Document and Entity Information
Document and Entity Information Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 05, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Upland Software, Inc. | |
Entity Central Index Key | 1,505,155 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 15,313,551 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 29,052 | $ 30,988 |
Accounts receivable, net of allowance of $828 and $890 at June 30, 2015 and December 31, 2014, respectively | 12,906 | 14,559 |
Prepaid and other | 2,070 | 2,069 |
Total current assets | 44,028 | 47,616 |
Canadian tax credits receivable | 3,298 | 3,959 |
Property and equipment, net | 4,221 | 3,930 |
Intangible assets, net | 31,697 | 34,751 |
Goodwill | 44,254 | 45,146 |
Other assets | 317 | 284 |
Total assets | 127,815 | 135,686 |
Current liabilities: | ||
Accounts payable | 2,659 | 2,258 |
Accrued compensation | 2,762 | 2,372 |
Accrued expenses and other | 3,017 | 4,304 |
Deferred revenue | 21,629 | 21,182 |
Due to seller | 1,471 | 4,365 |
Current maturities of notes payable (includes unamortized discount of $245 and $38 at June 30, 2015 and December 31, 2014, respectively, based on imputed interest rate of 6.3%) | 1,505 | 10,964 |
Total current liabilities | 33,043 | 45,445 |
Canadian tax credit liability to sellers | 1,521 | 1,616 |
Notes payable, less current maturities (includes unamortized discount of $830 and $117 at June 30, 2015 and December 31, 2014, respectively, based on imputed interest rate of 6.3%) | 23,041 | 12,327 |
Deferred revenue | 118 | 194 |
Noncurrent deferred tax liability, net | 2,760 | 3,006 |
Other long-term liabilities | 2,067 | 1,701 |
Total liabilities | 62,550 | 64,289 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 50,000,000 shares authorized: 15,313,551 and 15,249,118 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively | 2 | 2 |
Additional paid-in capital | 109,770 | 108,337 |
Accumulated other comprehensive loss | (2,204) | (1,716) |
Accumulated deficit | (42,303) | (35,226) |
Total stockholders’ equity | 65,265 | 71,397 |
Total liabilities and stockholders’ equity | $ 127,815 | $ 135,686 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Allowance for doubtful accounts | $ 828 | $ 890 |
Par value | $ 0.0001 | $ 0.0001 |
Shares authorized | 50,000,000 | 50,000,000 |
Shares issued | 15,313,551 | 15,249,118 |
Shares outstanding | 15,313,551 | 15,249,118 |
Notes Payable, Current [Member] | ||
Unamortized discount | $ 245 | $ 38 |
Imputed interest | 6.30% | |
Notes Payable, Noncurrent [Member] | ||
Unamortized discount | $ 830 | $ 117 |
Imputed interest | 6.30% |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenue: | ||||
Subscription and support | $ 14,023 | $ 11,805 | $ 28,345 | $ 23,542 |
Perpetual license | 846 | 657 | 1,657 | 1,097 |
Total product revenue | 14,869 | 12,462 | 30,002 | 24,639 |
Professional services | 2,809 | 3,749 | 5,204 | 7,185 |
Total revenue | 17,678 | 16,211 | 35,206 | 31,824 |
Cost of revenue: | ||||
Subscription and support | 4,841 | 3,346 | 9,573 | 6,604 |
Professional services | 1,732 | 2,340 | 3,640 | 4,737 |
Total cost of revenue | 6,573 | 5,686 | 13,213 | 11,341 |
Gross profit | 11,105 | 10,525 | 21,993 | 20,483 |
Operating expenses: | ||||
Sales and marketing | 3,446 | 4,015 | 6,978 | 7,151 |
Research and development | 4,152 | 3,494 | 8,078 | 18,393 |
Refundable Canadian tax credits | (122) | (138) | (243) | (274) |
General and administrative | 4,714 | 3,053 | 9,833 | 5,676 |
Depreciation and amortization | 1,063 | 1,066 | 2,077 | 2,121 |
Acquisition-related expenses | 360 | 231 | 905 | 521 |
Total operating expenses | 13,613 | 11,721 | 27,628 | 33,588 |
Loss from operations | (2,508) | (1,196) | (5,635) | (13,105) |
Interest expense, net | (576) | (419) | (923) | (834) |
Other expense, net | (12) | (482) | (524) | (368) |
Total other expense | (588) | (901) | (1,447) | (1,202) |
Loss before provision for income taxes | (3,096) | (2,097) | (7,082) | (14,307) |
(Provision for) benefit from income taxes | (238) | (280) | 5 | (690) |
Net loss | (3,334) | (2,377) | (7,077) | (14,997) |
Preferred stock dividends and accretion | 0 | (440) | 0 | (875) |
Net loss attributable to common shareholders | $ (3,334) | $ (2,817) | $ (7,077) | $ (15,872) |
Net loss per common share: | ||||
Net loss per common share, basic and diluted (in USD per share) | $ (0.22) | $ (0.80) | $ (0.48) | $ (4.92) |
Weighted-average common shares outstanding, basic and diluted (in shares) | 14,867,947 | 3,533,198 | 14,854,139 | 3,225,077 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (3,334) | $ (2,377) | $ (7,077) | $ (14,997) |
Foreign currency translation adjustment | 188 | 378 | (488) | 76 |
Comprehensive loss | $ (3,146) | $ (1,999) | $ (7,565) | $ (14,921) |
Condensed Consolidated Statment
Condensed Consolidated Statments of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating activities | ||
Net loss | $ (7,077) | $ (14,997) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 4,040 | 3,605 |
Deferred income taxes | 335 | 286 |
Foreign currency re-measurement loss | 292 | 0 |
Non-cash interest and other expense | 246 | 462 |
Non-cash stock compensation expense | 1,335 | 367 |
Stock-based compensation—related party vendor | 0 | 11,220 |
Changes in operating assets and liabilities, net of purchase business combinations: | ||
Accounts receivable | 1,517 | (3,036) |
Prepaids and other | (36) | (1,646) |
Accounts payable | 414 | 375 |
Accrued expenses and other liabilities | (1,082) | 676 |
Deferred revenue | 888 | 2,985 |
Net cash provided by operating activities | 872 | 297 |
Investing activities | ||
Purchase of property and equipment | (325) | (324) |
Purchase of customer relationships | (372) | 0 |
Purchase business combinations, net of cash acquired | (2,820) | 0 |
Net cash used in investing activities | (3,517) | (324) |
Financing activities | ||
Payments on capital leases | (481) | (231) |
Proceeds from notes payable, net of issuance costs | 23,824 | 1,500 |
Payments on notes payable | (22,833) | (2,795) |
Issuance of Series B redeemable preferred stock, net of issuance costs | 0 | (97) |
Issuance of common stock, net of issuance costs | 98 | 0 |
Net cash provided by (used in) financing activities | 608 | (1,623) |
Effect of exchange rate fluctuations on cash | 101 | 6 |
Change in cash and cash equivalents | (1,936) | (1,644) |
Cash and cash equivalents, beginning of period | 30,988 | 4,703 |
Cash and cash equivalents, end of period | 29,052 | 3,059 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 694 | 701 |
Cash paid for taxes | 322 | 33 |
Noncash investing and financing activities | ||
Equipment acquired pursuant to capital lease obligations | $ 1,085 | $ 162 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 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 Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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 ("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 and six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any other period. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2014 Annual Report on Form 10-K filed with the SEC on March 31, 2015. 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. 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 and six months ended June 30, 2015 or 2014 , or more than 10% of accounts receivable as of June 30, 2015 . Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, and accounts payable, and long–term debt. 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. 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, 2017, including interim periods within that reporting period, using one of two retrospective application methods. Early application is permitted. The Company has not selected a transition method and is currently evaluating the impact of the provisions of ASC 606 as well as the timing of its adoption. 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, with early adoption permitted. The Company has adopted this standard in the second quarter of 2015. The December 31, 2014 balance sheet was retrospectively adjusted to reclassify $0.1 million from Other non-current assets to a reduction of the Notes payable liability. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 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). On December 10, 2014, the Company acquired 100% of the outstanding capital of Mobile Commons, Inc. (Mobile Commons). 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. The Company has recorded the purchase price allocations based upon acquired company information that is currently available. The Company expects to finalize its purchase price allocations in late 2015. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 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 earnout liabilities are recorded to other expense, net. Lia bilities 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 Earnout consideration liability $ — $ — $ 500 $ 500 Fair Value Measurements at June 30, 2015 Level 1 Level 2 Level 3 Total 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 A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2015 are summarized in the table below (in thousands): Balance at January 1, 2015 $ 45,146 Adjustment of 2014 business combination (61 ) Foreign currency translation adjustment (831 ) Balance at June 30, 2015 $ 44,254 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 Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount December 31, 2014: Customer relationships 10 $ 30,053 $ 5,813 $ 24,240 Trade name 1-3 2,812 2,027 785 Developed technology 4-7 13,305 3,579 9,726 Total intangible assets $ 46,170 $ 11,419 $ 34,751 Estimated Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount June 30, 2015: Customer relationships 1-10 $ 29,921 $ 7,320 $ 22,601 Trade name 1-3 2,796 2,262 534 Developed technology 4-7 13,138 4,576 8,562 Total intangible assets $ 45,855 $ 14,158 $ 31,697 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. There have been no indicators of impairment or change in the useful life during the three and six months ended June 30, 2015 and 2014 . Total amortization expense was $2.9 million and $2.5 million during the six months ended June 30, 2015 and 2014 , respectively. Estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): Amortization Year ending December 31: Remainder of 2015 $ 2,952 2016 5,567 2017 5,280 2018 5,044 2019 and thereafter 12,854 Total $ 31,697 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s income tax provision for the three and six months ended June 30, 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 and six months ended June 30, 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 June 30, 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 | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-term debt consisted of the following at June 30, 2015 and December 31 , 2014 (in thousands): June 30, 2015 December 31, 2014 Senior secured loans ($25,000 and $16,946 face amount less discount of $1,075 and $155 at June 30, 2015 and December 31, 2014, respectively) $ 23,925 $ 16,791 Revolving credit facility 121 3,000 Seller notes due 2015 — 3,000 Seller notes due 2016 500 500 24,546 23,291 Less current maturities (1,505 ) (10,964 ) Total long-term debt $ 23,041 $ 12,327 New Loan and Security Agreements On May 14, 2015, Upland Software, Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) with a consortium of lenders (the “Lenders”), Wells Fargo Capital Finance, as agent, providing for a secured credit facility (the “Loan Facility”) that replaces and refinances (i) the Company’s existing Loan and Security Agreement dated March 5, 2012 between the Company and Comerica Bank, as amended (the “U.S. Comerica Agreement”) and (ii) an existing Canadian Loan and Security Agreement dated February 10, 2012 with Comerica Bank, as amended (the “Canadian Comerica Agreement”). As of June 30, 2015, there was (i) $0.1 million in U.S. revolving loans outstanding under the Credit Agreement, (ii) $28.0 thousand drawn on the Canadian revolving credit facility, (iii) $19.0 million in U.S. term loans outstanding under the Credit Agreement; and (iv) $6.0 million in Canadian term loans outstanding under the Credit Agreement. Loans The Credit Agreement provides for up to $60.0 million of financing credit as outlined below. The Credit Agreement provides (i) a U.S. revolving credit facility in an aggregate principal amount of up to $9.0 million (the “U.S. Revolver”), (ii) a U.S. term loan facility in an aggregate principal amount of up to $19.0 million (the “U.S. Term Loan”), (iii) a delayed draw term loan facility in an aggregate principal amount of up to $10.0 million (the “DDTL”). (iv) a Canadian revolving credit facility in an aggregate principal amount of up to $1.0 million (the “Canadian Revolver” and, together with the U.S. Revolver, the “Revolver”); and (ii) a Canadian term loan facility in an aggregate principal amount of up to $6.0 million (the “Canadian Term Loan” and, together with the U.S. Term Loan, the “Term Loan”). The Credit Agreement also includes provisions for optional, uncommitted increases in the maximum size of the loan facility available under the Credit Agreement by an aggregate principal amount of $15.0 million upon the satisfaction of the terms and conditions set forth in the Credit Agreement. In addition, the Credit Agreement permits the Borrowers to incur subordinated, unsecured indebtedness owing to sellers in connection with the consummation of one or more permitted acquisitions upon the satisfaction of the terms and conditions set forth in the Credit Agreement so long as the aggregate principal amount for all such subordinated, unsecured indebtedness does not exceed $10.0 million at any one time outstanding. Terms of Revolver Loans under the Revolver are available up to the lesser of (i) $10.0 million (the “Maximum Revolver Amount”) or (ii) the result of (a) 0.80 multiplied by (subject to step-downs beginning June 30, 2016) of certain subsidiaries' recurring revenues on a trailing twelve month basis, minus (b) the outstanding balance of the Term Loans and any swing line loans made under the Credit Agreement (such amount, the “Credit Amount”). The Revolver provides a subfacility whereby Borrowers may request letters of credit (the “Letters of Credit”) in an aggregate amount not to exceed, at any one time outstanding, $0.5 million and $0.25 million , from the U.S & Canadian facilities, respectively. The aggregate amount of outstanding Letters of Credit are reserved against the credit availability under the Maximum Revolver Amount and the Credit Amount. Loans under the Revolver may be borrowed, repaid and reborrowed until May 14, 2020 (the “Maturity Date”), at which time all amounts borrowed under the Credit Agreement must be repaid. Terms of Term Loans The Term Loans are repayable, on a quarterly basis beginning September 30, 2015, by an amount equal to 5.0% per annum of the original principal amount of such loan. Any amount remaining unpaid is due and payable in full on the Maturity Date. Terms of Delay Draw Term Loan Pursuant to the terms of the Credit Agreement, the DDTL is to be used to finance acquisitions. The DDTL can be drawn upon until May 14, 2017. The DDTL is repayable, on a quarterly basis, by an amount equal to 5.0% per annum of the original funded amount of the DDTL. Any amount remaining unpaid would be due and payable in full on the Maturity Date. Other Terms of Loan Facility At the option of the Company, U.S. loans accrue interest at a per annum rate based on (i) the U.S. base rate plus a margin ranging from 3.0% to 4.0% depending on the leverage ratio or (ii) the LIBOR rate determined in accordance with the Credit Agreement (based on 1, 2, 3 or 6-month interest periods) plus a margin ranging from 4.0% to 5.0% depending on the leverage ratio. The U.S. base rate is a rate equal to the highest of the federal funds rate plus a margin equal to 0.5% , the LIBOR rate for a 1-month interest period plus 1.0% and Wells Fargo Capital Finance’s prime rate. At the option of the Company, the Canadian loans accrue interest at a per annum rate based on (i) the Canadian prime rate or the U.S. base rate plus a margin ranging from 3.0% to 4.0% depending on the leverage ratio or (ii) the LIBOR rate determined in accordance with the Credit Agreement (based on 1, 2, 3 or 6-month interest periods) (or the Canadian BA rate determined in accordance with the Credit Agreement for obligations in Canadian dollars) plus a margin ranging from 4.0% to 5.0% depending on the leverage ratio. Accrued interest on the loans will be paid monthly, or, with respect to loans that are accruing interest based on the LIBOR rate or Canadian BA rate, at the end of the applicable LIBOR or Canadian BA interest rate period. Lenders are entitled to a premium (the “Prepayment Premium”) in the event of certain prepayments of the loans in an amount equal to (i) from May 14, 2015 to May 14, 2016, 2.0% times the sum of (a) the Maximum Revolver Amount plus (b) the outstanding principal amount of the Term Loan and DDTL on the date immediately prior to the date of the prepayment (such sum, the “Prepayment Amount”) (ii) from May 14, 2016 to May 14, 2017, 1.0% times the Prepayment Amount and (iii) during the period from and after May 14, 2017 to the Maturity Date, 0% times the Prepayment Amount. The Company may also be subject to prepayment fees in the case of commitment reductions of the Revolver and also may be obligated to prepay loans upon the occurrence of certain events. The Company is also obligated to pay other customary servicing fees, letter of credit fees and unused credit facility fees. The Loan Facility contains customary affirmative and negative covenants. The negative covenants limit the ability of the Company and its subsidiaries to, among other things (in each case subject to customary exceptions for a credit facility of this size and type): • Incur additional indebtedness or guarantee indebtedness of others; • Create liens on their assets; • Make investments, including certain acquisitions; • Enter into mergers or consolidations; • Dispose of assets; • Pay dividends and make other distributions on the Company’s capital stock, and redeem and repurchase the Company’s capital stock; • Enter into transactions with affiliates; and • Prepay indebtedness or make changes to certain agreements. The Loan Facility also contains financial covenants that require certain subsidiaries to maintain (i) a minimum liquidity of $10.0 million (which shall be $8.0 million once the Company achieves trailing four quarters adjusted EBITDA of at least $8.0 million ) at all times. This covenant is subsequently replaced by certain other financial covenants that are required to be met based on various levels of operating results of the U.S. and Canadian subsidiaries. These financial covenants become more restrictive starting September 30, 2017. If an event of default occurs, at the election of the Lenders, a default interest rate shall apply on all obligations during an event of default, at a rate per annum equal to 2.00% above the applicable interest rate. The Loan Facility limits the Company's ability to buyback its capital stock, subject to restrictions including a minimum liquidity requirement of $20.0 million before and after any such buyback. Termination of Prior Credit Agreements On May 14, 2015, the Company terminated the U.S. Comerica Agreement and the Canadian Comerica Agreement. In conjunction with the terminations, the Company expensed unamortized debt issuance costs of $0.2 million during the six months ended June 30, 2015. Interest Rate and Financing Costs Cash interest costs averaged 5.2% under the new Credit Agreement for the quarter ended June 30, 2015. In addition, the Company incurred $1.1 million of financing costs associated with the Credit Agreement in the quarter ended June 30, 2015. These financing costs will be amortized to non-cash interest expense over the term of the Credit Agreement. Debt Maturities Future debt maturities of long-term debt (excluding financing costs) at June 30, 2015 are as follows (in thousands): Year ending December 31: Remaining 2015 $ 625 2016 1,750 2017 1,250 2018 1,250 2019 1,250 Thereafter 19,496 $ 25,621 |
Net Loss Per Common Share
Net Loss Per Common Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Net Loss Per Common Share The following table sets forth the computations of loss per share (in thousands, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Numerators: Net Loss $ (3,334 ) $ (2,377 ) $ (7,077 ) $ (14,997 ) Preferred stock dividends and accretion — (440 ) — (875 ) Net loss attributable to common stockholders $ (3,334 ) $ (2,817 ) $ (7,077 ) $ (15,872 ) Denominator: Weighted–average common shares outstanding, basic and diluted 14,867,947 3,533,198 14,854,139 3,225,077 Net loss per common share, basic and diluted $ (0.22 ) $ (0.80 ) $ (0.48 ) $ (4.92 ) Due to the net losses for the three and six months ended June 30, 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: As of June 30, 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 810,400 600,312 Restricted stock 605,239 158,508 Total anti–dilutive common share equivalents 1,415,639 7,593,296 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases The Company renewed the office lease for its Nebraska office. The expiration of the renewal term is May 31, 2020. In connection with the renewal, the Company anticipates making approximately $257,000 in annual base rent payments. The Company entered into a new office lease for its Massachusetts office. The inception date of the lease is September 1, 2015 and the expiration of the lease term is August 31, 2018. In connection with the lease, the Company anticipates making approximately $125,000 in annual 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 three months ended June 30, 2015 , the Company entered into seven capital lease agreements for computer equipment and office furniture. The term of each lease ranges from 48 months to 60 months and the Company anticipates making approximately $347,000 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, respectivel y. 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 $0.9 million was incurred during the six months ended June 30, 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 2017 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, the Company 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 | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment consisted of the following (in thousands) at: June 30, 2015 December 31, 2014 Equipment (including equipment under capital lease of $3,414 and $3,028 at June 30, 2015 and December 31, 2014, respectively) $ 9,028 $ 7,712 Furniture and fixtures (including furniture under capital lease of $120 at June 30, 2015 and December 31, 2014) 499 502 Leasehold improvements 624 574 Accumulated depreciation (including equipment and furniture under capital lease of $1,355 and $1,194 at June 30, 2015 and December 31, 2014, respectively) (5,930 ) (4,858 ) Property and equipment, net $ 4,221 $ 3,930 Amortization of assets recorded under capital leases is included with depreciation expense. Depreciation and amortization expense on property and equipment was $0.6 million and $0.5 million for the six months ended June 30, 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 six months ended June 30, 2015 and 2014 . |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Restricted Stock Awards On May 12, 2015, the Company granted 190,000 shares of restricted stock with a grant-date fair value of $6.64 per share. The restricted stock has restrictions which vest over three years from the vesting commencement date for 140,000 shares and over four years from the vesting commencement date for 50,000 shares. The grant-date fair value of the shares is recognized over the requisite vesting period. Restricted share activity during the six months ended June 30, 2015 was as follows: Number of Weighted-Average Grant Date Fair Value Outstanding at December 31, 2014 438,939 $ 8.71 Shares granted 190,000 $ 6.65 Shares vested (23,700 ) $ 3.44 Shares forfeited — $ — Outstanding at June 30, 2015 605,239 $ 8.19 Stock Option Activity Stock option activity during the six months ended June 30, 2015 was as follows: Number of Options Outstanding Weighted-Average Exercise Price Outstanding at December 31, 2014 665,210 $4.39 Options granted 315,359 $6.32 Options exercised (53,295 ) $1.87 Options forfeited (116,874 ) $4.90 Outstanding at June 30, 2015 810,400 $5.29 Share-based Compensation The Company recognized share-based compensation expense from all awards in the following expense categories (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Cost of subscription and support revenue $ 16 $ 6 $ 24 $ 13 Cost of professional services revenue (11 ) 5 (8 ) 11 Sales and marketing 36 7 50 14 Research and development 109 14 120 29 General and administrative 631 150 1,149 300 Total $ 781 $ 184 $ 1,335 $ 367 |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2015 and 2014 . |
Domestic and Foreign Operations
Domestic and Foreign Operations | 6 Months Ended |
Jun. 30, 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 June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenues: U.S. $ 14,099 $ 12,635 $ 28,260 $ 25,105 Canada 1,127 887 2,222 1,773 Other International 2,452 2,689 4,724 4,946 Total Revenues $ 17,678 $ 16,211 $ 35,206 $ 31,824 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions During the three months ended June 30, 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 $450,000 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. Refer to Note 9 for a description of purchase commitments to this company. 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. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 ("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 and six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any other period. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2014 Annual Report on Form 10-K filed with the SEC on March 31, 2015. |
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. |
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 and six months ended June 30, 2015 or 2014 , or more than 10% of accounts receivable as of June 30, 2015 . |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, and accounts payable, and long–term debt. 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. |
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, 2017, including interim periods within that reporting period, using one of two retrospective application methods. Early application is permitted. The Company has not selected a transition method and is currently evaluating the impact of the provisions of ASC 606 as well as the timing of its adoption. 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, with early adoption permitted. The Company has adopted this standard in the second quarter of 2015. The December 31, 2014 balance sheet was retrospectively adjusted to reclassify $0.1 million from Other non-current assets to a reduction of the Notes payable liability. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Lia bilities 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 Earnout consideration liability $ — $ — $ 500 $ 500 Fair Value Measurements at June 30, 2015 Level 1 Level 2 Level 3 Total Earnout consideration liability $ — $ — $ 500 $ 500 |
Goodwill and Other Intangible23
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the Company’s goodwill balance for the six months ended June 30, 2015 are summarized in the table below (in thousands): Balance at January 1, 2015 $ 45,146 Adjustment of 2014 business combination (61 ) Foreign currency translation adjustment (831 ) Balance at June 30, 2015 $ 44,254 |
Schedule of Finite-Lived Intangible Assets | The following is a summary of the Company’s intangible assets, net (in thousands): Estimated Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount December 31, 2014: Customer relationships 10 $ 30,053 $ 5,813 $ 24,240 Trade name 1-3 2,812 2,027 785 Developed technology 4-7 13,305 3,579 9,726 Total intangible assets $ 46,170 $ 11,419 $ 34,751 Estimated Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount June 30, 2015: Customer relationships 1-10 $ 29,921 $ 7,320 $ 22,601 Trade name 1-3 2,796 2,262 534 Developed technology 4-7 13,138 4,576 8,562 Total intangible assets $ 45,855 $ 14,158 $ 31,697 |
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 Year ending December 31: Remainder of 2015 $ 2,952 2016 5,567 2017 5,280 2018 5,044 2019 and thereafter 12,854 Total $ 31,697 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consisted of the following at June 30, 2015 and December 31 , 2014 (in thousands): June 30, 2015 December 31, 2014 Senior secured loans ($25,000 and $16,946 face amount less discount of $1,075 and $155 at June 30, 2015 and December 31, 2014, respectively) $ 23,925 $ 16,791 Revolving credit facility 121 3,000 Seller notes due 2015 — 3,000 Seller notes due 2016 500 500 24,546 23,291 Less current maturities (1,505 ) (10,964 ) Total long-term debt $ 23,041 $ 12,327 |
Schedule of Maturities of Long-term Debt | Future debt maturities of long-term debt (excluding financing costs) at June 30, 2015 are as follows (in thousands): Year ending December 31: Remaining 2015 $ 625 2016 1,750 2017 1,250 2018 1,250 2019 1,250 Thereafter 19,496 $ 25,621 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computations of loss per share (in thousands, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Numerators: Net Loss $ (3,334 ) $ (2,377 ) $ (7,077 ) $ (14,997 ) Preferred stock dividends and accretion — (440 ) — (875 ) Net loss attributable to common stockholders $ (3,334 ) $ (2,817 ) $ (7,077 ) $ (15,872 ) Denominator: Weighted–average common shares outstanding, basic and diluted 14,867,947 3,533,198 14,854,139 3,225,077 Net loss per common share, basic and diluted $ (0.22 ) $ (0.80 ) $ (0.48 ) $ (4.92 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table sets forth the anti–dilutive common share equivalents: As of June 30, 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 810,400 600,312 Restricted stock 605,239 158,508 Total anti–dilutive common share equivalents 1,415,639 7,593,296 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consisted of the following (in thousands) at: June 30, 2015 December 31, 2014 Equipment (including equipment under capital lease of $3,414 and $3,028 at June 30, 2015 and December 31, 2014, respectively) $ 9,028 $ 7,712 Furniture and fixtures (including furniture under capital lease of $120 at June 30, 2015 and December 31, 2014) 499 502 Leasehold improvements 624 574 Accumulated depreciation (including equipment and furniture under capital lease of $1,355 and $1,194 at June 30, 2015 and December 31, 2014, respectively) (5,930 ) (4,858 ) Property and equipment, net $ 4,221 $ 3,930 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Schedule of restricted stock activity | Restricted share activity during the six months ended June 30, 2015 was as follows: Number of Weighted-Average Grant Date Fair Value Outstanding at December 31, 2014 438,939 $ 8.71 Shares granted 190,000 $ 6.65 Shares vested (23,700 ) $ 3.44 Shares forfeited — $ — Outstanding at June 30, 2015 605,239 $ 8.19 |
Schedule of stock option activity | Stock option activity during the six months ended June 30, 2015 was as follows: Number of Options Outstanding Weighted-Average Exercise Price Outstanding at December 31, 2014 665,210 $4.39 Options granted 315,359 $6.32 Options exercised (53,295 ) $1.87 Options forfeited (116,874 ) $4.90 Outstanding at June 30, 2015 810,400 $5.29 |
Schedule of allocated share-based compensation expense | The Company recognized share-based compensation expense from all awards in the following expense categories (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Cost of subscription and support revenue $ 16 $ 6 $ 24 $ 13 Cost of professional services revenue (11 ) 5 (8 ) 11 Sales and marketing 36 7 50 14 Research and development 109 14 120 29 General and administrative 631 150 1,149 300 Total $ 781 $ 184 $ 1,335 $ 367 |
Domestic and Foreign Operatio28
Domestic and Foreign Operations (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenues: U.S. $ 14,099 $ 12,635 $ 28,260 $ 25,105 Canada 1,127 887 2,222 1,773 Other International 2,452 2,689 4,724 4,946 Total Revenues $ 17,678 $ 16,211 $ 35,206 $ 31,824 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other assets | $ (317) | $ (284) |
Early Adoption [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other assets | 100 | |
Notes payable | $ 100 |
Acquisitions (2014 Acquisitions
Acquisitions (2014 Acquisitions) (Details) | Dec. 10, 2014 | Nov. 21, 2014 |
Solution Q, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of voting interests acquired | 100.00% | |
Mobile Commons, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of voting interests acquired | 100.00% |
Fair Value Measurements (Assets
Fair Value Measurements (Assets and Liabilties at Fair Value, Recurring Basis) (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout consideration liability | $ 500 | $ 500 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout consideration liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout consideration liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout consideration liability | $ 500 | $ 500 |
Goodwill and Other Intangible32
Goodwill and Other Intangible Assets (Schedule of Goodwill) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Goodwill [Roll Forward] | |
Beginning Balance, Goodwill | $ 45,146 |
Adjustment of 2014 business combination | (61) |
Foreign currency translation adjustment | (831) |
Ending Balance, Goodwill | $ 44,254 |
Goodwill and Other Intangible33
Goodwill and Other Intangible Assets (Intangible Assets, Net) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 45,855 | $ 46,170 |
Accumulated Amortization | 14,158 | 11,419 |
Net Carrying Amount | 31,697 | 34,751 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 29,921 | 30,053 |
Accumulated Amortization | 7,320 | 5,813 |
Net Carrying Amount | $ 22,601 | $ 24,240 |
Estimated Useful Life | 10 years | |
Customer Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 1 year | |
Customer Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 10 years | |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,796 | $ 2,812 |
Accumulated Amortization | 2,262 | 2,027 |
Net Carrying Amount | $ 534 | $ 785 |
Trade Names [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 1 year | 1 year |
Trade Names [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 3 years | 3 years |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 13,138 | $ 13,305 |
Accumulated Amortization | 4,576 | 3,579 |
Net Carrying Amount | $ 8,562 | $ 9,726 |
Developed Technology [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 4 years | 4 years |
Developed Technology [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 7 years | 7 years |
Goodwill and Other Intangible34
Goodwill and Other Intangible Assets (Estimated Annual Amortization Expense) (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Remainder of 2015 | $ 2,952 | ||
2,016 | 5,567 | ||
2,017 | 5,280 | ||
2,018 | 5,044 | ||
2019 and thereafter | 12,854 | ||
Net Carrying Amount | 31,697 | $ 34,751 | |
Amortization charge of intangible asset | $ 2,900 | $ 2,500 |
Debt (Long-term Debt) (Details)
Debt (Long-term Debt) (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 24,546,000 | $ 23,291,000 |
Less current maturities | (1,505,000) | (10,964,000) |
Total long-term debt | 23,041,000 | 12,327,000 |
Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 23,925,000 | 16,791,000 |
Senior Secured Notes [Member] | Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Face amount | 25,000,000 | 16,946,000 |
Note discount | 1,075,000 | 155,000 |
Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 121,000 | 3,000,000 |
Seller Notes Due 2015 [Member] | Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 3,000,000 |
Seller Notes Due 2016 [Member] | Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 500,000 | $ 500,000 |
Debt (New Loan and Security Agr
Debt (New Loan and Security Agreements) (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Revolving Credit Facility [Member] | U.S. [Member] | |
Line of Credit Facility [Line Items] | |
Outstanding borrowings | $ 100 |
Revolving Credit Facility [Member] | Canadian [Member] | |
Line of Credit Facility [Line Items] | |
Outstanding borrowings | 28 |
Term Loan [Member] | U.S. [Member] | |
Line of Credit Facility [Line Items] | |
Outstanding borrowings | 19,000 |
Term Loan [Member] | Canadian [Member] | |
Line of Credit Facility [Line Items] | |
Outstanding borrowings | $ 6,000 |
Debt (Loans) (Details)
Debt (Loans) (Details) - Credit Agreement [Member] | May. 14, 2015USD ($) |
Line of Credit [Member] | |
Line of Credit Facility [Line Items] | |
Maximum borrowing capacity, including optional additional capacity | $ 60,000,000 |
Additional borrowing capacity upon satisfaction of terms and conditions | 15,000,000 |
Line of Credit [Member] | Subordinated, unsecured debt [Member] | |
Line of Credit Facility [Line Items] | |
Maximum borrowing capacity | 10,000,000 |
Revolving Credit Facility [Member] | U.S. [Member] | |
Line of Credit Facility [Line Items] | |
Maximum borrowing capacity | 9,000,000 |
Revolving Credit Facility [Member] | Canadian [Member] | |
Line of Credit Facility [Line Items] | |
Maximum borrowing capacity | 1,000,000 |
Term Loan [Member] | U.S. [Member] | |
Line of Credit Facility [Line Items] | |
Maximum borrowing capacity | 19,000,000 |
Term Loan [Member] | Canadian [Member] | |
Line of Credit Facility [Line Items] | |
Maximum borrowing capacity | 6,000,000 |
DDTL [Member] | |
Line of Credit Facility [Line Items] | |
Maximum borrowing capacity | $ 10,000,000 |
Debt (Terms of Revolver, Term L
Debt (Terms of Revolver, Term Loans, and Delay Draw Term Loan) (Details) - May. 14, 2015 - Credit Agreement [Member] | USD ($) |
Line of Credit [Member] | Maximum Revolver Amount [Member] | |
Line of Credit Facility [Line Items] | |
Maximum borrowing capacity | $ 10,000,000 |
Multiplier used to calculate borrowing capacity | 0.80 |
Letter of Credit [Member] | U.S. [Member] | |
Line of Credit Facility [Line Items] | |
Maximum borrowing capacity | $ 500,000 |
Letter of Credit [Member] | Canadian [Member] | |
Line of Credit Facility [Line Items] | |
Maximum borrowing capacity | 250,000 |
Term Loan [Member] | U.S. [Member] | |
Line of Credit Facility [Line Items] | |
Maximum borrowing capacity | $ 19,000,000 |
Quarterly payment, percentage of principal | 5.00% |
Term Loan [Member] | Canadian [Member] | |
Line of Credit Facility [Line Items] | |
Maximum borrowing capacity | $ 6,000,000 |
Quarterly payment, percentage of principal | 5.00% |
DDTL [Member] | |
Line of Credit Facility [Line Items] | |
Maximum borrowing capacity | $ 10,000,000 |
Quarterly payment, percentage of principal | 5.00% |
Debt (Other Terms of Loan Facil
Debt (Other Terms of Loan Facility) (Details) - May. 14, 2015 - Line of Credit [Member] - USD ($) | Total |
LIBOR [Member] | U.S. [Member] | |
Line of Credit Facility [Line Items] | |
Basis spread on base rate | 1.00% |
Federal Funds Rate [Member] | U.S. [Member] | |
Line of Credit Facility [Line Items] | |
Basis spread on base rate | 0.50% |
Minimum [Member] | Base Rate [Member] | U.S. [Member] | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 3.00% |
Minimum [Member] | Base Rate [Member] | Canadian [Member] | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 3.00% |
Minimum [Member] | LIBOR [Member] | U.S. [Member] | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 4.00% |
Minimum [Member] | LIBOR [Member] | Canadian [Member] | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 4.00% |
Maximum [Member] | Base Rate [Member] | U.S. [Member] | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 4.00% |
Maximum [Member] | Base Rate [Member] | Canadian [Member] | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 4.00% |
Maximum [Member] | LIBOR [Member] | U.S. [Member] | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 5.00% |
Maximum [Member] | LIBOR [Member] | Canadian [Member] | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 5.00% |
Credit Agreement [Member] | |
Line of Credit Facility [Line Items] | |
Prepayment premium percentage for year one | 2.00% |
Prepayment premium percentage for year two | 1.00% |
Prepayment premium percentage thereafter | 0.00% |
Loan Facility [Member] | |
Line of Credit Facility [Line Items] | |
Covenant, minimum liquidity | $ 10,000,000 |
Covenant, minimum liquidity after satisfaction of covenant term | 8,000,000 |
Covenant, minimum EBITDA | $ 8,000,000 |
Increase in interest rate upon default | 2.00% |
Covenant, minimum liquidity to buyback stock | $ 20,000,000 |
Debt (Additional Information) (
Debt (Additional Information) (Details) - Jun. 30, 2015 - USD ($) $ in Millions | Total | Total |
U.S. Comerica Agreement and the Canadian Comerica Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Unamortized debt issuance costs expensed | $ 0.2 | |
Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Percentage of cash interest costs | 5.20% | |
Financing costs incurred | $ 1.1 |
Debt (Future Debt Maturities of
Debt (Future Debt Maturities of Long-term Debt) (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Debt Disclosure [Abstract] | |
Remaining 2,015 | $ 625 |
2,016 | 1,750 |
2,017 | 1,250 |
2,018 | 1,250 |
2,019 | 1,250 |
Thereafter | 19,496 |
Long-term debt | $ 25,621 |
Net Loss Per Common Share (Comp
Net Loss Per Common Share (Computation of Loss Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Numerators: | ||||
Net loss | $ (3,334) | $ (2,377) | $ (7,077) | $ (14,997) |
Preferred stock dividends and accretion | 0 | (440) | 0 | (875) |
Net loss attributable to common shareholders | $ (3,334) | $ (2,817) | $ (7,077) | $ (15,872) |
Denominator: | ||||
Weighted–average common shares outstanding, basic and diluted (in shares) | 14,867,947 | 3,533,198 | 14,854,139 | 3,225,077 |
Net loss per common share, basic and diluted (in USD per share) | $ (0.22) | $ (0.80) | $ (0.48) | $ (4.92) |
Net Loss Per Common Share (Anti
Net Loss Per Common Share (Anti–Dilutive Common Share Equivalents) (Details) - shares | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti–dilutive common share equivalents | 1,415,639 | 7,593,296 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti–dilutive common share equivalents | 810,400 | 600,312 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti–dilutive common share equivalents | 605,239 | 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) - Jun. 30, 2015 | USD ($)lease_agreement |
Line of Credit Facility [Line Items] | |
Purchase obligation | $ 2,100,000 |
Purchase obligation incurred during period | 900,000 |
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 |
Computer Equipment [Member] | |
Line of Credit Facility [Line Items] | |
Number of capital lease agreements | lease_agreement | 7 |
Approximate future payments due | $ 347,000 |
Letter of Credit [Member] | |
Line of Credit Facility [Line Items] | |
Letter of credit amount with bank | $ 100,000 |
Minimum [Member] | Computer Equipment [Member] | |
Line of Credit Facility [Line Items] | |
Term of capital lease | 48 months |
Maximum [Member] | Computer Equipment [Member] | |
Line of Credit Facility [Line Items] | |
Term of capital lease | 60 months |
NEBRASKA | |
Line of Credit Facility [Line Items] | |
Annual base rent payments | $ 257,000 |
MASSACHUSETTS | |
Line of Credit Facility [Line Items] | |
Annual base rent payments | $ 125,000 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $ 600 | $ 500 | |
Property, Plant and Equipment, Net [Abstract] | |||
Accumulated depreciation | (5,930) | $ (4,858) | |
Property and equipment, net | 4,221 | 3,930 | |
Equipment [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and Equipment | 9,028 | 7,712 | |
Capital lease assets, gross | 3,414 | 3,028 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and Equipment | 499 | 502 | |
Capital lease assets, gross | 120 | 120 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and Equipment | 624 | 574 | |
Equipment and Furniture [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Capital lease assets, gross | $ 1,355 | $ 1,194 |
Stockholders' Equity (Restricte
Stockholders' Equity (Restricted Stock Awards) (Details) - Restricted Stock [Member] - $ / shares | May. 12, 2015 | Jun. 30, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock granted | 190,000 | 190,000 |
Grant date fair value (in dollars per share) | $ 6.64 | $ 6.65 |
Tranche One [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock granted | 140,000 | |
Vesting period | 3 years | |
Tranche Two [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock granted | 50,000 | |
Vesting period | 4 years |
Stockholders' Equity (Restric47
Stockholders' Equity (Restricted Stock Activity) (Details) - Restricted Stock [Member] - $ / shares | May. 12, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Number of Restricted Shares Outstanding | |||
Number of Restricted Shares Outstanding, Beginning Balance | 438,939 | ||
Number of Restricted Shares Outstanding, Shares granted | 190,000 | 190,000 | |
Number of Restricted Shares Outstanding, Shares vested | (23,700) | ||
Number of Restricted Shares Outstanding, Shares forfeited | 0 | ||
Number of Restricted Shares Outstanding, Ending Balance | 605,239 | ||
Weighted-Average Grant Date Fair Value | |||
Number of Restricted Shares Outstanding, Weighted-Average Grant Date Fair Value (in USD per share), Beginning Balance | $ 8.19 | $ 8.71 | |
Number of Restricted Shares Outstanding, Weighted-Average Grant Date Fair Value, Shares granted (in USD per share) | $ 6.64 | 6.65 | |
Number of Restricted Shares Outstanding, Weighted-Average Grant Date Fair Value, Shares vested (in USD per share) | 3.44 | ||
Number of Restricted Shares Outstanding, Weighted-Average Grant Date Fair Value, Shares forfeited (in USD per share) | 0 | ||
Number of Restricted Shares Outstanding, Weighted-Average Grant Date Fair Value (in USD per share), Ending Balance | $ 8.19 |
Stockholders' Equity (Stock Opt
Stockholders' Equity (Stock Option Activity) (Details) - 6 months ended Jun. 30, 2015 - $ / shares | Total |
Number of Options Outstanding (in shares) | |
Number of Options Outstanding at beginning of period | 665,210 |
Number of Options Outstanding, options granted | 315,359 |
Number of Options Outstanding, options exercised | (53,295) |
Number of Options Outstanding, options forfeited | (116,874) |
Number of Options Outstanding at end of period | 810,400 |
Weighted-Average Exercise Price | |
Weighted-Average Exercise Price, beginning of period (in dollars per share) | $ 4.39 |
Weighted-Average Exercise Price, options granted (in dollars per share) | 6.32 |
Weighted-Average Exercise Price, options exercised (in dollars per share) | 1.87 |
Weighted-Average Exercise Price, options forfeited (in dollars per share) | 4.90 |
Weighted-Average Exercise Price, end of period (in dollars per share) | $ 5.29 |
Stockholders' Equity (Shared Ba
Stockholders' Equity (Shared Based Compensation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | $ 781 | $ 184 | $ 1,335 | $ 367 |
Cost of Subscription and Support Revenue [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | 16 | 6 | 24 | 13 |
Cost of Professional Services Revenue [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | (11) | 5 | (8) | 11 |
Sales and Marketing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | 36 | 7 | 50 | 14 |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | 109 | 14 | 120 | 29 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | $ 631 | $ 150 | $ 1,149 | $ 300 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) | Jun. 30, 2015retirement_plan |
Compensation and Retirement Disclosure [Abstract] | |
Number of voluntary defined contribution plans | 2 |
Domestic and Foreign Operatio51
Domestic and Foreign Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 17,678 | $ 16,211 | $ 35,206 | $ 31,824 |
U.S. [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 14,099 | 12,635 | 28,260 | 25,105 |
Canada [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,127 | 887 | 2,222 | 1,773 |
Other International [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 2,452 | $ 2,689 | $ 4,724 | $ 4,946 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Jan. 31, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||||
Shares issued to related party | 15,313,551 | 15,249,118 | ||
Investor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amount of related party transaction | $ 450 | $ 532 | ||
Shares issued to related party | 1,803,574 | |||
Investor [Member] | Research and Development Expense [Member] | ||||
Related Party Transaction [Line Items] | ||||
Noncash charge recorded in research and development | $ 11,200 |