery, each element must be accounted for separately. The Company’s subscription services have standalone value as such services are often sold separately. In determining whether implementation and other professional services have standalone value apart from the subscription services, the Company considers various factors including the availability of the services from other vendors. The Company has concluded that the implementation services included in multiple-element arrangements have standalone value. As a result, when implementation and other professional services are sold in a multiple-element arrangement, the arrangement consideration is allocated to the identified separate units based on a relative selling price hierarchy. The selling price for a element is based on its VSOE of selling price, if available, third-party evidence of selling price, or TPE, if VSOE is not available or best estimate of selling price, or BESP, if neither VSOE nor TPE is available. The Company has not established VSOE for its subscription services due to lack of pricing consistency, the introduction of new services and other factors. The Company has determined that TPE is not a practical alternative due to differences in its service offerings compared to other parties and the availability of relevant third-party pricing information. Accordingly, the Company uses BESP to determine the relative selling price. | ||
The Company determined BESP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the Company’s discounting practices, the size and volume of its transactions, customer characteristics, price lists, go-to-market strategy, historical standalone sales and agreement prices. As the Company’s go-to-market strategies evolve, it may modify its pricing practices in the future, which could result in changes in relative selling prices, and include both VSOE and BESP. | ||
Deferred Revenue | ||
Deferred revenue represents either customer advance payments or billings for which the aforementioned revenue recognition criteria have not yet been met. | ||
Cost of Revenues | Cost of Revenue | |
Cost of revenue primarily consists of salaries and related expenses (e.g. bonuses, employee benefits, and payroll taxes) for personnel directly involved in the delivery of services and products directly to customers. Cost of revenue also includes the amortization of acquired technology. | ||
Redeemable Preferred Stock Warrant Liability | Redeemable Preferred Stock Warrant Liability | |
Warrants to purchase the Company's redeemable preferred stock are classified as liabilities in the accompanying balance sheet and are recorded at fair value. The warrants are marked to market each reporting period, with the change in fair value recorded as a gain (loss) in the accompanying consolidated statement of operations. | ||
Advertising Costs | Advertising Costs | |
Advertising costs are expensed in the period incurred. Advertising costs were not significant for the nine months ended September 30, 2014 and 2013. Advertising costs are recorded in sales and marketing expenses in the accompanying consolidated statement of operations. | ||
Income Taxes | Canadian Tax Credits | |
Canadian tax credits related to current expenses are accounted for as a reduction of the research and development costs. Such credits relate to the Company's operations in Canada are not dependent upon taxable income. Credits are accrued in the year in which the research and development costs or the capital expenditures are incurred, provided the Company is reasonably certain that the credits will be received. The government credit must be examined and approved by the tax authorities, and it is possible that the amounts granted will differ from the amounts recorded. | ||
Income Taxes | ||
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities will be recognized in the period that includes the enactment date. A valuation allowance is established against the deferred tax assets to reduce their carrying value to an amount that is more likely than not to be realized. | ||
The Company accounts for uncertainty of income taxes based on a “more likely than not” threshold for the recognition and derecognition of tax positions, which includes the accounting for interest and penalties. | ||
Stock-Based Compensation | Stock-Based Compensation | |
Stock options awarded to employees and directors are measured at fair value at each grant date. The Company accounts for stock-based compensation in accordance with authoritative accounting principles which require all share-based compensation to employees, including grants of employee stock options, to be recognized in the financial statements based on their estimated fair value. Compensation expense is determined under the fair value method using the Black--Scholes option pricing model and recognized ratably over the period the awards vest. The Black-Scholes option pricing model used to compute share-based compensation expense requires extensive use of accounting judgment and financial estimates. Items requiring estimation include the expected term option holders will retain their vested stock options before exercising them, the estimated volatility of the Company’s common stock price over the expected term of each stock option, and the number of stock options that will be forfeited prior to the completion of their vesting requirements. Application of alternative assumptions could result in significantly different share-based compensation amounts being recorded in the financial statements. The following table summarizes the weighted-average grant-date fair value of options granted in 2014 and the assumptions used to develop their fair values. There were no options granted during the nine months ended September 30, 2013. | ||
Nine Months Ended September 30, 2014 | ||
Weighted average grant-date fair value of options | $3.76 | |
Expected volatility | 54.1% - 55.2% | |
Risk-free interest rate | 1.6% - 1.9% | |
Expected life in years | 6.29 | |
Dividend yield | — | |
The Company estimates the fair value of options granted using the Black-Scholes options pricing model. As there was no public market for its common stock, the Company estimates the volatility of its common stock based on the volatility of publicly traded shares of comparable companies' common stock. The Company's decision to use the volatility of comparable stock was based upon the Company's assessment that this information is more representative of future stock price trends than the Company's historical volatility. the Company estimates the expected term using the simplified method, which calculates the expected term as the midpoint between the vesting date and the contractual termination date of each award. The dividend yield assumption is based on historical and expected future dividend payouts. The risk-free interest rate is based on observed market interest rates appropriate for the term of each options. | ||
Comprehensive Loss | Comprehensive Loss | |
The Company utilizes the guidance in Accounting Standards Codification (ASC) Topic 220, Comprehensive Income, for the reporting and display of comprehensive loss and its components in the consolidated financial statements. Comprehensive loss comprises net loss and cumulative foreign currency translation adjustments. The accumulated comprehensive loss as of September 30, 2014 and December 31, 2013 was due to foreign currency translation adjustments. | ||
Foreign Currency Transactions | Foreign Currency Transactions | |
Certain transactions are denominated in a currency other than the Company's functional currency, and the Company generates certain assets and liabilities that are fixed in terms of the amount of foreign currency that will be received or paid. At each balance sheet date, the Company adjusts the assets and liabilities to reflect the current exchange rate, resulting in a translation gain or loss. Transaction gains and losses are also realized upon a settlement of a foreign currency transaction in determining net loss for the period in which the transaction is settled. Foreign currency transaction gains and losses were not material for the nine months ended September 30, 2014 and 2013. | ||
Basic and Diluted Net Loss per Common Share | Basic and Diluted Net Loss per Common Share | |
The Company uses the two-class method to compute net loss per common share because the Company has issued securities, other than common stock, that contractually entitle the holders to participate in dividends and earnings of the Company. The two-class method requires earnings for the period to be allocated between common stock and participating securities based upon their respective rights to receive distributed and undistributed earnings. Holders of the Company’s Series A, B, B-1, B-2 and C preferred stock are entitled, on a pari passu basis, to receive dividends when, as, and if declared by the board of directors, prior and in preference to any declaration or payment of any dividend on the common stock until such time as the total dividends paid on each share of Series A, B, B-1, B-2 and C preferred stock is equal to the original issue price of the shares. As a result, all series of the Company’s preferred stock are considered participating securities. | ||
Under the two-class method, for periods with net income, basic net income per common share is computed by dividing the net income attributable to common stockholders by the weighted-average number shares of common stock outstanding during the period. Net income attributable to common stockholders is computed by subtracting from net income the portion of current year earnings that the participating securities would have been entitled to receive pursuant to their dividend rights had all of the year’s earnings been distributed. No such adjustment to earnings is made during periods with a net loss, as the holders of the participating securities have no obligation to fund losses. Diluted net loss per common share is computed under the two-class method by using the weighted-average number of shares of common stock outstanding plus, for periods with net income attributable to common stockholders, the potential dilutive effects of stock options and warrants. In addition, the Company analyzes the potential dilutive effect of the outstanding participating securities under the if-converted method when calculating diluted earnings per share, in which it is assumed that the outstanding participating securities convert into common stock at the beginning of the period. The Company reports the more dilutive of the approaches as its diluted net income per share during the period. Due to net losses for the nine months ended September 30, 2014 and 2013, basic and diluted net loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive. | ||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | |
In May 2014, the FASB issued FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance provides a five-step process to achieve that core principle. ASU 2014-09 requires disclosures enabling users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, using one of two retrospective application methods. Early application is not permitted. The Company has not selected a transition method and is currently evaluating the impact of the provisions of ASC 606. | ||
In August 2014, the FASB issued FASB ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. The new standard provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. The adoption of this standard is not expected to have a material impact on our financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Accounting Policies [Abstract] | ||||||||
Schedule of estimated useful lives of property and equipment | The estimated useful lives of property and equipment are as follows: | |||||||
Computer hardware and equipment | 3 - 5 years | |||||||
Purchased software and licenses | 3 - 5 years | |||||||
Furniture and fixtures | 7 years | |||||||
Leasehold improvements | Lesser of estimated useful life or lease term | |||||||
Property and equipment consisted of the following (in thousands) at: | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Equipment (included equipment under capital lease of $2,666 and $1,640 at September 30, 2014 and December 31, 2013, respectively) | $ | 7,309 | $ | 3,498 | ||||
Furniture and fixtures | 350 | 607 | ||||||
Leasehold improvements | 470 | 2,297 | ||||||
Accumulated depreciation | (4,255 | ) | (2,460 | ) | ||||
Property and equipment, net | $ | 3,874 | $ | 3,942 | ||||
Schedule of Weighted-average grant-date fair value assumptions | The following table summarizes the weighted-average grant-date fair value of options granted in 2014 and the assumptions used to develop their fair values. There were no options granted during the nine months ended September 30, 2013. | |||||||
Nine Months Ended September 30, 2014 | ||||||||
Weighted average grant-date fair value of options | $3.76 | |||||||
Expected volatility | 54.1% - 55.2% | |||||||
Risk-free interest rate | 1.6% - 1.9% | |||||||
Expected life in years | 6.29 | |||||||
Dividend yield | — |
Acquisitions_Tables
Acquisitions (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Business Combinations [Abstract] | ||||||||||||
Schedule of Business Acquisitions, by Acquisition | The following condensed table presents the acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions (in thousands): | |||||||||||
FileBound | ComSci | Clickability | ||||||||||
Cash | $ | 182 | $ | 104 | $ | — | ||||||
Accounts receivable | 1,940 | 951 | 1,773 | |||||||||
Other current assets | 153 | 47 | 297 | |||||||||
Property and equipment | 927 | 61 | 1,519 | |||||||||
Customer relationships | 3,600 | 2,000 | 4,400 | |||||||||
Trade name | 320 | 180 | 250 | |||||||||
Technology | 2,040 | 810 | 2,500 | |||||||||
Goodwill | 7,188 | 3,851 | 3,401 | |||||||||
Other assets | 21 | 8 | — | |||||||||
Total assets acquired | 16,371 | 8,012 | 14,140 | |||||||||
Accounts payable | 113 | 260 | 154 | |||||||||
Accrued expense and other | 266 | 106 | 100 | |||||||||
Deferred revenue | 1,342 | 78 | 1,605 | |||||||||
Total liabilities assumed | 1,721 | 444 | 1,859 | |||||||||
Total consideration | $ | 14,650 | $ | 7,568 | $ | 12,281 | ||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): | |||||||||||||||
Fair Value Measurements at December 31, 2013 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | $ | — | $ | — | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Warrant liabilities | $ | — | $ | — | $ | 525 | $ | 525 | ||||||||
Fair Value Measurements at September 30, 2014 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | $ | — | $ | — | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Warrant liabilities | $ | — | $ | — | $ | 831 | $ | 831 | ||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents additional information about fixed maturity securities measured at fair value on a recurring basis and for which we have utilized significant unobservable (Level 3) inputs to determine fair value: | |||||||||||||||
Ending balance at December 31, 2012 | $ | — | ||||||||||||||
Issuance of preferred stock warrants | 158 | |||||||||||||||
Change in fair value of preferred stock warrants | 367 | |||||||||||||||
Ending balance at December 31, 2013 | $ | 525 | ||||||||||||||
Change in fair value of preferred stock warrants | 306 | |||||||||||||||
Ending balance at September 30, 2014 | $ | 831 | ||||||||||||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||
Schedule of Goodwill | Changes in the Company’s goodwill balance for the nine months ended September 30, 2014 are summarized in the table below (in thousands): | |||||||||||||
Balance at December 31, 2013 | $ | 33,630 | ||||||||||||
Finalization of 2013 business combination | (82 | ) | ||||||||||||
Foreign currency translation adjustment | (411 | ) | ||||||||||||
Balance at September 30, 2014 | $ | 33,137 | ||||||||||||
Schedule of Finite-Lived Intangible Assets | The following is a summary of the Company’s intangible assets, net (in thousands): | |||||||||||||
Estimated Useful | Gross | Accumulated | Net Carrying | |||||||||||
Life (Years) | Carrying Amount | Amortization | Amount | |||||||||||
December 31, 2013: | ||||||||||||||
Customer relationships | 10 | $ | 26,799 | $ | 3,244 | $ | 23,555 | |||||||
Trade name | 3 | 2,598 | 1,422 | 1,176 | ||||||||||
Developed technology | 7-Apr | 11,825 | 1,809 | 10,016 | ||||||||||
Total intangible assets | $ | 41,222 | $ | 6,475 | $ | 34,747 | ||||||||
Estimated Useful | Gross | Accumulated | Net Carrying | |||||||||||
Life (Years) | Carrying Amount | Amortization | Amount | |||||||||||
September 30, 2014: | ||||||||||||||
Customer relationships | 10 | $ | 26,513 | $ | 5,181 | $ | 21,332 | |||||||
Trade name | 3-Jan | 2,591 | 1,875 | 716 | ||||||||||
Developed technology | 7-Apr | 11,722 | 3,139 | 8,583 | ||||||||||
Total intangible assets | $ | 40,826 | $ | 10,195 | $ | 30,631 | ||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): | |||||||||||||
Amortization | ||||||||||||||
Expense | ||||||||||||||
Year ending December 31: | ||||||||||||||
Remainder of 2014 | $ | 1,279 | ||||||||||||
2015 | 4,895 | |||||||||||||
2016 | 4,678 | |||||||||||||
2017 | 4,471 | |||||||||||||
2018 and thereafter | 15,308 | |||||||||||||
Total | $ | 30,631 | ||||||||||||
Debt_Tables
Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of Long-term Debt Instruments | Long-term debt consisted of the following at September 30, 2014 and December 31, 2013 (in thousands): | |||||||
30-Sep-14 | 31-Dec-13 | |||||||
Senior secured notes (less discount of $87 at September 30, 2014 and $123 at December 31, 2013) | $ | 17,858 | $ | 20,678 | ||||
Revolving credit facility | 4,767 | 3,067 | ||||||
Seller notes due 2014 (less discount of $9 at September 30, 2014 and $62 at December 31, 2013, respectively) | 1,491 | 1,438 | ||||||
Seller notes due 2015 | 3,000 | 3,000 | ||||||
Seller notes due 2016 | 500 | 500 | ||||||
27,616 | 28,683 | |||||||
Less current maturities | (27,116 | ) | (5,245 | ) | ||||
Total long-term debt | $ | 500 | $ | 23,438 | ||||
Schedule of Maturities of Long-term Debt | Future debt maturities of long-term debt at September 30, 2014 are as follows (in thousands): | |||||||
Year ending December 31: | ||||||||
Remaining 2014 | $ | 2,498 | ||||||
2015 | 12,298 | |||||||
2016 | 5,071 | |||||||
2017 | 5,256 | |||||||
2018 | 2,589 | |||||||
Thereafter | — | |||||||
Total | $ | 27,712 | ||||||
Net_Loss_Per_Share_Applicable_1
Net Loss Per Share Applicable to Common Stockholders (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | The following table sets for the computations of loss per share (in thousands, except share and per share amounts): | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended | |||||||||||||||
September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Numerators: | ||||||||||||||||
Loss from continuing operations attributable to common stockholders | $ | (2,445 | ) | $ | (1,233 | ) | $ | (17,442 | ) | $ | (3,507 | ) | ||||
Income (loss) from discontinued operations attributable to common stockholders | — | (195 | ) | — | (511 | ) | ||||||||||
Preferred stock dividends and accretion | (445 | ) | (11 | ) | (1,320 | ) | (33 | ) | ||||||||
Net loss attributable to common stockholders | $ | (2,890 | ) | $ | (1,439 | ) | $ | (18,762 | ) | $ | (4,051 | ) | ||||
Denominator: | ||||||||||||||||
Weighted–average common shares outstanding, basic and diluted | 3,610,459 | 1,232,626 | 3,350,786 | 1,118,813 | ||||||||||||
Loss from continuing operations per share, basic and diluted | $ | (0.80 | ) | $ | (1.01 | ) | $ | (5.60 | ) | $ | (3.16 | ) | ||||
Loss from discontinued operations per share, basic and diluted | $ | — | $ | (0.16 | ) | $ | — | $ | (0.46 | ) | ||||||
Net loss per common share, basic and diluted | $ | (0.80 | ) | $ | (1.17 | ) | $ | (5.60 | ) | $ | (3.62 | ) | ||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table sets forth the anti–dilutive common share equivalents: | |||||||||||||||
Nine Months Ended September 30, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Redeemable Convertible preferred stock: | ||||||||||||||||
Series A preferred stock | 2,821,181 | 2,821,181 | ||||||||||||||
Series B preferred stock | 1,701,909 | 1,701,909 | ||||||||||||||
Series B–1 preferred stock | 237,740 | 237,740 | ||||||||||||||
Series B–2 preferred stock | 155,598 | — | ||||||||||||||
Series C preferred stock | 1,918,048 | — | ||||||||||||||
Stock options | 702,849 | 170,248 | ||||||||||||||
Restricted stock | 338,773 | 402,753 | ||||||||||||||
Total anti–dilutive common share equivalents | 7,876,098 | 5,333,831 | ||||||||||||||
Property_and_Equipment_Net_Tab
Property and Equipment, Net (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Schedule of property and equipment | The estimated useful lives of property and equipment are as follows: | |||||||
Computer hardware and equipment | 3 - 5 years | |||||||
Purchased software and licenses | 3 - 5 years | |||||||
Furniture and fixtures | 7 years | |||||||
Leasehold improvements | Lesser of estimated useful life or lease term | |||||||
Property and equipment consisted of the following (in thousands) at: | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Equipment (included equipment under capital lease of $2,666 and $1,640 at September 30, 2014 and December 31, 2013, respectively) | $ | 7,309 | $ | 3,498 | ||||
Furniture and fixtures | 350 | 607 | ||||||
Leasehold improvements | 470 | 2,297 | ||||||
Accumulated depreciation | (4,255 | ) | (2,460 | ) | ||||
Property and equipment, net | $ | 3,874 | $ | 3,942 | ||||
Stockholders_Deficit_Tables
Stockholders' Deficit (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Equity [Abstract] | ||||||||||||||||
Schedule of stock option activity | Stock option activity during the nine months ended September 30, 2014 was as follows: | |||||||||||||||
Number of Options Outstanding | Weighted-Average Exercise Price | |||||||||||||||
Outstanding at December 31, 2013 | 357,991 | $1.40 | ||||||||||||||
Options granted | 386,797 | $7.02 | ||||||||||||||
Options exercised | (313 | ) | $1.77 | |||||||||||||
Options forfeited | (41,626 | ) | $3.05 | |||||||||||||
Outstanding at September 30, 2014 | 702,849 | $4.40 | ||||||||||||||
Schedule of allocated share-based compensation expense | The Company recognized share-based compensation expense from all awards in the following expense categories: | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Cost of subscription and support revenue | $ | 8,346 | $ | 2,179 | $ | 21,322 | $ | 6,538 | ||||||||
Cost of professional services revenue | 4,969 | 1,893 | 15,747 | 5,678 | ||||||||||||
Sales and marketing | 9,811 | 3,740 | 24,123 | 11,219 | ||||||||||||
Research and development | 16,054 | 3,115 | 44,736 | 9,345 | ||||||||||||
General and administrative | 210,562 | 113,672 | 510,830 | 341,017 | ||||||||||||
Total | $ | 249,742 | $ | 124,599 | $ | 616,758 | $ | 373,797 | ||||||||
Domestic_and_Foreign_Operation1
Domestic and Foreign Operations (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Domestic and Foreign Operations [Abstract] | ||||||||||||||||
Schedule of revenues and long lived assets by geographical area | The Company has operations in the U.S., Canada and Europe. Information about these operations is presented below (in thousands): | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenues: | ||||||||||||||||
U.S. | $ | 12,856 | $ | 8,199 | $ | 37,870 | $ | 21,931 | ||||||||
Canada | 929 | 673 | 2,811 | 2,563 | ||||||||||||
Other International | 2,490 | 1,520 | 7,418 | 4,565 | ||||||||||||
Total Revenues | $ | 16,275 | $ | 10,392 | $ | 48,099 | $ | 29,059 | ||||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Deferred Finance Costs [Abstract] | ||
Write off of deferred financing costs | $164,000 | |
Revenue Recognition [Abstract] | ||
Maintenance agreements revenue recognition period | 1 year | |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of intangible asset | 1,100,000 | |
Minimum [Member] | ||
Revenue Recognition [Abstract] | ||
Subscription and support revenue recognition period | 1 year | |
Hosting services arrangement period | 1 year | |
Maximum [Member] | ||
Revenue Recognition [Abstract] | ||
Subscription and support revenue recognition period | 3 years | |
Hosting services arrangement period | 3 years | |
Computer Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Abstract] | ||
Estimated useful life | 3 years | |
Computer Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Abstract] | ||
Estimated useful life | 5 years | |
Purchased Software and Licenses [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Abstract] | ||
Estimated useful life | 3 years | |
Purchased Software and Licenses [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Abstract] | ||
Estimated useful life | 5 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Abstract] | ||
Estimated useful life | 7 years | |
IPO [Member] | ||
Deferred Finance Costs [Abstract] | ||
Offering expenses related to IPO | 3,000,000 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Fair Value Assumptions) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Weighted average grant-date fair value of options | $3.76 |
Expected life in years | 6 years 3 months 15 days |
Dividend yield | $0 |
Minimum [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Expected volatility | 54.10% |
Risk-free interest rate | 1.60% |
Maximum [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Expected volatility | 55.20% |
Risk-free interest rate | 1.90% |
Acquisitions_2013_Acquisitions
Acquisitions (2013 Acquisitions) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | |
16-May-13 | Dec. 31, 2013 | Nov. 07, 2013 | Dec. 23, 2013 | Nov. 30, 2014 | |
FileBound [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of voting interests acquired | 100.00% | ||||
Total purchase consideration | $14,650,000 | ||||
Cash payment portion of purchase price | 182,000 | ||||
Revenue since date of acquisition | 4,959,000 | ||||
ComSci [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of voting interests acquired | 100.00% | ||||
Total purchase consideration | 7,568,000 | ||||
Cash payment portion of purchase price | 104,000 | ||||
Revenue since date of acquisition | 937,000 | ||||
Clickability [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of voting interests acquired | 100.00% | ||||
Total purchase consideration | 12,281,000 | ||||
Common Stock [Member] | ComSci [Member] | |||||
Business Acquisition [Line Items] | |||||
Numbers of share issued in acquisition | 155,599 | ||||
Preferred Stock [Member] | FileBound [Member] | Series B-1 Preferred Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Numbers of share issued in acquisition | 106,572 | ||||
Value of shares issued in acquisition | 624,000 | ||||
Preferred Stock [Member] | ComSci [Member] | Series B-2 Preferred Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Numbers of share issued in acquisition | 155,598 | ||||
Value of shares issued in acquisition | 949,000 | ||||
Notes Payable [Member] | FileBound [Member] | |||||
Business Acquisition [Line Items] | |||||
Liability recorded at date of acquisition | 3,500,000 | ||||
Subsequent Event [Member] | ComSci [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash payment portion of purchase price | $750,000 |
Acquisitions_Assets_Acquired_a
Acquisitions (Assets Acquired and Liabilities Assumed) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Business Acquisition [Line Items] | ||
Goodwill | $33,137 | $33,630 |
FileBound [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 182 | |
Accounts receivable | 1,940 | |
Other current assets | 153 | |
Property and equipment | 927 | |
Goodwill | 7,188 | |
Other assets | 21 | |
Total assets acquired | 16,371 | |
Accounts payable | 113 | |
Accrued expense and other | 266 | |
Deferred revenue | 1,342 | |
Total liabilities assumed | 1,721 | |
Total consideration | 14,650 | |
ComSci [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 104 | |
Accounts receivable | 951 | |
Other current assets | 47 | |
Property and equipment | 61 | |
Goodwill | 3,851 | |
Other assets | 8 | |
Total assets acquired | 8,012 | |
Accounts payable | 260 | |
Accrued expense and other | 106 | |
Deferred revenue | 78 | |
Total liabilities assumed | 444 | |
Total consideration | 7,568 | |
Clickability [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 0 | |
Accounts receivable | 1,773 | |
Other current assets | 297 | |
Property and equipment | 1,519 | |
Goodwill | 3,401 | |
Other assets | 0 | |
Total assets acquired | 14,140 | |
Accounts payable | 154 | |
Accrued expense and other | 100 | |
Deferred revenue | 1,605 | |
Total liabilities assumed | 1,859 | |
Total consideration | 12,281 | |
Customer Relationships [Member] | FileBound [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets | 3,600 | |
Customer Relationships [Member] | ComSci [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets | 2,000 | |
Customer Relationships [Member] | Clickability [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets | 4,400 | |
Trade Names [Member] | FileBound [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets | 320 | |
Trade Names [Member] | ComSci [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets | 180 | |
Trade Names [Member] | Clickability [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets | 250 | |
Technology [Member] | FileBound [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets | 2,040 | |
Technology [Member] | ComSci [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets | 810 | |
Technology [Member] | Clickability [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets | $2,500 |
Fair_Value_Measurements_Assets
Fair Value Measurements (Assets and Liabilties at Fair Value, Recurring Basis) (Details) (Fair Value, Measurements, Recurring [Member], USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets: | ||
Assets | $0 | $0 |
Liabilities: | ||
Warrant liabilities | 831 | 525 |
Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Assets | 0 | 0 |
Liabilities: | ||
Warrant liabilities | 831 | 525 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Assets | 0 | 0 |
Liabilities: | ||
Warrant liabilities | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Assets | 0 | 0 |
Liabilities: | ||
Warrant liabilities | $0 | $0 |
Fair_Value_Measurements_Fixed_
Fair Value Measurements (Fixed Maturity Securities) (Details) (Fair Value, Measurements, Recurring [Member], Fair Value, Inputs, Level 3 [Member], Warrant [Member], USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $525 | $0 |
Issuance of preferred stock warrants | 158 | |
Change in fair value of preferred stock warrants | 306 | 367 |
Ending balance | $831 | $525 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets (Schedule of Goodwill) (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Goodwill [Roll Forward] | |
Beginning Balance, Goodwill | $33,630 |
Finalization of 2013 business combination | -82 |
Foreign currency translation adjustment | -411 |
Ending Balance, Goodwill | $33,137 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets (Intangible Assets, Net) (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $40,826 | $41,222 |
Accumulated Amortization | 10,195 | 6,475 |
Net Carrying Amount | 30,631 | 34,747 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 26,513 | 26,799 |
Accumulated Amortization | 5,181 | 3,244 |
Net Carrying Amount | 21,332 | 23,555 |
Estimated Useful Life | 10 years | 10 years |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,591 | 2,598 |
Accumulated Amortization | 1,875 | 1,422 |
Net Carrying Amount | 716 | 1,176 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 11,722 | 11,825 |
Accumulated Amortization | 3,139 | 1,809 |
Net Carrying Amount | $8,583 | $10,016 |
Minimum [Member] | Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 1 year | 1 year |
Minimum [Member] | Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 4 years | 4 years |
Maximum [Member] | Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 3 years | 3 years |
Maximum [Member] | Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 7 years | 7 years |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets (Estimated Annual Amortization Expense) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2014 | $1,279 | |
2015 | 4,895 | |
2016 | 4,678 | |
2017 | 4,471 | |
2018 and thereafter | 15,308 | |
Net Carrying Amount | $30,631 | $34,747 |
Goodwill_and_Other_Intangible_5
Goodwill and Other Intangible Assets (Narrative) (Details) (USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization charge of intangible asset | $3,800 | $3,500 | |
PowerSteering [Member] | Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life | 3 years | ||
Amortization charge of intangible asset | $1,060 |
Income_Taxes_Details
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate (as a percent) | -21.90% | -5.90% | -6.90% | -6.10% |
Debt_Longterm_Debt_Details
Debt (Long-term Debt) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Long-term debt | $27,616 | $28,683 |
Less current maturities | -27,116 | -5,245 |
Total long-term debt | 500 | 23,438 |
Senior Secured Notes [Member] | Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 17,858 | 20,678 |
Note discount | 87 | 123 |
Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 4,767 | 3,067 |
Seller Notes Due 2014 [Member] | Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,491 | 1,438 |
Note discount | 9 | 62 |
Seller Notes Due 2015 [Member] | Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 3,000 | 3,000 |
Seller Notes Due 2016 [Member] | Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $500 | $500 |
Debt_US_Loan_Agreement_Details
Debt (US Loan Agreement) (Details) (USD $) | 4 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | |||
Mar. 01, 2014 | Mar. 05, 2012 | Apr. 30, 2013 | Dec. 31, 2012 | Mar. 31, 2012 | Sep. 30, 2014 | Dec. 31, 2013 | |
Line of Credit Facility [Line Items] | |||||||
Exercise price of warrants (in dollars per share) | 6.1 | $6.10 | |||||
Line of Credit [Member] | U.S. Loan Agreement [Member] | Comerica Bank [Member] | Secured Accounts Receivable Revolving Loan Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | 5,000,000 | ||||||
Outstanding borrowings | 4,800,000 | 2,100,000 | |||||
Line of Credit [Member] | U.S. Loan Agreement [Member] | Comerica Bank [Member] | Secured Term Loan Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | 19,500,000 | ||||||
Outstanding borrowings | 17,100,000 | 19,100,000 | |||||
Percentage of principal on term loans to be paid monthly | 5.00% | ||||||
Line of Credit [Member] | U.S. Loan Agreement [Member] | Comerica Bank [Member] | Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | 24,500,000 | ||||||
Prime Rate [Member] | Line of Credit [Member] | U.S. Loan Agreement [Member] | Comerica Bank [Member] | Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 1.75% | ||||||
Variable interest rate | 5.00% | ||||||
Series B Preferred Stock [Member] | U.S. Loan Agreement [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Number of shares granted to purchase by warrant | 37,164 | 6,558 | 19,675 | ||||
Exercise price of warrants (in dollars per share) | $1 | $1 | $1 | ||||
Period warrant is exercisable | 10 years | 10 years | 10 years | ||||
Fair value of warrant at time of issuance | 158,000 | ||||||
Debt discount | $158,000 | ||||||
April 1, 2014 to March 1, 2015 [Member] | Line of Credit [Member] | U.S. Loan Agreement [Member] | Comerica Bank [Member] | Secured Term Loan Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Percentage of principal on term loans to be paid monthly | 15.00% | ||||||
April 1, 2015 to March 1, 2016 [Member] | Line of Credit [Member] | U.S. Loan Agreement [Member] | Comerica Bank [Member] | Secured Term Loan Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Percentage of principal on term loans to be paid monthly | 25.00% | ||||||
April 1, 2016 to March 1, 2017 [Member] | Line of Credit [Member] | U.S. Loan Agreement [Member] | Comerica Bank [Member] | Secured Term Loan Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Percentage of principal on term loans to be paid monthly | 25.00% | ||||||
April 1, 2017 to March 1, 2018 [Member] | Line of Credit [Member] | U.S. Loan Agreement [Member] | Comerica Bank [Member] | Secured Term Loan Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Percentage of principal on term loans to be paid monthly | 30.00% |
Debt_Canadian_Loan_Agreement_D
Debt (Canadian Loan Agreement) (Details) (Canadian Loan Agreement [Member], USD $) | 9 Months Ended | 0 Months Ended | 1 Months Ended | ||
Sep. 30, 2014 | Feb. 10, 2012 | Feb. 29, 2012 | Dec. 31, 2013 | 1-May-13 | |
installment | |||||
Line of Credit [Member] | Comerica Bank [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Increase in interest rate upon default | 5.00% | ||||
Tenrox Inc. [Member] | Line of Credit [Member] | Comerica Bank [Member] | Secured Accounts Receivable Revolving Loan Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 3,000,000 | ||||
Outstanding borrowings | 0 | 1,000,000 | |||
Tenrox Inc. [Member] | Line of Credit [Member] | Comerica Bank [Member] | Secured Term Loan Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 2,500,000 | ||||
Outstanding borrowings | 700,000 | 1,700,000 | |||
Number of monthly installments on term loan advances | 24 | ||||
Tenrox Inc. [Member] | Line of Credit [Member] | Comerica Bank [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 5,500,000 | ||||
Prime Rate [Member] | Tenrox Inc. [Member] | Line of Credit [Member] | Comerica Bank [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.75% | ||||
Series A Preferred Stock [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Number of shares granted to purchase by warrant | 19,675 | ||||
Share price of preferred stock | $6.10 | ||||
Period warrant is exercisable | 10 years |
Debt_Seller_Notes_Details
Debt (Seller Notes) (Details) (USD $) | Sep. 30, 2014 | 31-May-13 |
Business Acquisition [Line Items] | ||
Note payment due in 2015 | $12,298,000 | |
Note payment due in 2016 | 5,071,000 | |
Seller Notes Payable [Member] | FileBound [Member] | ||
Business Acquisition [Line Items] | ||
Note face amount | 3,500,000 | |
Stated interest rate | 5.00% | |
Seller Notes Due 2015 [Member] | FileBound [Member] | ||
Business Acquisition [Line Items] | ||
Note payment due in 2015 | 3,000,000 | |
Seller Notes Due 2016 [Member] | FileBound [Member] | ||
Business Acquisition [Line Items] | ||
Note payment due in 2016 | $500,000 |
Debt_Future_Debt_Maturities_of
Debt (Future Debt Maturities of Long-term Debt) (Details) (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Debt Disclosure [Abstract] | |
Remaining 2014 | $2,498 |
2015 | 12,298 |
2016 | 5,071 |
2017 | 5,256 |
2018 | 2,589 |
Thereafter | 0 |
Long-term debt | $27,712 |
Debt_Convertible_Promissory_No
Debt (Convertible Promissory Notes) (Details) (Convertible Promissory Note [Member], USD $) | 1 Months Ended |
In Millions, unless otherwise specified | Oct. 31, 2013 |
Debt Instrument [Line Items] | |
Notes payable | $4.90 |
Stated interest rate | 5.00% |
Interest Expense [Member] | |
Debt Instrument [Line Items] | |
Beneficial conversion feature amount | $1.20 |
Preferred Stock [Member] | |
Debt Instrument [Line Items] | |
Conversion ratio for shares of preferred stock | 0.8 |
Net_Loss_Per_Share_Applicable_2
Net Loss Per Share Applicable to Common Stockholders (Computation of Loss Per Share) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Numerators: | ||||
Loss from continuing operations attributable to common stockholders | ($2,445) | ($1,233) | ($17,442) | ($3,507) |
Income (loss) from discontinued operations attributable to common stockholders | 0 | -195 | 0 | -511 |
Preferred stock dividends and accretion | -445 | -11 | -1,320 | -33 |
Net loss attributable to common shareholders | ($2,890) | ($1,439) | ($18,762) | ($4,051) |
Denominator: | ||||
Weighted–average common shares outstanding, basic and diluted (in shares) | 3,610,459 | 1,232,626 | 3,350,786 | 1,118,813 |
Loss from continuing operations per share, basic and diluted (in USD per share) | ($0.80) | ($1.01) | ($5.60) | ($3.16) |
Loss from discontinued operations per share, basic and diluted (in USD per share) | $0 | ($0.16) | $0 | ($0.46) |
Net loss per common share, basic and diluted (in USD per share) | ($0.80) | ($1.17) | ($5.60) | ($3.62) |
Net_Loss_Per_Share_Applicable_3
Net Loss Per Share Applicable to Common Stockholders (Anti–Dilutive Common Share Equivalents) (Details) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti–dilutive common share equivalents | 7,876,098 | 5,333,831 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti–dilutive common share equivalents | 702,849 | 170,248 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti–dilutive common share equivalents | 338,773 | 402,753 |
Series A Preferred Stock [Member] | Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti–dilutive common share equivalents | 2,821,181 | 2,821,181 |
Series B Preferred Stock [Member] | Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti–dilutive common share equivalents | 1,701,909 | 1,701,909 |
Series B-1 Preferred Stock [Member] | Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti–dilutive common share equivalents | 237,740 | 237,740 |
Series B-2 Preferred Stock [Member] | Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti–dilutive common share equivalents | 155,598 | 0 |
Series C Preferred Stock [Member] | Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti–dilutive common share equivalents | 1,918,048 | 0 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 9 Months Ended | 0 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 18, 2014 | |
sqft | |||
Line of Credit Facility [Line Items] | |||
Subleased office space in square feet | 6,255 | ||
Increased subleased office space in square feet | 9,896 | ||
Term of sublease | 5 years | ||
Amount of base rent payments during the term | $619,000 | ||
Additional base rent payments | 1,100,000 | ||
Purchase obligation | 2,100,000 | ||
Increase in obligation of second year if a 10% increase in revenue | 213,000 | ||
Purchase obligation in second year if revenue increases 10% | 2,300,000 | ||
Increase in obligation of third year if a 10% increase in revenue | 234,000 | ||
Purchase obligation in third year if revenue increases 10% | 2,579,418 | ||
Rent expense | 1,133,000 | 751,000 | |
Letter of Credit [Member] | |||
Line of Credit Facility [Line Items] | |||
Letter of credit amount with bank | 150,000 | ||
Grand Junction, Inc. [Member] | Building [Member] | |||
Line of Credit Facility [Line Items] | |||
Subleased office space in square feet | 7,740 | ||
Term of sublease | 29 months | ||
Amount of base rent payments during the term | 861,000 | ||
Grand Junction, Inc. [Member] | Furniture and Fixtures [Member] | |||
Line of Credit Facility [Line Items] | |||
Total consideration of sale leaseback | 120,000 | ||
Number of monthly leaseback payments | 12 | ||
Amount of monthly leaseback payments | 10,000 | ||
Dell Financial Services [Member] | Computer Equipment [Member] | |||
Line of Credit Facility [Line Items] | |||
Term of capital lease | 48 months | ||
Approximate future payments due | 731,000 | ||
IBM [Member] | Computer Equipment [Member] | |||
Line of Credit Facility [Line Items] | |||
Term of capital lease | 36 months | ||
Approximate future payments due | $380,000 |
Property_and_Equipment_Net_Det
Property and Equipment, Net (Details) (USD $) | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $1,600 | $575 | |
Property, Plant and Equipment, Net [Abstract] | |||
Accumulated depreciation | -4,255 | -2,460 | |
Property and equipment, net | 3,874 | 3,942 | |
Equipment [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and Equipment | 7,309 | 3,498 | |
Capital lease assets, gross | 2,666 | 1,640 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and Equipment | 350 | 607 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and Equipment | $470 | $2,297 |
Stockholders_Deficit_Common_St
Stockholders' Deficit (Common Stock) (Details) (USD $) | 1 Months Ended | ||||
Jul. 31, 2010 | Nov. 30, 2013 | Oct. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Class of Stock [Line Items] | |||||
Proceeds from issuance of common stock | $965 | ||||
Shares remain unvested, (in shares) | 240,280 | 626,460 | |||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Issuance of restricted stock (in shares) | 1,582,635 | 113,085 | |||
Shares issued, price per share | $0.00 | $1.22 | |||
Proceeds from issuance of common stock | 138,000 | ||||
Issuance of common stock, acquisitions (in shares) | 155,599 | ||||
Additional Paid-in Capital [Member] | |||||
Class of Stock [Line Items] | |||||
Issuance of common stock, acquisitions | 275,000 |
Stockholders_Deficit_Stock_Opt
Stockholders' Deficit (Stock Options) (Details) (Stock Options [Member]) | 12 Months Ended | |
Dec. 31, 2013 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock shares to permit exercise of options outstanding | 357,991 | 702,849 |
Upland Software, Inc. 2010 Stock Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock shares reserved for issuance under the plan | 947,367 | |
Common stock shares to permit exercise of options outstanding | 357,991 | |
Exercise price of common stock as a percentage of its fair market value | 100.00% | |
Maximum term of stock options | 10 years | |
Vesting period of stock options | 4 years |
Stockholders_Deficit_Stock_Opt1
Stockholders' Deficit (Stock Option Activity) (Details) (Stock Options [Member], USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Stock Options [Member] | |
Number of Options Outstanding | |
Number of Options Outstanding at beginning of period | 357,991 |
Number of Options Outstanding, options granted | 386,797 |
Number of Options Outstanding, options exercised | -313 |
Number of Options Outstanding, options forfeited | -41,626 |
Number of Options Outstanding at end of period | 702,849 |
Weighted-Average Exercise Price | |
Weighted-Average Exercise Price, beginning of period | $1.40 |
Weighted-Average Exercise Price, options granted | $7.02 |
Weighted-Average Exercise Price, options exercised | $1.77 |
Weighted-Average Exercise Price, options forfeited | $3.05 |
Weighted-Average Exercise Price, end of period | $4.40 |
Stockholders_Deficit_Restricte
Stockholders' Deficit (Restricted Stock Unit Awards) (Details) (USD $) | 0 Months Ended |
Sep. 02, 2014 | |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant-date fair value price of restricted stock units | $8.73 |
Service-Based Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of restricted stock units | 294,010 |
Tranche One [Member] | Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of restricted stock units | 40,990 |
Vesting period of restricted stock units | 3 years |
Tranche Two [Member] | Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of restricted stock units | 253,020 |
Vesting period of restricted stock units | 4 years |
Stockholders_Deficit_Shared_Ba
Stockholders' Deficit (Shared Based Compensation) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | $249,742 | $124,599 | $616,758 | $373,797 |
Cost of Subscription and Support Revenue [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | 8,346 | 2,179 | 21,322 | 6,538 |
Cost of Professional Services Revenue [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | 4,969 | 1,893 | 15,747 | 5,678 |
Sales and Marketing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | 9,811 | 3,740 | 24,123 | 11,219 |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | 16,054 | 3,115 | 44,736 | 9,345 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | $210,562 | $113,672 | $510,830 | $341,017 |
Redeemable_Convertible_Preferr1
Redeemable Convertible Preferred Stock (Details) (USD $) | 9 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Jan. 31, 2012 | Dec. 31, 2011 | Nov. 30, 2012 | 31-May-13 | Nov. 30, 2013 | Dec. 31, 2012 | |
Temporary Equity [Line Items] | |||||||||
Issuance costs | $97,000 | $0 | |||||||
Shares remaining subject to forfeiture, (in shares) | 240,280 | 626,460 | |||||||
Series A Redeemable Convertible Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Shares issued (in shares) | 2,821,181 | 2,821,181 | |||||||
Series B Redeemable Convertible Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Shares issued (in shares) | 1,701,909 | 1,701,909 | |||||||
Redeemable Convertible Preferred Stock, Series B-1 Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Shares issued (in shares) | 237,740 | 237,740 | |||||||
Redeemable Convertible Preferred Stock, Series B-2 Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Shares issued (in shares) | 155,598 | 155,598 | |||||||
Series C Redeemable Convertible Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Shares issued (in shares) | 1,918,048 | 1,918,048 | |||||||
Proceeds from Issuance of Redeemable Convertible Promissory Bridge Notes and Accrued Interest | 4,900,000 | ||||||||
Preferred Stock [Member] | Series A Redeemable Convertible Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Shares issued (in shares) | 169,054 | 2,652,110 | |||||||
Proceeds from issuance of stock | 1,000,000 | 16,000,000 | |||||||
Issuance costs | 24,000 | 199,000 | |||||||
Preferred Stock [Member] | Series B Redeemable Convertible Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Shares issued (in shares) | 1,701,909 | ||||||||
Proceeds from issuance of stock | 10,400,000 | ||||||||
Issuance costs | 22,000 | ||||||||
Preferred Stock [Member] | Series C Redeemable Convertible Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Shares issued (in shares) | 1,918,048 | ||||||||
Proceeds from issuance of stock | 19,700,000 | ||||||||
Issuance costs | 82,000 | ||||||||
EPM Live [Member] | Preferred Stock [Member] | Redeemable Convertible Preferred Stock, Series B-1 Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Shares remaining subject to forfeiture, (in shares) | 131,168 | ||||||||
Stock compensation not yet amortized | 48,000 | ||||||||
Numbers of share issued in acquisition | 131,168 | ||||||||
Value of shares issued in acquisition | 800,000 | ||||||||
Preferred stock vesting period | 24 months | ||||||||
FileBound [Member] | Preferred Stock [Member] | Redeemable Convertible Preferred Stock, Series B-1 Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Numbers of share issued in acquisition | 106,572 | ||||||||
Value of shares issued in acquisition | 624,000 | ||||||||
ComSci [Member] | Preferred Stock [Member] | Redeemable Convertible Preferred Stock, Series B-2 Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Numbers of share issued in acquisition | 155,598 | ||||||||
Value of shares issued in acquisition | $949,000 |
Preferred_Stock_Warrants_Detai
Preferred Stock Warrants (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Class of Warrant or Right [Line Items] | ||
Exercise price of warrants (in dollars per share) | $6.10 | $6.10 |
Series A Preferred Stock [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 19,675 | 19,675 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 56,839 | 56,839 |
Employee_Benefit_Plans_Details
Employee Benefit Plans (Details) | Sep. 30, 2014 |
retirement_plan | |
Compensation and Retirement Disclosure [Abstract] | |
Number of voluntary defined contribution plans | 2 |
Domestic_and_Foreign_Operation2
Domestic and Foreign Operations (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $16,275 | $10,392 | $48,099 | $29,059 |
U.S. [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 12,856 | 8,199 | 37,870 | 21,931 |
Canada [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 929 | 673 | 2,811 | 2,563 |
Other International [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $2,490 | $1,520 | $7,418 | $4,565 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 9 Months Ended | 1 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Jan. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | ||||
Shares issued to related party | 3,949,216 | 1,851,319 | ||
Purchase obligation | $2,100,000 | |||
Increase in obligation of second year if a 10% increase in revenue | 213,000 | |||
Purchase obligation in second year if revenue increases 10% | 2,300,000 | |||
Increase in obligation of third year if a 10% increase in revenue | 234,000 | |||
Purchase obligation in third year if revenue increases 10% | 2,579,418 | |||
Investor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amount of related party transaction | 1,300,000 | 1,600,000 | ||
Shares issued to related party | 1,803,574 | |||
Purchase obligation | 2,100,000 | |||
Increase in obligation of second year if a 10% increase in revenue | 213,000 | |||
Purchase obligation in second year if revenue increases 10% | 2,300,000 | |||
Increase in obligation of third year if a 10% increase in revenue | 234,000 | |||
Purchase obligation in third year if revenue increases 10% | 2,600,000 | |||
Research and Development Expense [Member] | Investor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Noncash charge recorded in research and development | $11,200,000 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 9 Months Ended | 0 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Nov. 12, 2014 | Nov. 20, 2014 | Dec. 10, 2014 | Oct. 24, 2014 | |
Subsequent Event [Line Items] | ||||||
Costs incurred in IPO | $97,000 | $0 | ||||
IPO [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock issued in IPO (in shares) | 3,846,154 | |||||
Share price of stock in IPO (in dollars per share) | $12 | |||||
Proceeds from IPO | 42,900,000 | |||||
Costs incurred in IPO | 3,800,000 | |||||
Solution Q, Inc. [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Purchase consideration | 5,800,000 | |||||
Cash payable portion of purchase consideration | 3,200,000 | |||||
Cash payment portion of purchase price | 400,000 | |||||
Cash holdback payable | 900,000 | |||||
Mobile Commons, Inc. [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Cash payable portion of purchase consideration | 5,100,000 | |||||
Cash payment portion of purchase price | 200,000 | |||||
Cash payable to escrow | 700,000 | |||||
Common Stock [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.164 | |||||
Common Stock [Member] | Solution Q, Inc. [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Issuance of common stock, acquisitions (in shares) | 150,977 | |||||
Common Stock [Member] | Mobile Commons, Inc. [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Issuance of common stock, acquisitions (in shares) | 386,253 | |||||
Issuance of common stock to be held in escrow, acquisitions (in shares) | 44,192 | |||||
Value of unregistered common stock shares | $500,000 | |||||
Preferred Stock [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.164 |