Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 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 | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 15,554,588 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 28,694 | $ 30,988 |
Accounts receivable, net of allowance of $896 and $890 at September 30, 2015 and December 31, 2014, respectively | 10,433 | 14,559 |
Prepaid and other | 1,778 | 2,069 |
Total current assets | 40,905 | 47,616 |
Canadian tax credits receivable | 2,167 | 3,959 |
Property and equipment, net | 4,507 | 3,930 |
Intangible assets, net | 29,972 | 34,751 |
Goodwill | 43,098 | 45,146 |
Other assets | 368 | 364 |
Total assets | 121,017 | 135,766 |
Current liabilities: | ||
Accounts payable | 2,241 | 2,258 |
Accrued compensation | 3,064 | 2,372 |
Accrued expenses and other | 3,111 | 4,304 |
Deferred revenue | 18,749 | 21,182 |
Due to seller | 1,898 | 4,365 |
Current maturities of notes payable (includes unamortized discount of $255 and $38 at September 30, 2015 and December 31, 2014, respectively, based on imputed interest rate of 6.3%) | 1,495 | 10,964 |
Total current liabilities | 30,558 | 45,445 |
Canadian tax credit liability to sellers | 452 | 1,616 |
Notes payable, less current maturities (includes unamortized discount of $813 and $117 at September 30, 2015 and December 31, 2014, respectively, based on imputed interest rate of 6.3%) | 22,624 | 12,407 |
Deferred revenue | 21 | 194 |
Noncurrent deferred tax liability, net | 2,712 | 3,006 |
Other long-term liabilities | 1,847 | 1,701 |
Total liabilities | 58,214 | 64,369 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 50,000,000 shares authorized: 15,554,588 and 15,249,118 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | 2 | 2 |
Additional paid-in capital | 110,389 | 108,337 |
Accumulated other comprehensive loss | (2,961) | (1,716) |
Accumulated deficit | (44,627) | (35,226) |
Total stockholders’ equity | 62,803 | 71,397 |
Total liabilities and stockholders’ equity | $ 121,017 | $ 135,766 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Allowance for doubtful accounts | $ 896 | $ 890 |
Par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Shares authorized | 50,000,000 | 50,000,000 |
Shares issued | 15,554,588 | 15,249,118 |
Shares outstanding | 15,554,588 | 15,249,118 |
Notes Payable, Current [Member] | ||
Unamortized discount | $ 255 | $ 38 |
Imputed interest | 6.30% | |
Notes Payable, Noncurrent [Member] | ||
Unamortized discount | $ 813 | $ 117 |
Imputed interest | 6.30% |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenue: | ||||
Subscription and support | $ 14,129 | $ 12,368 | $ 42,474 | $ 35,910 |
Perpetual license | 540 | 850 | 2,197 | 1,947 |
Total product revenue | 14,669 | 13,218 | 44,671 | 37,857 |
Professional services | 2,436 | 3,057 | 7,640 | 10,242 |
Total revenue | 17,105 | 16,275 | 52,311 | 48,099 |
Cost of revenue: | ||||
Subscription and support | 4,771 | 3,488 | 14,344 | 10,092 |
Professional services | 1,677 | 2,305 | 5,317 | 7,042 |
Total cost of revenue | 6,448 | 5,793 | 19,661 | 17,134 |
Gross profit | 10,657 | 10,482 | 32,650 | 30,965 |
Operating expenses: | ||||
Sales and marketing | 2,929 | 3,767 | 9,907 | 10,918 |
Research and development | 3,852 | 3,793 | 11,930 | 22,186 |
Refundable Canadian tax credits | (115) | (138) | (358) | (412) |
General and administrative | 4,494 | 3,555 | 14,327 | 9,231 |
Depreciation and amortization | 1,130 | 1,067 | 3,207 | 3,188 |
Acquisition-related expenses | 176 | 108 | 1,081 | 629 |
Total operating expenses | 12,466 | 12,152 | 40,094 | 45,740 |
Loss from operations | (1,809) | (1,670) | (7,444) | (14,775) |
Interest expense, net | (462) | (397) | (1,385) | (1,231) |
Other expense, net | 137 | 60 | (387) | (308) |
Total other expense | (325) | (337) | (1,772) | (1,539) |
Loss before provision for income taxes | (2,134) | (2,007) | (9,216) | (16,314) |
Provision for income taxes | (190) | (438) | (185) | (1,128) |
Net loss | (2,324) | (2,445) | (9,401) | (17,442) |
Preferred stock dividends and accretion | 0 | (445) | 0 | (1,320) |
Net loss attributable to common shareholders | $ (2,324) | $ (2,890) | $ (9,401) | $ (18,762) |
Net loss per common share: | ||||
Net loss per common share, basic and diluted (in USD per share) | $ (0.16) | $ (0.80) | $ (0.63) | $ (5.60) |
Weighted-average common shares outstanding, basic and diluted (in shares) | 14,934,796 | 3,610,459 | 14,882,893 | 3,350,786 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (2,324) | $ (2,445) | $ (9,401) | $ (17,442) |
Foreign currency translation adjustment | (757) | (502) | (1,245) | (426) |
Comprehensive loss | $ (3,081) | $ (2,947) | $ (10,646) | $ (17,868) |
Condensed Consolidated Statment
Condensed Consolidated Statments of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating activities | ||
Net loss | $ (9,401) | $ (17,442) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 6,077 | 5,463 |
Deferred income taxes | 450 | 52 |
Foreign currency re-measurement loss | 779 | 0 |
Non-cash interest and other expense | 312 | 519 |
Non-cash stock compensation expense | 1,990 | 617 |
Stock-based compensation—related party vendor | 0 | 11,220 |
Changes in operating assets and liabilities, net of purchase business combinations: | ||
Accounts receivable | 3,689 | (3,487) |
Prepaids and other | 1,097 | (3,643) |
Accounts payable | 40 | 3,545 |
Accrued expenses and other liabilities | (2,069) | 250 |
Deferred revenue | (1,293) | 3,574 |
Net cash provided by operating activities | 1,671 | 668 |
Investing activities | ||
Purchase of property and equipment | (461) | (544) |
Purchase of customer relationships | (372) | 0 |
Purchase business combinations, net of cash acquired | (2,714) | 0 |
Net cash used in investing activities | (3,547) | (544) |
Financing activities | ||
Payments on capital leases | (767) | (384) |
Proceeds from notes payable, net of issuance costs | 24,088 | 2,700 |
Payments on notes payable | (23,592) | (3,753) |
Issuance costs | 0 | (97) |
Issuance of common stock, net of issuance costs | 62 | 0 |
Additional consideration paid to sellers of businesses | (9) | 0 |
Net cash used in financing activities | (218) | (1,534) |
Effect of exchange rate fluctuations on cash | (200) | (103) |
Change in cash and cash equivalents | (2,294) | (1,513) |
Cash and cash equivalents, beginning of period | 30,988 | 4,703 |
Cash and cash equivalents, end of period | 28,694 | 3,190 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 1,108 | 1,035 |
Cash paid for taxes | 327 | 34 |
Noncash investing and financing activities | ||
Equipment acquired pursuant to capital lease obligations | $ 1,796 | $ 1,059 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. 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 nine months ended September 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 nine months ended September 30, 2015 or 2014 or for the year ended December 31, 2014 , or more than 10% of accounts receivable as of September 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. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. ASU 2015-16 eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The guidance is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption permitted. The Company does not intend to adopt this standard prior to the effective date. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 2. 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 | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. 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 September 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 | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 4. Goodwill and Other Intangible Assets Changes in the Company’s goodwill balance for the nine months ended September 30, 2015 are summarized in the table below (in thousands): Balance at January 1, 2015 $ 45,146 Adjustment of 2014 business combination (153 ) Foreign currency translation adjustment (1,895 ) Balance at September 30, 2015 $ 43,098 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 and additional purchases of customer relationships, with useful lives of approximately 1 year, totaling $766,000 for the nine months ended September 30, 2015 . 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 September 30, 2015: Customer relationships 1-10 $ 29,683 $ 8,041 $ 21,642 Trade name 1-3 2,777 2,367 410 Developed technology 4-7 12,928 5,008 7,920 Total intangible assets $ 45,388 $ 15,416 $ 29,972 The following table summarizes the Company's weighted-average amortization period, in total and by major finite-lived intangible asset class (in years), as of: September 30, 2015 December 31, 2014 Customer relationships 9.5 10 Trade name 3 3 Developed technology 6.4 6.6 Total weighted-average amortization period 8.3 8.7 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 nine months ended September 30, 2015 and 2014 . Total amortization expense was $4.5 million and $3.8 million during the nine months ended September 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 $ 1,550 2016 5,828 2017 5,181 2018 4,947 2019 and thereafter 12,466 Total $ 29,972 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. Income Taxes The Company’s income tax provision for the three and nine months ended September 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 nine months ended September 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 September 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 2014 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 2014 remain subject to examination. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 6. Net Loss Per Share The following table sets forth the computations of loss per share (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Numerators: Net Loss $ (2,324 ) $ (2,445 ) $ (9,401 ) $ (17,442 ) Preferred stock dividends and accretion — (445 ) — (1,320 ) Net loss attributable to common stockholders $ (2,324 ) $ (2,890 ) $ (9,401 ) $ (18,762 ) Denominator: Weighted–average common shares outstanding, basic and diluted 14,934,796 3,610,459 14,882,893 3,350,786 Net loss per common share, basic and diluted $ (0.16 ) $ (0.80 ) $ (0.63 ) $ (5.60 ) Due to the net losses for the three and nine months ended September 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: September 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 718,434 702,849 Restricted stock 583,142 338,773 Total anti–dilutive common share equivalents 1,301,576 7,876,098 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Capital Leases During the three months ended September 30, 2015 , the Company entered into six capital lease agreements for computer equipment. The term of each lease is 48 months and the Company anticipates making approximately $554,000 in total 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 $1.4 million was incurred during the nine months ended September 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. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | 8. Stockholders' Equity Restricted Stock Awards Restricted share activity during the nine months ended September 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 $ 6.64 Shares vested (45,797 ) $ 5.25 Shares forfeited — $ — Outstanding at September 30, 2015 583,142 $ 8.31 Stock Option Activity Stock option activity during the nine months ended September 30, 2015 was as follows: Number of Weighted– Outstanding at December 31, 2014 665,210 $ 4.39 Options granted 315,359 $ 6.64 Options exercised (105,545 ) $ 2.18 Options forfeited (156,590 ) $ 6.07 Outstanding at September 30, 2015 718,434 $ 5.33 Share-based Compensation The Company recognized share-based compensation expense from all awards in the following expense categories (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Cost of subscription and support revenue $ 17 $ 8 $ 41 $ 21 Cost of professional services revenue 1 5 (7 ) 16 Sales and marketing 5 10 55 24 Research and development 69 16 189 45 General and administrative 563 211 1,712 511 Total $ 655 $ 250 $ 1,990 $ 617 |
Domestic and Foreign Operations
Domestic and Foreign Operations | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Domestic and Foreign Operations | 9. Domestic and Foreign Operations Revenue by geography is based on the ship-to address of the customer, which is intended to approximate where the customer’s users are located. The ship-to country is generally the same as the billing country. The Company has operations in the U.S., Canada and Europe. Information about these operations is presented below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenues: U.S. $ 14,271 $ 12,856 $ 42,531 $ 37,870 Canada 981 929 3,203 2,811 Other International 1,853 2,490 6,577 7,418 Total Revenues $ 17,105 $ 16,275 $ 52,311 $ 48,099 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions The Company purchased software development services pursuant to a technology services agreement with a company controlled by a non-management investor in the Company during the three months ended September 30, 2015 and 2014 in the amount of $550,000 and $532,000 , and during the nine ended September 30, 2015 and 2014 in the amount of $1.4 million and $1.6 m, 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 7 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. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events On November 13, 2015, the Company acquired all outstanding shares of Ultriva, Inc., a cloud-based supply chain work management software provider. The purchase price consideration paid in the transaction is approximately $4.9 million in cash payable at closing (net of approximately $0.5 million of cash acquired), a $0.1 million cash holdback payable in four (4) months (subject to working capital claims), a $0.6 million cash holdback payable in twelve (12) months (subject to indemnifications claims) and approximately 225,000 shares of the Company’s common stock (additionally, up to $0.2 million in shares are expected to be held for 12 months and subject to indemnification claims by the Company). |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 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 nine months ended September 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 nine months ended September 30, 2015 or 2014 or for the year ended December 31, 2014 , or more than 10% of accounts receivable as of September 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. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. ASU 2015-16 eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The guidance is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption permitted. The Company does not intend to adopt this standard prior to the effective date. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 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 September 30, 2015 Level 1 Level 2 Level 3 Total Earnout consideration liability $ — $ — $ 500 $ 500 |
Goodwill and Other Intangible20
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the Company’s goodwill balance for the nine months ended September 30, 2015 are summarized in the table below (in thousands): Balance at January 1, 2015 $ 45,146 Adjustment of 2014 business combination (153 ) Foreign currency translation adjustment (1,895 ) Balance at September 30, 2015 $ 43,098 |
Schedule of Finite-Lived Intangible Assets | he 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 September 30, 2015: Customer relationships 1-10 $ 29,683 $ 8,041 $ 21,642 Trade name 1-3 2,777 2,367 410 Developed technology 4-7 12,928 5,008 7,920 Total intangible assets $ 45,388 $ 15,416 $ 29,972 T |
Schedule of Finite-lived Intangible Assets, Weighted Average Amortization Period | The following table summarizes the Company's weighted-average amortization period, in total and by major finite-lived intangible asset class (in years), as of: September 30, 2015 December 31, 2014 Customer relationships 9.5 10 Trade name 3 3 Developed technology 6.4 6.6 Total weighted-average amortization period 8.3 8.7 |
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 $ 1,550 2016 5,828 2017 5,181 2018 4,947 2019 and thereafter 12,466 Total $ 29,972 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Numerators: Net Loss $ (2,324 ) $ (2,445 ) $ (9,401 ) $ (17,442 ) Preferred stock dividends and accretion — (445 ) — (1,320 ) Net loss attributable to common stockholders $ (2,324 ) $ (2,890 ) $ (9,401 ) $ (18,762 ) Denominator: Weighted–average common shares outstanding, basic and diluted 14,934,796 3,610,459 14,882,893 3,350,786 Net loss per common share, basic and diluted $ (0.16 ) $ (0.80 ) $ (0.63 ) $ (5.60 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table sets forth the anti–dilutive common share equivalents: September 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 718,434 702,849 Restricted stock 583,142 338,773 Total anti–dilutive common share equivalents 1,301,576 7,876,098 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Schedule of restricted stock activity | Restricted share activity during the nine months ended September 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 $ 6.64 Shares vested (45,797 ) $ 5.25 Shares forfeited — $ — Outstanding at September 30, 2015 583,142 $ 8.31 |
Schedule of Stock Option Activity | Stock option activity during the nine months ended September 30, 2015 was as follows: Number of Weighted– Outstanding at December 31, 2014 665,210 $ 4.39 Options granted 315,359 $ 6.64 Options exercised (105,545 ) $ 2.18 Options forfeited (156,590 ) $ 6.07 Outstanding at September 30, 2015 718,434 $ 5.33 |
Schedule of allocated share-based compensation expense | Share-based Compensation The Company recognized share-based compensation expense from all awards in the following expense categories (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Cost of subscription and support revenue $ 17 $ 8 $ 41 $ 21 Cost of professional services revenue 1 5 (7 ) 16 Sales and marketing 5 10 55 24 Research and development 69 16 189 45 General and administrative 563 211 1,712 511 Total $ 655 $ 250 $ 1,990 $ 617 |
Domestic and Foreign Operatio23
Domestic and Foreign Operations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of revenues and long lived assets by geographical area | The Company has operations in the U.S., Canada and Europe. Information about these operations is presented below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenues: U.S. $ 14,271 $ 12,856 $ 42,531 $ 37,870 Canada 981 929 3,203 2,811 Other International 1,853 2,490 6,577 7,418 Total Revenues $ 17,105 $ 16,275 $ 52,311 $ 48,099 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other assets | $ (368) | $ (364) |
Notes payable | $ 22,624 | 12,407 |
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) - Recurring Measurement Basis [Member] - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout consideration liability | $ 500 | $ 500 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout consideration liability | 0 | 0 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout consideration liability | 0 | 0 |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout consideration liability | $ 500 | $ 500 |
Goodwill and Other Intangible27
Goodwill and Other Intangible Assets (Schedule of Goodwill) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill [Roll Forward] | |
Beginning Balance, Goodwill | $ 45,146 |
Adjustment of 2014 business combination | (153) |
Foreign currency translation adjustment | (1,895) |
Ending Balance, Goodwill | $ 43,098 |
Goodwill and Other Intangible28
Goodwill and Other Intangible Assets (Intangible Assets, Net) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Purchase of customer relationships | $ 372 | $ 0 | |
Gross Carrying Amount | 45,388 | $ 46,170 | |
Accumulated Amortization | 15,416 | 11,419 | |
Net Carrying Amount | 29,972 | 34,751 | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Purchase of customer relationships | 766 | ||
Gross Carrying Amount | 29,683 | 30,053 | |
Accumulated Amortization | 8,041 | 5,813 | |
Net Carrying Amount | $ 21,642 | $ 24,240 | |
Estimated useful life (in years) | 1 year | 10 years | |
Customer Relationships [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life (in years) | 1 year | ||
Customer Relationships [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life (in years) | 10 years | ||
Trade Name [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 2,777 | $ 2,812 | |
Accumulated Amortization | 2,367 | 2,027 | |
Net Carrying Amount | $ 410 | $ 785 | |
Trade Name [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life (in years) | 1 year | 1 year | |
Trade Name [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life (in years) | 3 years | 3 years | |
Developed Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 12,928 | $ 13,305 | |
Accumulated Amortization | 5,008 | 3,579 | |
Net Carrying Amount | $ 7,920 | $ 9,726 | |
Developed Technology [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life (in years) | 4 years | 4 years | |
Developed Technology [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life (in years) | 7 years | 7 years |
Goodwill and Other Intangible29
Goodwill and Other Intangible Assets (Weighted-Average Amortization Period) (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period (in years) | 8 years 3 months 18 days | 8 years 8 months 12 days |
Customer Relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period (in years) | 9 years 6 months | 10 years |
Trade Name [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period (in years) | 3 years | 3 years |
Developed Technology [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period (in years) | 6 years 4 months 24 days | 6 years 7 months 6 days |
Goodwill and Other Intangible30
Goodwill and Other Intangible Assets (Estimated Annual Amortization Expense) (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization charge of intangible assets | $ 4,500 | $ 3,800 | |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |||
Remainder of 2015 | 1,550 | ||
2,016 | 5,828 | ||
2,017 | 5,181 | ||
2,018 | 4,947 | ||
2019 and thereafter | 12,466 | ||
Net Carrying Amount | $ 29,972 | $ 34,751 |
Net Loss Per Share (Computation
Net Loss Per Share (Computation of Loss Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerators: | ||||
Net loss | $ (2,324) | $ (2,445) | $ (9,401) | $ (17,442) |
Preferred stock dividends and accretion | 0 | (445) | 0 | (1,320) |
Net loss attributable to common shareholders | $ (2,324) | $ (2,890) | $ (9,401) | $ (18,762) |
Denominator: | ||||
Weighted–average common shares outstanding, basic and diluted (in shares) | 14,934,796 | 3,610,459 | 14,882,893 | 3,350,786 |
Net loss per common share, basic and diluted (in USD per share) | $ (0.16) | $ (0.80) | $ (0.63) | $ (5.60) |
Net Loss Per Share (Anti_Diluti
Net Loss Per Share (Anti–Dilutive Common Share Equivalents) (Details) - shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti–dilutive common share equivalents (in shares) | 1,301,576 | 7,876,098 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti–dilutive common share equivalents (in shares) | 718,434 | 702,849 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti–dilutive common share equivalents (in shares) | 583,142 | 338,773 |
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 (in shares) | 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 (in shares) | 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 (in shares) | 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 (in shares) | 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 (in shares) | 0 | 1,918,048 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($)lease_agreement | |
Commitments and Contingencies Disclosure [Abstract] | |
Number of capital lease agreements | lease_agreement | 6 |
Term of capital lease (in months) | 48 months |
Approximate future payments due | $ 554 |
Purchase obligation | 2,100 |
Purchase obligation incurred during period | 1,400 |
Increase in obligation of second year if a 10% increase in revenue | 213 |
Purchase obligation in second year if revenue increases 10% | 2,300 |
Increase in obligation of third year if a 10% increase in revenue | 234 |
Purchase obligation in third year if revenue increases 10% | $ 2,600 |
Stockholders' Equity (Restricte
Stockholders' Equity (Restricted Stock Activity) (Details) - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Number of Restricted Shares Outstanding | |
Number of Restricted Shares Outstanding, Beginning Balance | 438,939 |
Number of Restricted Shares Outstanding, Shares granted | 190,000 |
Number of Restricted Shares Outstanding, Shares vested | (45,797) |
Number of Restricted Shares Outstanding, Shares forfeited | 0 |
Number of Restricted Shares Outstanding, Ending Balance | 583,142 |
Weighted-Average Grant Date Fair Value | |
Number of Restricted Shares Outstanding, Weighted-Average Grant Date Fair Value (in USD per share), Beginning Balance | $ / shares | $ 8.71 |
Number of Restricted Shares Outstanding, Weighted-Average Grant Date Fair Value, Shares granted (in USD per share) | $ / shares | 6.64 |
Number of Restricted Shares Outstanding, Weighted-Average Grant Date Fair Value, Shares vested (in USD per share) | $ / shares | 5.25 |
Number of Restricted Shares Outstanding, Weighted-Average Grant Date Fair Value, Shares forfeited (in USD per share) | $ / shares | 0 |
Number of Restricted Shares Outstanding, Weighted-Average Grant Date Fair Value (in USD per share), Ending Balance | $ / shares | $ 8.31 |
Stockholders' Equity (Stock Opt
Stockholders' Equity (Stock Option Activity) (Details) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Number of Options Outstanding (in shares) | |
Number of Options Outstanding, Beginning of period | 665,210 |
Number of Options Outstanding, Options granted | 315,359 |
Number of Options Outstanding, Options exercised | (105,545) |
Number of Options Outstanding, Options forfeited | (156,590) |
Number of Options Outstanding, End of period | 718,434 |
Weighted Average Exercise Price (in dollars per share) | |
Weighted Average Exercise Price, Beginning of period | $ / shares | $ 4.39 |
Weighted Average Exercise Price, Options granted | $ / shares | 6.64 |
Weighted Average Exercise Price, Options exercised | $ / shares | 2.18 |
Weighted Average Exercise Price, Options forfeited | $ / shares | 6.07 |
Weighted Average Exercise Price, End of period | $ / shares | $ 5.33 |
Stockholders' Equity (Shared Ba
Stockholders' Equity (Shared Based Compensation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | $ 655 | $ 250 | $ 1,990 | $ 617 |
Cost of subscription and support revenue [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | 17 | 8 | 41 | 21 |
Cost of professional services revenue [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | 1 | 5 | (7) | 16 |
Sales and marketing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | 5 | 10 | 55 | 24 |
Research and development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | 69 | 16 | 189 | 45 |
General and administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | $ 563 | $ 211 | $ 1,712 | $ 511 |
Domestic and Foreign Operatio37
Domestic and Foreign Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 17,105 | $ 16,275 | $ 52,311 | $ 48,099 |
U.S. [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 14,271 | 12,856 | 42,531 | 37,870 |
Canada [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 981 | 929 | 3,203 | 2,811 |
Other International [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 1,853 | $ 2,490 | $ 6,577 | $ 7,418 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jan. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||||||
Shares issued to related party | 15,554,588 | 15,554,588 | 15,249,118 | |||
Investor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Amount of related party transaction | $ 550 | $ 532 | $ 1,400 | $ 1,600 | ||
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 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) shares in Thousands, $ in Thousands | Nov. 13, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Subsequent Event [Line Items] | |||
Cash consideration, net of cash acquired | $ 2,714 | $ 0 | |
Subsequent Event [Member] | Ultriva, Inc. [Member] | |||
Subsequent Event [Line Items] | |||
Cash consideration, net of cash acquired | $ 4,900 | ||
Cash acquired from acquisition | 500 | ||
Cash holdback payable in four months | 100 | ||
Cash holdback payable in twelve months | $ 600 | ||
Company shares issued as part of consideration | 225 | ||
Equity holdback payable in twelve months | $ 200 |