Document_and_Entity_Informatio
Document and Entity Information Document | 3 Months Ended | |
Mar. 31, 2015 | Apr. 22, 2015 | |
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 | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | FALSE | |
Entity Common Stock, Shares Outstanding | 15,268,734 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $26,588 | $30,988 |
Accounts receivable, net of allowance of $894 and $890 as of March 31, 2015 and December 31, 2014, respectively | 14,807 | 14,559 |
Prepaid and other | 2,397 | 2,069 |
Total current assets | 43,792 | 47,616 |
Canadian tax credits receivable | 3,760 | 3,959 |
Property and equipment, net | 4,084 | 3,930 |
Intangible assets, net | 32,625 | 34,751 |
Goodwill | 43,966 | 45,146 |
Other assets | 431 | 364 |
Total assets | 128,658 | 135,766 |
Current liabilities: | ||
Accounts payable | 3,095 | 2,258 |
Accrued compensation | 2,128 | 2,372 |
Accrued expenses and other | 3,841 | 4,304 |
Deferred revenue | 21,952 | 21,182 |
Due to seller | 1,456 | 4,365 |
Current maturities of notes payable | 8,187 | 10,964 |
Total current liabilities | 40,659 | 45,445 |
Commitments and contingencies (Note 9) | ||
Canadian tax credit liability to sellers | 1,486 | 1,616 |
Notes payable, less current maturities | 14,196 | 12,407 |
Deferred revenue | 101 | 194 |
Noncurrent deferred tax liability, net | 2,856 | 3,006 |
Other long-term liabilities | 1,822 | 1,701 |
Total liabilities | 61,120 | 64,369 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 50,000,000 shares authorized: 15,265,761 and 15,249,118 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively | 2 | 2 |
Additional paid-in capital | 108,897 | 108,337 |
Accumulated other comprehensive loss | -2,392 | -1,716 |
Accumulated deficit | -38,969 | -35,226 |
Total stockholders’ equity | 67,538 | 71,397 |
Total liabilities and stockholders’ equity | $128,658 | $135,766 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parentheticals) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $894 | $890 |
Par value | $0.00 | $0.00 |
Shares authorized | 50,000,000 | 50,000,000 |
Shares issued | 15,265,761 | 15,249,118 |
Shares outstanding | 15,265,761 | 15,249,118 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenue: | ||
Subscription and support | $14,322 | $11,737 |
Perpetual license | 811 | 440 |
Total product revenue | 15,133 | 12,177 |
Professional services | 2,395 | 3,436 |
Total revenue | 17,528 | 15,613 |
Cost of revenue: | ||
Subscription and support | 4,732 | 3,258 |
Professional services | 1,908 | 2,397 |
Total cost of revenue | 6,640 | 5,655 |
Gross profit | 10,888 | 9,958 |
Operating expenses: | ||
Sales and marketing | 3,532 | 3,136 |
Research and development | 3,926 | 14,899 |
Refundable Canadian tax credits | -121 | -136 |
General and administrative | 5,119 | 2,623 |
Depreciation and amortization | 1,014 | 1,055 |
Acquisition-related expenses | 545 | 290 |
Total operating expenses | 14,015 | 21,867 |
Loss from operations | -3,127 | -11,909 |
Interest expense, net | -347 | -415 |
Other income (expense), net | -512 | 114 |
Total other expense | -859 | -301 |
Loss before provision for income taxes | -3,986 | -12,210 |
(Provision for) benefit from income taxes | 243 | -410 |
Net loss | -3,743 | -12,620 |
Preferred stock dividends and accretion | 0 | -435 |
Net loss attributable to common shareholders | ($3,743) | ($13,055) |
Net loss per common share: | ||
Net loss per common share, basic and diluted (in USD per share) | ($0.25) | ($4.48) |
Weighted-average common shares outstanding, basic and diluted (in shares) | 14,841,316 | 2,916,949 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Loss (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Net loss | ($3,743) | ($12,620) |
Foreign currency translation adjustment | -676 | -302 |
Comprehensive loss | ($4,419) | ($12,922) |
Condensed_Consolidated_Statmen
Condensed Consolidated Statments of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating activities | ||
Net loss | ($3,743) | ($12,620) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 2,001 | 1,798 |
Deferred income taxes | -73 | -22 |
Foreign currency remeasurement loss | 272 | 0 |
Non-cash interest and other expense | 27 | 79 |
Non-cash stock compensation expense | 554 | 184 |
Stock-based compensation—related party vendor | 0 | 11,220 |
Changes in operating assets and liabilities, net of purchase business combinations: | ||
Accounts receivable | -512 | 270 |
Prepaids and other | -394 | -1,395 |
Accounts payable | 859 | 193 |
Accrued expenses and other liabilities | -807 | 1,778 |
Deferred revenue | 1,428 | 2,737 |
Net cash provided by (used in) operating activities | -388 | 4,222 |
Investing activities | ||
Purchase of property and equipment | -192 | -231 |
Purchase business combinations, net of cash acquired | -2,820 | 0 |
Net cash used in investing activities | -3,012 | -231 |
Financing activities | ||
Payments on capital leases | -231 | -99 |
Payments on notes payable | -996 | -1,765 |
Issuance of Series B redeemable preferred stock, net of issuance costs | 0 | -97 |
Issuance of common stock, net of issuance costs | 6 | 0 |
Net cash used in financing activities | -1,221 | -1,961 |
Effect of exchange rate fluctuations on cash | 221 | -67 |
Change in cash and cash equivalents | -4,400 | 1,963 |
Cash and cash equivalents, beginning of period | 30,988 | 4,703 |
Cash and cash equivalents, end of period | 26,588 | 6,666 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 323 | 349 |
Cash paid for taxes | 96 | 30 |
Noncash investing and financing activities | ||
Equipment acquired pursuant to capital lease obligations | $578 | $17 |
Description_of_Business
Description of Business | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business |
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 | 3 Months Ended | |
Mar. 31, 2015 | ||
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. | ||
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 months ended March 31, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any other period. | ||
There have been no significant changes in our critical accounting policies during the three months ended March 31, 2015, as compared to the critical accounting policies as set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 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 three months ended March 31, 2015 or 2014, or more than 10% of accounts receivable as of March 31, 2015. | ||
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 three months ended March 31, 2015 and 2014. | ||
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 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 periods presented. | ||
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. | ||
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. Revenue from usage-based services are recognized in the month in which such usage is reported. | ||
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. | ||
Advertising Costs | ||
Advertising costs are expensed in the period incurred. Advertising costs for the three months ended March 31, 2015 and 2014 were $118,000 and $38,000, respectively. 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 Company estimates the fair value of options granted using the Black-Scholes options pricing model. As there is limited public market history 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 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 March 31, 2015 and December 31, 2014 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 three months ended March 31, 2015 and 2014. | ||
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 had previously 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 previously outstanding 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 were 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 three months ended March 31, 2015 and 2014, 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. The Company does not intend to adopt this standard prior to the effective date. | ||
In April 2015, the FASB issued FASB ASU No. 2015-03 Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. Under this revised guidance, debt issuance costs should be presented in the balance sheet as a direct deduction from the carrying value of the associated debt, consistent with the presentation of a debt discount. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. This revised guidance is effective for annual periods beginning after December 15, 2015, and interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on our financial statements. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions |
2014 Acquisitions | |
On November 21, 2014, the Company acquired 100% of the outstanding capital of Solution Q Inc. (Solution Q) for total purchase consideration of $6.1 million, which includes cash of $4.5 million, net of $0.4 million of cash acquired, and 150,977 shares of the Company’s common stock with a fair value of $1.6 million. Solution Q provides mid-market organizations an easy-to-use, turnkey solution for their project management and portfolio visibility needs. | |
On December 10, 2014, the Company acquired 100% of the outstanding capital of Mobile Commons, Inc. (Mobile Commons) for total purchase consideration of $10.2 million including cash of $5.7 million, net of $0.3 million of cash acquired, 386,253 shares of common stock valued at $4.5 million and excluding potential additional consideration for incremental additional revenue described below. The Company agreed to pay additional consideration of up to $1.5 million in both cash and common stock to the selling shareholders of Mobile Commons based on the achievement of certain incremental revenue targets during fiscal 2015. The acquisition-date fair value of the contingent payment was measured based on the probability-adjusted present value of the consideration expected to be transferred, which amounted to $0.5 million. Mobile Commons’ enterprise-class application drives and manages digital engagement through two-way SMS programs and campaigns. | |
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 purchase price allocations for the 2014 acquisitions are preliminary as the Company has not obtained and evaluated all of the detailed information necessary to finalize the opening balance sheet amounts. Management has recorded the purchase price allocations based upon acquired company information that is currently available. Management expects to finalize its purchase price allocations in early 2015. | |
In Q1 2015, the Company paid $2.5 million to certain sellers of Mobile Commons who had not previously been funded and the Company paid $0.3 million to the sellers of Solution Q as a result of working capital adjustments. | |
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. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
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. | ||||||||||||||||
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, 2014 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | $ | — | $ | — | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Earnout consideration liability | $ | — | $ | — | $ | 500 | $ | 500 | ||||||||
Fair Value Measurements at March 31, 2015 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | $ | — | $ | — | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Earnout consideration liability | $ | — | $ | — | $ | 500 | $ | 500 | ||||||||
The fair value of the earnout consideration was determined using the Binary Option model based on the present value of the probability-weighted earnout consideration. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
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 three months ended March 31, 2015 are summarized in the table below (in thousands): | ||||||||||||||
Balance at January 1, 2015 | $ | 45,146 | ||||||||||||
Finalization of 2014 business combination | (158 | ) | ||||||||||||
Foreign currency translation adjustment | (1,022 | ) | ||||||||||||
Balance at March 31, 2015 | $ | 43,966 | ||||||||||||
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, 2014: | ||||||||||||||
Customer relationships | 10 | $ | 30,053 | $ | 5,813 | $ | 24,240 | |||||||
Trade name | 3-Jan | 2,812 | 2,027 | 785 | ||||||||||
Developed technology | 7-Apr | 13,305 | 3,579 | 9,726 | ||||||||||
Total intangible assets | $ | 46,170 | $ | 11,419 | $ | 34,751 | ||||||||
Estimated Useful | Gross | Accumulated | Net Carrying | |||||||||||
Life (Years) | Carrying Amount | Amortization | Amount | |||||||||||
March 31, 2015: | ||||||||||||||
Customer relationships | 10 | $ | 29,367 | $ | 6,444 | $ | 22,923 | |||||||
Trade name | 3-Jan | 2,791 | 2,139 | 652 | ||||||||||
Developed technology | 7-Apr | 13,077 | 4,027 | 9,050 | ||||||||||
Total intangible assets | $ | 45,235 | $ | 12,610 | $ | 32,625 | ||||||||
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. Management has determined there have been no indicators of impairment or change in the useful life during the three months ended March 31, 2015 and 2014. Total amortization expense was $1.4 million and $1.3 million during the three months ended March 31, 2015 and 2014, 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 2015 | $ | 4,251 | ||||||||||||
2016 | 5,465 | |||||||||||||
2017 | 5,252 | |||||||||||||
2018 | 5,016 | |||||||||||||
2019 and thereafter | 12,641 | |||||||||||||
Total | $ | 32,625 | ||||||||||||
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes |
The Company’s income tax provision for the three months ended March 31, 2015 and 2014 reflects its 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 the estimated tax expense for the full year. The tax provision for the three months ended March 31, 2015 and 2014 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 its 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 March 31, 2015 and 2014. | |
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 | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt | Debt | |||||||
Long-term debt consisted of the following at March 31, 2015 and December 31, 2014 (in thousands): | ||||||||
31-Mar-15 | 31-Dec-14 | |||||||
Senior secured notes (less discount of $65 at March 31, 2015 and $75 at December 31, 2014) | $ | 15,883 | $ | 16,871 | ||||
Revolving credit facility | 3,000 | 3,000 | ||||||
Seller notes due 2015 | 3,000 | 3,000 | ||||||
Seller notes due 2016 | 500 | 500 | ||||||
22,383 | 23,371 | |||||||
Less current maturities | (8,187 | ) | (10,964 | ) | ||||
Total long-term debt | $ | 14,196 | $ | 12,407 | ||||
Loan and Security Agreements | ||||||||
U.S. Loan Agreement | ||||||||
On March 23, 2015, the Company amended the U.S. Loan Agreement. The amended 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, none of which is currently outstanding, and a secured term loan facility of $15.8 million representing the current amount outstanding under the U.S. term loan. | ||||||||
Canadian Loan Agreement | ||||||||
On March 23, 2015, Upland Software Inc. f/k/a Tenrox Inc., the Company’s wholly-owned subsidiary (the “Canadian Subsidiary”) amended its Loan and Security Agreement with Comerica Bank (the "Canadian Loan Agreement") to, among other things, add Solution Q Inc., the Canadian Subsidiary’s wholly-owned subsidiary (“Solution Q”), as a co-borrower. The amended Canadian Loan Agreement provides the Canadian Subsidiary and Solution Q, as co-borrowers, a secured accounts receivable revolving loan facility of up to $3.0 million representing the current amount outstanding under the Canadian revolving loan and a secured term loan facility of $104,167 representing the current amount outstanding under the Canadian term loan. | ||||||||
On May 14, 2015 the Company entered into a $60 million credit facility with Wells Fargo Capital Finance. The facility is comprised of a $25 million term loan which paid off the existing Comerica Bank debt of approximately $19 million and increased the Company’s cash on hand by approximately $6 million (less fees related to the transaction) for working capital and acquisitions. The facility also provides a $10 million revolving credit facility and a $10 million delayed draw term loan for acquisitions. Additionally, the facility provides for an uncommitted $15 million accordion loan to further support future acquisitions. The facility contains provisions for an additional $10 million of subordinated seller notes for acquisitions. In addition, subject to liquidity requirements, the facility permits stock buybacks of up to $5 million. The 5-year facility is subject to customary covenants primarily based on future Company performance measures including recurring revenue and EBITDA. | ||||||||
Debt Maturities | ||||||||
Future debt maturities of long-term debt at March 31, 2015 are as follows (in thousands): | ||||||||
Year ending December 31: | ||||||||
Remaining 2015 | $ | 7,004 | ||||||
2016 | 5,375 | |||||||
2017 | 8,606 | |||||||
2018 | 1,463 | |||||||
Thereafter | — | |||||||
$ | 22,448 | |||||||
Net_Loss_Per_Common_Share
Net Loss Per Common Share | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Net Loss Per Common Share | 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 March 31, | ||||||||
2015 | 2014 | |||||||
Numerators: | ||||||||
Net Loss | $ | (3,743 | ) | $ | (12,620 | ) | ||
Preferred stock dividends and accretion | — | (435 | ) | |||||
Net loss attributable to common stockholders | $ | (3,743 | ) | $ | (13,055 | ) | ||
Denominator: | ||||||||
Weighted–average common shares outstanding, basic and diluted | 14,841,316 | 2,916,949 | ||||||
Net loss per common share, basic and diluted | $ | (0.25 | ) | $ | (4.48 | ) | ||
Due to the net losses for the three months ended March 31, 2015 and 2014, 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: | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Redeemable Convertible preferred stock: | ||||||||
Series A preferred stock | — | 2,821,181 | ||||||
Series B preferred stock | — | 1,701,909 | ||||||
Series B–1 preferred stock | — | 237,740 | ||||||
Series B–2 preferred stock | — | 155,598 | ||||||
Series C preferred stock | — | 1,918,048 | ||||||
Stock options | 616,705 | 600,312 | ||||||
Restricted stock | 431,872 | 158,508 | ||||||
Total anti–dilutive common share equivalents | 1,048,577 | 7,593,296 | ||||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies |
Operating Leases | |
The Company renewed the office lease for it's Toronto, Canada office. The expiration of the renewal term is June 30, 2016. In connection with the renewal, the Company anticipates making approximately $70,000 in additional base rent payments. | |
The Company has a letter of credit for an office lease with a bank in the amount of $100,000. | |
Capital Leases | |
During the first quarter of 2015, the Company entered into five capital lease agreements for computer equipment. The term of each lease is 48 months and the Company anticipates making approximately $512,000 in payments throughout the lease term. | |
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. | |
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 2015, of which $0.4 million was incurred during the three months ended March 31, 2015. For years after 2015, 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 2015 total revenues increase by 10% as compared to 2014 total revenues, then the 2016 purchase commitment would increase by approximately $213,000 from the 2015 purchase commitment amount to $2.3 million. A similar 10% increase in 2016 total revenues as compared to 2015 total revenues would increase the 2016 purchase commitment amount from the 2016 purchase commitment amount of $2.3 million by approximately $234,000 to $2.6 million. | |
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
Property and Equipment, Net | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and Equipment, Net | Property and Equipment, Net | |||||||
Property and equipment consisted of the following (in thousands) at: | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Equipment (including equipment under capital lease of $3,414 and $3,028 at March 31, 2015 and December 31, 2014, respectively) | $ | 8,370 | $ | 7,712 | ||||
Furniture and fixtures (including furniture under capital lease of $120 at March 31, 2015 and December 31, 2014) | 491 | 502 | ||||||
Leasehold improvements | 573 | 574 | ||||||
Accumulated depreciation (including equipment and furniture under capital lease of $1,355 and $1,194 at March 31, 2015 and December 31, 2014, respectively) | (5,351 | ) | (4,858 | ) | ||||
Property and equipment, net | $ | 4,084 | $ | 3,930 | ||||
Amortization of assets recorded under capital leases is included with depreciation expense. Depreciation and amortization expense on property and equipment was $565,130 and $526,607 for the three months ended March 31, 2015 and 2014, 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 three months ended March 31, 2015 and 2014. |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Equity [Abstract] | ||||||||
Stockholders' Equity | Stockholders' Equity | |||||||
Stock Compensation Plans | ||||||||
During the three months ended March 31, 2015, the Company issued no options or restricted stock units under 2010 Stock Option Plan (the “2010 Plan”) or the 2014 Stock Option Plan (the “2014 Plan”). | ||||||||
Stock Option Activity | ||||||||
Stock option activity during the three months ended March 31, 2015 was as follows: | ||||||||
Number of Options Outstanding | Weighted-Average Exercise Price | |||||||
Outstanding at December 31, 2014 | 665,210 | $4.39 | ||||||
Options exercised | (7,964 | ) | $1.31 | |||||
Options forfeited | (40,541 | ) | $5.02 | |||||
Outstanding at March 31, 2015 | 616,705 | $4.38 | ||||||
Share-based Compensation | ||||||||
The Company recognized share-based compensation expense from all awards in the following expense categories: | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Cost of subscription and support revenue | $ | 8,694 | $ | 6,488 | ||||
Cost of professional services revenue | 3,084 | 5,389 | ||||||
Sales and marketing | 13,635 | 7,156 | ||||||
Research and development | 11,615 | 14,341 | ||||||
General and administrative | 517,039 | 150,134 | ||||||
Total | $ | 554,067 | $ | 183,508 | ||||
Employee_Benefit_Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2015 | |
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 three months ended March 31, 2015 and 2014. |
Domestic_and_Foreign_Operation
Domestic and Foreign Operations | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Domestic and Foreign Operations [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 March 31, | ||||||||
2015 | 2014 | |||||||
Revenues: | ||||||||
U.S. | $ | 14,161 | $ | 12,470 | ||||
Canada | 1,095 | 886 | ||||||
Other International | 2,272 | 2,257 | ||||||
Total Revenues | $ | 17,528 | $ | 15,613 | ||||
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions |
During the three months ended March 31, 2015 and 2014, 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 $425,000 and $532,000, 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 2015 in the amount of $2.1 million, of which $0.4 million was incurred during the three months ended March 31, 2015. For years after 2015, 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 2015 total revenues increase by 10% as compared to 2014 total revenues, then the 2016 purchase commitment would increase by approximately $213,000 from the 2015 purchase commitment amount to $2.3 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 | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
On May 14, 2015 the Company entered into a $60 million credit facility with Wells Fargo Capital Finance. The facility is comprised of a $25 million term loan which paid off the existing Comerica Bank debt of approximately $19 million and increased the Company’s cash on hand by approximately $6 million (less fees related to the transaction) for working capital and acquisitions. The facility also provides a $10 million revolving credit facility and a $10 million delayed draw term loan for acquisitions. Additionally, the facility provides for an uncommitted $15 million accordion loan to further support future acquisitions. The facility contains provisions for an additional $10 million of subordinated seller notes for acquisitions. In addition, subject to liquidity requirements, the facility permits stock buybacks of up to $5 million. The 5-year facility is subject to customary covenants primarily based on future Company performance measures including recurring revenue and EBITDA. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
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. | |
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 months ended March 31, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 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 three months ended March 31, 2015 or 2014, or more than 10% of accounts receivable as of March 31, 2015. | |
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. | |
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 three months ended March 31, 2015 and 2014. | |
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 periods presented. | |
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. | |
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. Revenue from usage-based services are recognized in the month in which such usage is reported. | |
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 | 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 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 | 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 |
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. | |
Advertising Costs | Advertising Costs |
Advertising costs are expensed in the period incurred. Advertising costs for the three months ended March 31, 2015 and 2014 were $118,000 and $38,000, respectively. 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 Company estimates the fair value of options granted using the Black-Scholes options pricing model. As there is limited public market history 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 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 March 31, 2015 and December 31, 2014 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 three months ended March 31, 2015 and 2014. | |
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 had previously 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 previously outstanding 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 were 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 three months ended March 31, 2015 and 2014, 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. The Company does not intend to adopt this standard prior to the effective date. | |
In April 2015, the FASB issued FASB ASU No. 2015-03 Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. Under this revised guidance, debt issuance costs should be presented in the balance sheet as a direct deduction from the carrying value of the associated debt, consistent with the presentation of a debt discount. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. This revised guidance is effective for annual periods beginning after December 15, 2015, and interim periods within those fiscal years. 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) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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: | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Equipment (including equipment under capital lease of $3,414 and $3,028 at March 31, 2015 and December 31, 2014, respectively) | $ | 8,370 | $ | 7,712 | ||||
Furniture and fixtures (including furniture under capital lease of $120 at March 31, 2015 and December 31, 2014) | 491 | 502 | ||||||
Leasehold improvements | 573 | 574 | ||||||
Accumulated depreciation (including equipment and furniture under capital lease of $1,355 and $1,194 at March 31, 2015 and December 31, 2014, respectively) | (5,351 | ) | (4,858 | ) | ||||
Property and equipment, net | $ | 4,084 | $ | 3,930 | ||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
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, 2014 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | $ | — | $ | — | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Earnout consideration liability | $ | — | $ | — | $ | 500 | $ | 500 | ||||||||
Fair Value Measurements at March 31, 2015 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | $ | — | $ | — | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Earnout consideration liability | $ | — | $ | — | $ | 500 | $ | 500 | ||||||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||
Schedule of Goodwill | Changes in the Company’s goodwill balance for the three months ended March 31, 2015 are summarized in the table below (in thousands): | |||||||||||||
Balance at January 1, 2015 | $ | 45,146 | ||||||||||||
Finalization of 2014 business combination | (158 | ) | ||||||||||||
Foreign currency translation adjustment | (1,022 | ) | ||||||||||||
Balance at March 31, 2015 | $ | 43,966 | ||||||||||||
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, 2014: | ||||||||||||||
Customer relationships | 10 | $ | 30,053 | $ | 5,813 | $ | 24,240 | |||||||
Trade name | 3-Jan | 2,812 | 2,027 | 785 | ||||||||||
Developed technology | 7-Apr | 13,305 | 3,579 | 9,726 | ||||||||||
Total intangible assets | $ | 46,170 | $ | 11,419 | $ | 34,751 | ||||||||
Estimated Useful | Gross | Accumulated | Net Carrying | |||||||||||
Life (Years) | Carrying Amount | Amortization | Amount | |||||||||||
March 31, 2015: | ||||||||||||||
Customer relationships | 10 | $ | 29,367 | $ | 6,444 | $ | 22,923 | |||||||
Trade name | 3-Jan | 2,791 | 2,139 | 652 | ||||||||||
Developed technology | 7-Apr | 13,077 | 4,027 | 9,050 | ||||||||||
Total intangible assets | $ | 45,235 | $ | 12,610 | $ | 32,625 | ||||||||
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 2015 | $ | 4,251 | ||||||||||||
2016 | 5,465 | |||||||||||||
2017 | 5,252 | |||||||||||||
2018 | 5,016 | |||||||||||||
2019 and thereafter | 12,641 | |||||||||||||
Total | $ | 32,625 | ||||||||||||
Debt_Tables
Debt (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of Long-term Debt Instruments | Long-term debt consisted of the following at March 31, 2015 and December 31, 2014 (in thousands): | |||||||
31-Mar-15 | 31-Dec-14 | |||||||
Senior secured notes (less discount of $65 at March 31, 2015 and $75 at December 31, 2014) | $ | 15,883 | $ | 16,871 | ||||
Revolving credit facility | 3,000 | 3,000 | ||||||
Seller notes due 2015 | 3,000 | 3,000 | ||||||
Seller notes due 2016 | 500 | 500 | ||||||
22,383 | 23,371 | |||||||
Less current maturities | (8,187 | ) | (10,964 | ) | ||||
Total long-term debt | $ | 14,196 | $ | 12,407 | ||||
Schedule of Maturities of Long-term Debt | Future debt maturities of long-term debt at March 31, 2015 are as follows (in thousands): | |||||||
Year ending December 31: | ||||||||
Remaining 2015 | $ | 7,004 | ||||||
2016 | 5,375 | |||||||
2017 | 8,606 | |||||||
2018 | 1,463 | |||||||
Thereafter | — | |||||||
$ | 22,448 | |||||||
Net_Loss_Per_Common_Share_Tabl
Net Loss Per Common Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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 March 31, | ||||||||
2015 | 2014 | |||||||
Numerators: | ||||||||
Net Loss | $ | (3,743 | ) | $ | (12,620 | ) | ||
Preferred stock dividends and accretion | — | (435 | ) | |||||
Net loss attributable to common stockholders | $ | (3,743 | ) | $ | (13,055 | ) | ||
Denominator: | ||||||||
Weighted–average common shares outstanding, basic and diluted | 14,841,316 | 2,916,949 | ||||||
Net loss per common share, basic and diluted | $ | (0.25 | ) | $ | (4.48 | ) | ||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table sets forth the anti–dilutive common share equivalents: | |||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Redeemable Convertible preferred stock: | ||||||||
Series A preferred stock | — | 2,821,181 | ||||||
Series B preferred stock | — | 1,701,909 | ||||||
Series B–1 preferred stock | — | 237,740 | ||||||
Series B–2 preferred stock | — | 155,598 | ||||||
Series C preferred stock | — | 1,918,048 | ||||||
Stock options | 616,705 | 600,312 | ||||||
Restricted stock | 431,872 | 158,508 | ||||||
Total anti–dilutive common share equivalents | 1,048,577 | 7,593,296 | ||||||
Property_and_Equipment_Net_Tab
Property and Equipment, Net (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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: | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Equipment (including equipment under capital lease of $3,414 and $3,028 at March 31, 2015 and December 31, 2014, respectively) | $ | 8,370 | $ | 7,712 | ||||
Furniture and fixtures (including furniture under capital lease of $120 at March 31, 2015 and December 31, 2014) | 491 | 502 | ||||||
Leasehold improvements | 573 | 574 | ||||||
Accumulated depreciation (including equipment and furniture under capital lease of $1,355 and $1,194 at March 31, 2015 and December 31, 2014, respectively) | (5,351 | ) | (4,858 | ) | ||||
Property and equipment, net | $ | 4,084 | $ | 3,930 | ||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Equity [Abstract] | ||||||||
Schedule of stock option activity | Stock option activity during the three months ended March 31, 2015 was as follows: | |||||||
Number of Options Outstanding | Weighted-Average Exercise Price | |||||||
Outstanding at December 31, 2014 | 665,210 | $4.39 | ||||||
Options exercised | (7,964 | ) | $1.31 | |||||
Options forfeited | (40,541 | ) | $5.02 | |||||
Outstanding at March 31, 2015 | 616,705 | $4.38 | ||||||
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 March 31, | ||||||||
2015 | 2014 | |||||||
Cost of subscription and support revenue | $ | 8,694 | $ | 6,488 | ||||
Cost of professional services revenue | 3,084 | 5,389 | ||||||
Sales and marketing | 13,635 | 7,156 | ||||||
Research and development | 11,615 | 14,341 | ||||||
General and administrative | 517,039 | 150,134 | ||||||
Total | $ | 554,067 | $ | 183,508 | ||||
Domestic_and_Foreign_Operation1
Domestic and Foreign Operations (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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 March 31, | ||||||||
2015 | 2014 | |||||||
Revenues: | ||||||||
U.S. | $ | 14,161 | $ | 12,470 | ||||
Canada | 1,095 | 886 | ||||||
Other International | 2,272 | 2,257 | ||||||
Total Revenues | $ | 17,528 | $ | 15,613 | ||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Accounting Policies [Abstract] | ||
Advertising costs | $118 | $38 |
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 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Revenue Recognition) (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Revenue from External Customer [Line Items] | |
Maintenance agreements revenue recognition period | 1 year |
Minimum [Member] | |
Revenue from External Customer [Line Items] | |
Subscription and support revenue recognition period | 1 year |
Hosting services arrangement period | 1 year |
Maximum [Member] | |
Revenue from External Customer [Line Items] | |
Subscription and support revenue recognition period | 3 years |
Hosting services arrangement period | 3 years |
Acquisitions_2014_Acquisitions
Acquisitions (2014 Acquisitions) (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Nov. 21, 2014 | Dec. 10, 2014 | |
Business Acquisition [Line Items] | ||||
Purchase consideration, net of cash acquired | $2,820,000 | $0 | ||
Solution Q, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of voting interests acquired | 100.00% | |||
Total purchase consideration | 6,100,000 | |||
Cash payment portion of purchase price | 4,500,000 | |||
Purchase consideration, net of cash acquired | 400,000 | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred | 300,000 | |||
Mobile Commons, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of voting interests acquired | 100.00% | |||
Total purchase consideration | 10,200,000 | |||
Cash payment portion of purchase price | 5,700,000 | |||
Purchase consideration, net of cash acquired | 300,000 | |||
Additional consideration | 1,500,000 | |||
Acquisition-date fair value of the contingent payment | 2,500,000 | 500,000 | ||
Common Stock [Member] | Solution Q, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Numbers of share issued in acquisition | 150,977 | |||
Value of shares issued in acquisition | 1,600,000 | |||
Common Stock [Member] | Mobile Commons, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Numbers of share issued in acquisition | 386,253 | |||
Value of shares issued in acquisition | $4,500,000 |
Fair_Value_Measurements_Assets
Fair Value Measurements (Assets and Liabilties at Fair Value, Recurring Basis) (Details) (Fair Value, Measurements, Recurring [Member], USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Assets: | ||
Assets | $0 | $0 |
Liabilities: | ||
Earnout consideration liability | 500 | 500 |
Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Assets | 0 | 0 |
Liabilities: | ||
Earnout consideration liability | 500 | 500 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Assets | 0 | 0 |
Liabilities: | ||
Earnout consideration liability | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Assets | 0 | 0 |
Liabilities: | ||
Earnout consideration liability | $0 | $0 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets (Schedule of Goodwill) (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Goodwill [Roll Forward] | |
Beginning Balance, Goodwill | $45,146 |
Finalization of 2014 business combination | -158 |
Foreign currency translation adjustment | -1,022 |
Ending Balance, Goodwill | $43,966 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets (Intangible Assets, Net) (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $45,235 | $46,170 |
Accumulated Amortization | 12,610 | 11,419 |
Net Carrying Amount | 32,625 | 34,751 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 29,367 | 30,053 |
Accumulated Amortization | 6,444 | 5,813 |
Net Carrying Amount | 22,923 | 24,240 |
Estimated Useful Life | 10 years | 10 years |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,791 | 2,812 |
Accumulated Amortization | 2,139 | 2,027 |
Net Carrying Amount | 652 | 785 |
Estimated Useful Life | 3 years | |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 13,077 | 13,305 |
Accumulated Amortization | 4,027 | 3,579 |
Net Carrying Amount | $9,050 | $9,726 |
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 | |
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 $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Remainder of 2015 | $4,251,000 | ||
2016 | 5,465,000 | ||
2017 | 5,252,000 | ||
2018 | 5,016,000 | ||
2019 and thereafter | 12,641,000 | ||
Net Carrying Amount | 32,625,000 | 34,751,000 | |
Amortization charge of intangible asset | $1,400,000 | $1,300,000 |
Debt_Longterm_Debt_Details
Debt (Long-term Debt) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Long-term debt | $22,383 | $23,371 |
Less current maturities | -8,187 | -10,964 |
Total long-term debt | 14,196 | 12,407 |
Senior Secured Notes [Member] | Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 15,883 | 16,871 |
Note discount | 65 | 75 |
Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 3,000 | 3,000 |
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) (Line of Credit [Member], U.S. Loan Agreement [Member], Comerica Bank [Member], USD $) | Mar. 23, 2015 |
Secured Accounts Receivable Revolving Loan Facility [Member] | |
Line of Credit Facility [Line Items] | |
Maximum borrowing capacity | $5,000,000 |
Secured Term Loan Facility [Member] | |
Line of Credit Facility [Line Items] | |
Outstanding borrowings | $15,800,000 |
Debt_Canadian_Loan_Agreement_D
Debt (Canadian Loan Agreement) (Details) (USD $) | 0 Months Ended | ||
14-May-15 | Mar. 31, 2015 | Mar. 23, 2015 | |
Letter of Credit [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $100,000 | ||
Line of Credit [Member] | Comerica Bank [Member] | Subsequent Event [Member] | |||
Line of Credit Facility [Line Items] | |||
Extinguishment of debt | 19,000,000 | ||
Line of Credit [Member] | Wells Fargo Capital Finance [Member] | Subsequent Event [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | 60,000,000 | ||
Stock buybacks authorized | 5,000,000 | ||
Debt instrument, term | 5 years | ||
Line of Credit [Member] | Wells Fargo Capital Finance [Member] | Subsequent Event [Member] | Term Loan [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | 25,000,000 | ||
Cash proceeds from lines of credit | 6,000,000 | ||
Line of Credit [Member] | Wells Fargo Capital Finance [Member] | Subsequent Event [Member] | Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | 10,000,000 | ||
Line of Credit [Member] | Wells Fargo Capital Finance [Member] | Subsequent Event [Member] | Delayed Draw Term Loan [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | 10,000,000 | ||
Line of Credit [Member] | Wells Fargo Capital Finance [Member] | Subsequent Event [Member] | Accordion Loan [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | 15,000,000 | ||
Line of Credit [Member] | Wells Fargo Capital Finance [Member] | Subsequent Event [Member] | Letter of Credit [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | 10,000,000 | ||
Canadian Loan Agreement [Member] | Line of Credit [Member] | Comerica Bank [Member] | Secured Accounts Receivable Revolving Loan Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Outstanding borrowings | 3,000,000 | ||
Canadian Loan Agreement [Member] | Line of Credit [Member] | Comerica Bank [Member] | Secured Term Loan Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Outstanding borrowings | $104,167 |
Debt_Future_Debt_Maturities_of
Debt (Future Debt Maturities of Long-term Debt) (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Debt Disclosure [Abstract] | |
Remaining 2015 | $7,004 |
2016 | 5,375 |
2017 | 8,606 |
2018 | 1,463 |
Thereafter | 0 |
Long-term debt | $22,448 |
Net_Loss_Per_Common_Share_Comp
Net Loss Per Common Share (Computation of Loss Per Share) (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Numerators: | ||
Net loss | ($3,743) | ($12,620) |
Preferred stock dividends and accretion | 0 | -435 |
Net loss attributable to common shareholders | ($3,743) | ($13,055) |
Denominator: | ||
Weighted–average common shares outstanding, basic and diluted (in shares) | 14,841,316 | 2,916,949 |
Net loss per common share, basic and diluted (in USD per share) | ($0.25) | ($4.48) |
Net_Loss_Per_Common_Share_Anti
Net Loss Per Common Share (Anti–Dilutive Common Share Equivalents) (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti–dilutive common share equivalents | 1,048,577 | 7,593,296 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti–dilutive common share equivalents | 616,705 | 600,312 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti–dilutive common share equivalents | 431,872 | 158,508 |
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 | 0 | 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 | 0 | 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 | 0 | 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 | 0 | 155,598 |
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 | 0 | 1,918,048 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Line of Credit Facility [Line Items] | |
Additional base rent payments | $70,000 |
Purchase obligation | 2,100,000 |
Purchase obligation incurred during period | 400,000 |
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 |
Letter of Credit [Member] | |
Line of Credit Facility [Line Items] | |
Letter of credit amount with bank | 100,000 |
Computer Equipment [Member] | |
Line of Credit Facility [Line Items] | |
Number of capital lease agreements | 5 |
Term of capital lease | 48 months |
Approximate future payments due | $512,000 |
Property_and_Equipment_Net_Det
Property and Equipment, Net (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $565,130 | $526,607 | |
Property, Plant and Equipment, Net [Abstract] | |||
Accumulated depreciation | -5,351,000 | -4,858,000 | |
Property and equipment, net | 4,084,000 | 3,930,000 | |
Equipment [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and Equipment | 8,370,000 | 7,712,000 | |
Capital lease assets, gross | 3,414,000 | 3,028,000 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and Equipment | 491,000 | 502,000 | |
Capital lease assets, gross | 120,000 | 120,000 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and Equipment | 573,000 | 574,000 | |
Equipment and Furniture [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Capital lease assets, gross | $1,355,000 | $1,194,000 |
Stockholders_Equity_Stock_Opti
Stockholders' Equity (Stock Option Activity) (Details) (Stock Options [Member], USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Stock Options [Member] | |
Number of Options Outstanding (in shares) | |
Number of Options Outstanding at beginning of period | 665,210 |
Number of Options Outstanding, options exercised | -7,964 |
Number of Options Outstanding, options forfeited | -40,541 |
Number of Options Outstanding at end of period | 616,705 |
Weighted-Average Exercise Price | |
Weighted-Average Exercise Price, beginning of period | $4.39 |
Weighted-Average Exercise Price, options exercised | $1.31 |
Weighted-Average Exercise Price, options forfeited | $5.02 |
Weighted-Average Exercise Price, end of period | $4.38 |
Stockholders_Equity_Shared_Bas
Stockholders' Equity (Shared Based Compensation) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based compensation expense | $554,067 | $183,508 |
Cost of Subscription and Support Revenue [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based compensation expense | 8,694 | 6,488 |
Cost of Professional Services Revenue [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based compensation expense | 3,084 | 5,389 |
Sales and Marketing [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based compensation expense | 13,635 | 7,156 |
Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based compensation expense | 11,615 | 14,341 |
General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based compensation expense | $517,039 | $150,134 |
Employee_Benefit_Plans_Details
Employee Benefit Plans (Details) | Mar. 31, 2015 |
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 | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $17,528 | $15,613 |
U.S. [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 14,161 | 12,470 |
Canada [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 1,095 | 886 |
Other International [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $2,272 | $2,257 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | 1 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Jan. 31, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||||
Shares issued to related party | 15,265,761 | 15,249,118 | ||
Purchase obligation | $2,100,000 | |||
Purchase obligation incurred during period | 400,000 | |||
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 | |||
Investor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amount of related party transaction | 425,000 | 532,000 | ||
Shares issued to related party | 1,803,574 | |||
Purchase obligation | 2,100,000 | |||
Purchase obligation incurred during period | 400,000 | |||
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 | |||
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 $) | 0 Months Ended | |
14-May-15 | Mar. 31, 2015 | |
Letter of Credit [Member] | ||
Subsequent Event [Line Items] | ||
Maximum borrowing capacity | $100,000 | |
Subsequent Event [Member] | Line of Credit [Member] | Wells Fargo Capital Finance [Member] | ||
Subsequent Event [Line Items] | ||
Maximum borrowing capacity | 60,000,000 | |
Stock buybacks authorized | 5,000,000 | |
Debt instrument, term | 5 years | |
Subsequent Event [Member] | Line of Credit [Member] | Wells Fargo Capital Finance [Member] | Term Loan [Member] | ||
Subsequent Event [Line Items] | ||
Maximum borrowing capacity | 25,000,000 | |
Cash proceeds from lines of credit | 6,000,000 | |
Subsequent Event [Member] | Line of Credit [Member] | Wells Fargo Capital Finance [Member] | Revolving Credit Facility [Member] | ||
Subsequent Event [Line Items] | ||
Maximum borrowing capacity | 10,000,000 | |
Subsequent Event [Member] | Line of Credit [Member] | Wells Fargo Capital Finance [Member] | Delayed Draw Term Loan [Member] | ||
Subsequent Event [Line Items] | ||
Maximum borrowing capacity | 10,000,000 | |
Subsequent Event [Member] | Line of Credit [Member] | Wells Fargo Capital Finance [Member] | Accordion Loan [Member] | ||
Subsequent Event [Line Items] | ||
Maximum borrowing capacity | 15,000,000 | |
Subsequent Event [Member] | Line of Credit [Member] | Wells Fargo Capital Finance [Member] | Letter of Credit [Member] | ||
Subsequent Event [Line Items] | ||
Maximum borrowing capacity | 10,000,000 | |
Subsequent Event [Member] | Line of Credit [Member] | Comerica Bank [Member] | ||
Subsequent Event [Line Items] | ||
Extinguishment of debt | $19,000,000 |