Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 22, 2017 | Jun. 30, 2016 | |
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-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding (in shares) | 17,817,672 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float (in dollars) | $ 41.1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 28,758 | $ 18,473 |
Accounts receivable (net of allowance of $658 and $581 at December 31, 2016 and December 31, 2015, respectively) | 15,254 | 13,972 |
Prepaid and other | 3,287 | 2,603 |
Total current assets | 47,299 | 35,048 |
Canadian tax credits receivable | 978 | 2,018 |
Property and equipment, net | 4,356 | 6,001 |
Intangible assets, net | 28,512 | 31,526 |
Goodwill | 69,097 | 47,422 |
Other assets | 346 | 399 |
Total assets | 150,588 | 122,414 |
Current liabilities: | ||
Accounts payable | 1,268 | 2,548 |
Accrued compensation | 2,541 | 2,441 |
Accrued expenses and other | 5,505 | 5,173 |
Deferred revenue | 23,552 | 19,931 |
Due to sellers | 4,642 | 2,409 |
Current maturities of notes payable (includes unamortized discount of $329 and $250 at December 31, 2016 and December 31, 2015, respectively) | 2,190 | 1,500 |
Total current liabilities | 39,698 | 34,002 |
Commitments and contingencies (Note 9) | ||
Canadian tax credit liability to sellers | 361 | 368 |
Notes payable, less current maturities (includes unamortized discount of $1,113 and $758 at December 31, 2016 and December 31, 2015, respectively | 45,739 | 22,366 |
Deferred revenue | 247 | 8 |
Noncurrent deferred tax liability, net | 3,404 | 2,818 |
Other long-term liabilities | 2,126 | 2,582 |
Total liabilities | 91,575 | 62,144 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 50,000,000 shares authorized: 17,785,288 and 15,746,288 shares issued and outstanding as of December 31, 2016 and December 31, 2015 respectively | 2 | 2 |
Additional paid-in capital | 124,566 | 112,447 |
Accumulated other comprehensive loss | (3,152) | (3,289) |
Accumulated deficit | (62,403) | (48,890) |
Total stockholders’ equity | 59,013 | 60,270 |
Total liabilities and stockholders’ equity | $ 150,588 | $ 122,414 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 658 | $ 581 |
Unamortized discount, current maturities | 329 | 250 |
Unamortized discount, noncurrent maturities | $ 1,113 | $ 758 |
Common Stock | ||
Par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Shares authorized (in shares) | 50,000,000 | 50,000,000 |
Shares issued (in shares) | 17,785,288 | 15,746,288 |
Shares outstanding (in shares) | 17,785,288 | 15,746,288 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | |||||||||||
Subscription and support | $ 17,062 | $ 17,029 | $ 16,220 | $ 15,241 | $ 14,719 | $ 14,129 | $ 14,023 | $ 14,322 | $ 65,552 | $ 57,193 | $ 48,625 |
Perpetual license | 542 | 332 | 458 | 318 | 608 | 540 | 846 | 811 | 1,650 | 2,805 | 2,787 |
Total product revenue | 17,604 | 17,361 | 16,678 | 15,559 | 15,327 | 14,669 | 14,869 | 15,133 | 67,202 | 59,998 | 51,412 |
Professional services | 1,770 | 1,880 | 1,892 | 2,023 | 2,273 | 2,436 | 2,809 | 2,395 | 7,565 | 9,913 | 13,162 |
Total revenue | 19,374 | 19,241 | 18,570 | 17,582 | 17,600 | 17,105 | 17,678 | 17,528 | 74,767 | 69,911 | 64,574 |
Cost of revenue: | |||||||||||
Subscription and support | 6,127 | 5,747 | 5,634 | 5,226 | 5,242 | 4,771 | 4,841 | 4,732 | 22,734 | 19,586 | 14,042 |
Professional services | 1,056 | 1,045 | 1,106 | 1,624 | 1,768 | 1,677 | 1,732 | 1,908 | 4,831 | 7,085 | 9,079 |
Total cost of revenue | 7,183 | 6,792 | 6,740 | 6,850 | 7,010 | 6,448 | 6,573 | 6,640 | 27,565 | 26,671 | 23,121 |
Gross profit | 12,191 | 12,449 | 11,830 | 10,732 | 10,590 | 10,657 | 11,105 | 10,888 | 47,202 | 43,240 | 41,453 |
Operating expenses: | |||||||||||
Sales and marketing | 3,041 | 3,097 | 2,953 | 3,069 | 3,058 | 2,929 | 3,446 | 3,532 | 12,160 | 12,965 | 14,670 |
Research and development | 3,218 | 3,737 | 4,054 | 3,910 | 3,848 | 3,852 | 4,152 | 3,926 | 14,919 | 15,778 | 26,165 |
Refundable Canadian tax credits | (173) | (115) | (116) | (109) | (112) | (115) | (122) | (121) | (513) | (470) | (1,094) |
General and administrative | 4,946 | 4,670 | 4,547 | 4,123 | 3,874 | 4,494 | 4,714 | 5,119 | 18,286 | 18,201 | 13,561 |
Depreciation and amortization | 1,021 | 1,322 | 1,476 | 1,472 | 1,327 | 1,130 | 1,063 | 1,014 | 5,291 | 4,534 | 4,310 |
Acquisition-related expenses | 728 | 1,047 | 1,380 | 2,428 | 1,374 | 176 | 360 | 545 | 5,583 | 2,455 | 2,186 |
Total operating expenses | 12,781 | 13,758 | 14,294 | 14,893 | 13,369 | 12,466 | 13,613 | 14,015 | 55,726 | 53,463 | 59,798 |
Loss from operations | (590) | (1,309) | (2,464) | (4,161) | (2,779) | (1,809) | (2,508) | (3,127) | (8,524) | (10,223) | (18,345) |
Other expense: | |||||||||||
Interest expense, net | (849) | (709) | (662) | (561) | (473) | (462) | (576) | (347) | (2,781) | (1,858) | (1,951) |
Other income (expense), net | 427 | (64) | (293) | (748) | (157) | 137 | (12) | (512) | (678) | (544) | 101 |
Total other expense | (422) | (773) | (955) | (1,309) | (630) | (325) | (588) | (859) | (3,459) | (2,402) | (1,850) |
Loss before provision for income taxes | (1,012) | (2,082) | (3,419) | (5,470) | (3,409) | (2,134) | (3,096) | (3,986) | (11,983) | (12,625) | (20,195) |
Provision for income taxes | (961) | (308) | (158) | (103) | (854) | (190) | (238) | 243 | (1,530) | (1,039) | 78 |
Net loss | $ (1,973) | $ (2,390) | $ (3,577) | $ (5,573) | $ (4,263) | $ (2,324) | $ (3,334) | $ (3,743) | (13,513) | (13,664) | (20,117) |
Preferred stock dividends and accretion | 0 | 0 | (1,524) | ||||||||
Net loss attributable to common shareholders | $ (13,513) | $ (13,664) | $ (21,641) | ||||||||
Net loss per common share: | |||||||||||
Net loss per common share, basic and diluted (in USD per share) | $ (0.12) | $ (0.14) | $ (0.22) | $ (0.36) | $ (0.28) | $ (0.16) | $ (0.22) | $ (0.25) | $ (0.82) | $ (0.91) | $ (4.43) |
Weighted-average common shares outstanding, basic and diluted (in shares) | 16,472,799 | 14,939,601 | 4,889,901 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (13,513) | $ (13,664) | $ (20,117) |
Foreign currency translation adjustment | 137 | (1,573) | (943) |
Comprehensive loss | $ (13,376) | $ (15,237) | $ (21,060) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Beginning Balance (in shares) at Dec. 31, 2013 | 1,851,319 | ||||
Beginning Balance at Dec. 31, 2013 | $ (15,882) | $ 0 | $ 0 | $ (773) | $ (15,109) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon conversion of preferred stock (in shares) | 6,834,476 | ||||
Issuance of common stock upon conversion of preferred stock | 52,313 | $ 1 | 52,312 | ||
Issuance of stock (in shares) | 3,846,154 | ||||
Issuance of stock | 38,846 | $ 1 | 38,845 | ||
Issuance of common stock to related party (Note 17) (in shares) | 1,803,574 | ||||
Issuance of common stock to related party (Note 16) | 11,219 | 11,219 | |||
Issuance of common stock in business combination (in shares) | 577,486 | ||||
Issuance of common stock in business combination | 6,146 | 6,146 | |||
Issuance of restricted stock (in shares) | 335,673 | ||||
Exercise of stock options (in shares) | 436 | ||||
Exercise of stock options | 1 | 1 | |||
Accretion of preferred stock | (70) | (70) | |||
Preferred stock dividends | (1,454) | (1,454) | |||
Stock-based compensation | 729 | 729 | |||
Conversion of warrants from preferred to common | 609 | 609 | |||
Other comprehensive loss | (943) | (943) | |||
Net loss | (20,117) | (20,117) | |||
Ending Balance (in shares) at Dec. 31, 2014 | 15,249,118 | ||||
Ending Balance at Dec. 31, 2014 | 71,397 | $ 2 | 108,337 | (1,716) | (35,226) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of stock (in shares) | 0 | ||||
Issuance of stock | (44) | (44) | |||
Issuance of common stock in business combination (in shares) | 233,679 | ||||
Issuance of common stock in business combination | 1,386 | 1,386 | |||
Stock-based compensation | 2,741 | 2,741 | |||
Issuance of stock under Company plans, net of shares withheld for tax (in shares) | 263,491 | ||||
Issuance of stock under Company plans, net of shares withheld for tax | 27 | 27 | |||
Other comprehensive loss | (1,573) | (1,573) | |||
Net loss | $ (13,664) | (13,664) | |||
Ending Balance (in shares) at Dec. 31, 2015 | 15,746,288 | 15,746,288 | |||
Ending Balance at Dec. 31, 2015 | $ 60,270 | $ 2 | 112,447 | (3,289) | (48,890) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock in business combination (in shares) | 1,344,463 | ||||
Issuance of common stock in business combination | 8,300 | 8,300 | |||
Stock-based compensation | 4,333 | 4,333 | |||
Issuance of stock under Company plans, net of shares withheld for tax (in shares) | 694,537 | ||||
Issuance of stock under Company plans, net of shares withheld for tax | (514) | (514) | |||
Other comprehensive loss | 137 | 137 | |||
Net loss | $ (13,513) | (13,513) | |||
Ending Balance (in shares) at Dec. 31, 2016 | 17,785,288 | 17,785,288 | |||
Ending Balance at Dec. 31, 2016 | $ 59,013 | $ 2 | $ 124,566 | $ (3,152) | $ (62,403) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | |||
Net loss | $ (13,513) | $ (13,664) | $ (20,117) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 9,794 | 8,451 | 7,457 |
Deferred income taxes | 529 | 207 | (295) |
Foreign currency re-measurement (gain) loss | (64) | 981 | 0 |
Non-cash interest and other expense | 327 | 376 | 589 |
Non-cash stock compensation expense | 4,333 | 2,741 | 1,077 |
Stock-based compensation—related party vendor | 0 | 0 | 11,220 |
Loss on disposal of business | 746 | 0 | 0 |
Non-cash loss on retirement of fixed assets | 276 | 0 | 0 |
Changes in operating assets and liabilities, net of purchase business combinations: | |||
Accounts receivable | (361) | 741 | (1,579) |
Prepaids and other | (648) | (1,873) | (484) |
Accounts payable | (1,453) | 157 | 639 |
Accrued expenses and other liabilities | 413 | (2,796) | (924) |
Deferred revenue | 2,200 | (570) | 2,626 |
Net cash provided by (used in) operating activities | 3,875 | (1,503) | 1,177 |
Investing activities | |||
Purchase of property and equipment | (670) | (956) | (861) |
Purchase of customer relationships | (408) | (791) | 0 |
Purchase business combinations, net of cash acquired | (12,151) | (7,664) | (6,217) |
Net cash used in investing activities | (13,229) | (9,411) | (7,078) |
Financing activities | |||
Payments on capital leases | (1,683) | (1,020) | (541) |
Proceeds from notes payable, net of issuance costs | 30,992 | 24,083 | 5,685 |
Payments on notes payable | (7,190) | (23,907) | (10,910) |
Issuance of preferred stock, net of issuance costs | 0 | 0 | (97) |
Issuance of common stock, net of issuance costs | (515) | (18) | 38,846 |
Additional consideration paid to sellers of businesses | (2,079) | (359) | (599) |
Net cash provided by (used in) financing activities | 19,525 | (1,221) | 32,384 |
Effect of exchange rate fluctuations on cash | 114 | (380) | (198) |
Change in cash and cash equivalents | 10,285 | (12,515) | 26,285 |
Cash and cash equivalents, beginning of period | 18,473 | 30,988 | 4,703 |
Cash and cash equivalents, end of period | 28,758 | 18,473 | 30,988 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 2,455 | 1,523 | 1,382 |
Cash paid for taxes | 488 | 314 | 252 |
Noncash investing and financing activities: | |||
Equipment acquired pursuant to capital lease obligations | 1,293 | 3,428 | 1,572 |
Issuance of common stock in business combination | $ 8,300 | $ 1,386 | $ 6,146 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | 1. Organization and Nature of Operations Upland Software, Inc. (“Upland” or the “Company”) is a 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, process excellence, finance, professional services and marketing 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 | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of P resentation These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or GAAP. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to confirm to the current period presentation. Use of Estimates The preparation of the accompanying 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, acquired intangible assets, the useful lives of intangible assets and property and equipment, and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents consist of cash deposits and liquid investments with original maturities of three months or less when purchased. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments. Accounts Receivable and Allowance for Doubtful Accounts The Company extends credit to the majority of its customers. Issuance of credit is based on ongoing credit evaluations by the Company of customers’ financial condition and generally requires no collateral. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Invoices generally require payment within 30 days from the invoice date. The Company generally does not charge interest on past due payments, although the Company's contracts with its customers usually allow it to do so. The Company maintains an allowance for doubtful accounts to reserve for potential uncollectible receivables. The allowance is based upon the creditworthiness of the Company’s customers, the customers’ historical payment experience, the age of the receivables and current market conditions. Provisions for potentially uncollectible accounts are recorded in sales and marketing expenses. The Company writes off accounts receivable balances to the allowance for doubtful accounts when it becomes likely that they will not be collected. The following table presents the changes in the allowance for doubtful accounts (in thousands): Year Ended December 31, 2016 2015 2014 Balance at beginning of year $ 581 $ 890 $ 454 Provision 863 412 829 Acquisitions — — 400 Divestitures (230 ) — — Writeoffs, net of recoveries (556 ) (721 ) (793 ) Balance at end of year $ 658 $ 581 $ 890 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 nor more than 10% of accounts receivable in the years ended December 31, 2016 , 2015 , or 2014 . Property and Equipment Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over each asset’s useful life. Leasehold improvements are amortized over the shorter of the lease term or of the estimated useful lives of the related assets. Upon retirement or disposal, the cost of each asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs, maintenance, and minor replacements are expensed as incurred. The estimated useful lives of property and equipment are as follows: Computer hardware and equipment 3 - 5 years Purchased software and licenses 3 - 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or lease term Goodwill and Other Intangibles Goodwill arises from business combinations and is measured as the excess of the cost of the business acquired over the sum of the acquisition-date fair value of tangible and identifiable intangible assets acquired, less any liabilities assumed. Goodwill is evaluated for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The events and circumstances considered by the Company include the business climate, legal factors, operating performance indicators and competition. The Company evaluates the recoverability of goodwill using a two-step impairment process tested at the reporting unit level. The Company has one reporting unit for goodwill impairment purposes. In the first step, the fair value of the reporting unit is compared to the book value, including goodwill. In the case that the fair value is less than the book value, a second step is performed that compares the implied fair value of goodwill to the book value of goodwill. The fair value for the implied goodwill is determined based on the difference between the fair value of the reporting unit and the net fair value of the identifiable assets and liabilities, excluding goodwill. If the implied fair value of the goodwill is less than the book value, the difference is recognized as an impairment charge in the consolidated statement of operations. No goodwill impairment charges were recorded during the years ended December 31, 2016 , 2015 , or 2014 . Identifiable intangible assets consist of customer relationships, marketing-related intangible assets and developed technology. Intangible assets with definite lives are amortized over their estimated useful lives on a straight-line basis. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of intangible assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. The Company evaluates the recoverability of intangible assets by comparing their carrying amounts to the future net undiscounted cash flows expected to be generated by the intangible assets. If such intangible assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the intangible assets exceeds the fair value of the assets. The Company determines fair value based on discounted cash flows using a discount rate commensurate with the risk inherent in the Company’s current business model for the specific intangible asset being valued. There were no impairments during 2016 , 2015 , and 2014 . Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable. When such events or circumstances arise, an estimate of future undiscounted cash flows produced by the asset, or the appropriate grouping of assets, is compared to the asset's carrying value to determine whether impairment exists. If the asset is determined to be impaired, the impairment loss is measured based on the excess of its carrying value over its fair value. Assets to be disposed of are reported at the lower of the carrying value or net realizable value. No indicators of impairment were identified during the years ended December 31, 2016 , 2015 , or 2014 . Software Development Costs Software development costs are expensed as incurred until the point the Company establishes technological feasibility. Technological feasibility is established upon the completion of a working model. Costs incurred by the Company between establishment of technological feasibility and the point at which the product is ready for general release are capitalized, subject to their recoverability, and amortized over the economic life of the related products. Because the Company believes its current process for developing its software products essentially results in the completion of a working product concurrent with the establishment of technological feasibility, no software development costs have been capitalized to date. There were no software development costs required to be capitalized under ASC 985-20, Costs of Software to be Sold, Leased or Marketed, and under ASC 350-40, Internal-Use Software. Canadian Tax Credits Canadian tax credits related to current expenses are accounted for as a reduction of the research and development costs. Such credits relate to the Company's operations in Canada and are not dependent upon taxable income. Credits are accrued in the year in which the research and development costs or the capital expenditures are incurred, provided the Company is reasonably certain that the credits will be received. The government credit must be examined and approved by the tax authorities, and it is possible that the amounts granted will differ from the amounts recorded. Debt Issuance Costs The Company capitalizes underwriting, legal, and other direct costs incurred related to the issuance of debt, which are recorded as a direct deduction from the carrying amount of the related debt liability and amortized to interest expense over the term of the related debt using the effective interest rate method. Upon the extinguishment of the related debt, any unamortized capitalized deferred financing costs are recorded to interest expense. In 2014, the Company wrote off approximately $0.4 million of deferred financing costs associated with a financing facility no longer required after the initial public offering. In 2015, the Company wrote off approximately $0.2 million of deferred financing costs associated with its Comerica facility replaced by the new Wells Fargo facility. In 2016 , the Company wrote off approximately $0.1 million of deferred financing costs associated with the expansion of its Wells Fargo facility. Fair Value of Financial Instruments The Company accounts for financial instruments in accordance with the authoritative guidance on fair value measurements and disclosures for financial assets and liabilities. This guidance defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. The guidance also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions. The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, and accounts payable, long–term debt and warrant liabilities. The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value, primarily due to short maturities. The carrying values of the Company’s debt instruments approximated their fair value based on rates currently available to the Company. The carrying values of warrant liabilities are marked to the market at each reporting period. Revenue Recognition The Company derives revenue from product revenue, consisting of subscription, support and perpetual licenses, and professional services revenues. The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists, delivery of the product or services has occurred, no Company obligations with regard to implementation considered essential to the functionality remain, the fee is fixed or determinable and collectability is probable. Subscription and Support Revenue The Company derives subscription revenues by providing its software-as-a-service solution to customers in which the customer does not have the right to take possession of the software, but can use the software for the contracted term. The Company accounts for these arrangements as service contracts. Subscription and support revenues are recognized on a straight-line basis over the term of the contractual arrangement, typically one to three years. Amounts that have been invoiced and that are due are recorded in deferred revenue or revenue, depending on when the criteria for revenue recognition are met. Revenue from usage-based services are recognized in the month in which such usage is reported. The Company may provide hosting services to customers who purchased a perpetual license. Such hosting services are recognized ratably over the applicable term of the arrangement. These hosting arrangements are typically for a period of one to three years. Software maintenance agreements provide technical support and the right to unspecified upgrades on an if-and-when-available basis. Revenue from maintenance agreements is recognized ratably over the life of the related agreement, which is typically one year. Perpetual License Revenue The Company also records revenue from the sales of proprietary software products under perpetual licenses. For license agreements in which customer acceptance is a condition to earning the license fees, revenue is not recognized until acceptance occurs. The Company’s products do not require significant customization. Perpetual licenses are sold along with software maintenance and, sometimes, hosting agreements. When vendor specific objective evidence (VSOE) of fair value exists for the software maintenance and hosting agreement, the perpetual license is recognized under the residual method whereby the fair value of the undelivered software maintenance and hosting agreement is deferred and the remaining contract value is recognized immediately for the delivered perpetual license. When VSOE of fair value does not exist for the either the software maintenance or hosting agreement, the entire contract value is recognized ratably over the underlying software maintenance and/or hosting period. Professional Services Revenue Professional services provided with perpetual licenses consist of implementation fees, data extraction, configuration, and training. The Company’s implementation and configuration services do not involve significant customization of the software and are not considered essential to the functionality. Revenues from professional services are recognized as such services are provided when VSOE of fair value exists for such services and all undelivered elements such as software maintenance and/or hosting agreements. VSOE of fair value for services is based upon the price charged when these services are sold separately, and is typically an hourly rate. When VSOE of fair value does not exist for software maintenance and/or hosting agreements, revenues from professional services are recognized ratably over the underlying software maintenance and/or hosting period. Professional services, when sold with the subscription arrangements, are accounted for separately when these services have value to the customer on a standalone basis and there is objective and reliable evidence of fair value for each deliverable. When accounted for separately, revenues are recognized as the services are rendered for time and material contracts. For those arrangements where the elements do not qualify as a separate unit of accounting, the Company recognizes professional services ratably over the contractual life of the related application subscription arrangement. Currently, all professional services are accounted for separately as all have value to the customer on a standalone basis. Multiple Element Arrangements The Company enters into arrangements with multiple-element that generally include subscriptions and implementation and other professional services. For multiple-element arrangements, arrangement consideration is allocated to deliverables based on their relative selling price. In order to treat deliverables in a multiple-element arrangement as separate units of accounting, the elements must have standalone value upon delivery. If the elements have standalone value upon delivery, each element must be accounted for separately. The Company’s subscription services have standalone value as such services are often sold separately. In determining whether implementation and other professional services have standalone value apart from the subscription services, the Company considers various factors including the availability of the services from other vendors. The Company has concluded that the implementation services included in multiple-element arrangements have standalone value. As a result, when implementation and other professional services are sold in a multiple-element arrangement, the arrangement consideration is allocated to the identified separate units based on a relative selling price hierarchy. The selling price for a element is based on its VSOE of selling price, if available, third-party evidence of selling price, or TPE, if VSOE is not available or best estimate of selling price, or BESP, if neither VSOE nor TPE is available. The Company has not established VSOE for its subscription services due to lack of pricing consistency, the introduction of new services and other factors. The Company has determined that TPE is not a practical alternative due to differences in its service offerings compared to other parties and the availability of relevant third-party pricing information. Accordingly, the Company uses BESP to determine the relative selling price. The Company determined BESP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the Company’s discounting practices, the size and volume of its transactions, customer characteristics, price lists, go-to-market strategy, historical standalone sales and agreement prices. As the Company’s go-to-market strategies evolve, it may modify its pricing practices in the future, which could result in changes in relative selling prices, and include both VSOE and BESP. Deferred Revenue Deferred revenue represents either customer advance payments or billings for which the aforementioned revenue recognition criteria have not yet been met. Messaging-related Revenue The Company recognizes subscription revenue for its digital engagement application which provides short code connectivity for its two-way SMS programs and campaigns. The Company evaluates whether it is appropriate to recognize revenue based on the gross amount billed to its customers for these services. Since the Company is primarily obligated in these transactions, has latitude in establishing prices associated with its messaging program management services, is responsible for fulfillment of the transaction, and has credit risk, revenue is recorded on a gross basis. While none of the factors individually are considered presumptive or determinative, in reaching conclusions on gross versus net revenue recognition, the Company places the most weight on the analysis of whether or not it is the primary obligor in the arrangement. Cost of Revenue Cost of revenue primarily consists of salaries and related expenses (e.g. bonuses, employee benefits, and payroll taxes) for personnel directly involved in the delivery of services and products directly to customers. Cost of revenue also includes the amortization of acquired technology. Customer Contract Acquisition Costs Costs associated with the acquisition or origination of customer contracts are expensed as incurred. Customer Relationship Acquisition Costs Costs associated with the acquisition or origination of customer relationships are capitalized as customer relationship assets as incurred and amortized over the estimated life of the customer relationship. Advertising Costs Advertising costs are expensed in the period incurred. Advertising expenses were $59,000 , $347,000 and $283,000 for the years ended December 31, 2016 , 2015 , or 2014 , respectively. Advertising costs are recorded in sales and marketing expenses in the accompanying consolidated statement of operations. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities will be recognized in the period that includes the enactment date. A valuation allowance is established against the deferred tax assets to reduce their carrying value to an amount that is more likely than not to be realized. The Company has adopted a permanent reinvestment position whereby foreign earnings for foreign subsidiaries are expected to be reinvested and future earnings are not expected to repatriated. As a result of this policy, no tax liability has been accrued in anticipation of future dividends from foreign subsidiaries. The Company accounts for uncertainty of income taxes based on a “more likely than not” threshold for the recognition and derecognition of tax positions, which includes the accounting for interest and penalties. Stock-Based Compensation Stock options awarded to employees and directors are measured at fair value at each grant date. The Company accounts for stock-based compensation in accordance with authoritative accounting principles which require all share-based compensation to employees, including grants of employee stock options, to be recognized in the financial statements based on their estimated fair value. Compensation expense is determined under the fair value method using the Black-Scholes option pricing model and recognized ratably over the period the awards vest. The Black-Scholes option pricing model used to compute share-based compensation expense requires extensive use of accounting judgment and financial estimates. Items requiring estimation include the expected term option holders will retain their vested stock options before exercising them, the estimated volatility of the Company’s common stock price over the expected term of each stock option, and the number of stock options that will be forfeited prior to the completion of their vesting requirements. Application of alternative assumptions could result in significantly different share-based compensation amounts being recorded in the financial statements. The following table summarizes the weighted-average grant-date fair value of options granted in 2016 , 2015 , and 2014 and the assumptions used to develop their fair values. As there was no public market for its common stock prior to November 2014, the Company estimates the volatility of its common stock based on the volatility of publicly traded shares of comparable companies' common stock. The Company's decision to use the volatility of comparable stock was based upon the Company's assessment that this information is more representative of future stock price trends than the Company's historical volatility. The Company estimates the expected term using the simplified method, which calculates the expected term as the midpoint between the vesting date and the contractual termination date of each award. The dividend yield assumption is based on historical and expected future dividend payouts. The risk-free interest rate is based on observed market interest rates appropriate for the term of each options. Year Ended December 31, 2016 2015 2014 Weighted average grant-date fair value of options $3.23 $3.01 $3.76 Expected volatility 42.5% 42.5% - 44.0% 54.1% - 55.2% Risk-free interest rate 1.2% 1.7% - 1.9% 1.6% - 1.9% Expected life in years 5.93 5.93 6.29 Dividend yield — — — Comprehensive Loss The Company utilizes the guidance in Accounting Standards Codification (ASC) Topic 220, Comprehensive Income, for the reporting and display of comprehensive loss and its components in the consolidated financial statements. Comprehensive loss comprises net loss and cumulative foreign currency translation adjustments. The accumulated comprehensive loss as of December 31, 2016 , 2015 , and 2014 was due to foreign currency translation adjustments. Foreign Currency Transactions Results of operations for foreign subsidiaries are translated in United State dollars using the average exchange rates on a monthly basis during the year. The assets and liabilities of those subsidiaries are translated into United States dollars using the exchange rates at the balance sheet date. The related translation adjustments are recorded in a separate component of stockholders' equity in accumulated other comprehensive loss. Foreign currency transaction gains and losses are included in the statements of operations and include the impact of revaluation of certain foreign currency denominated net assets or liabilities held internationally. For the years ended December 31, 2016 , 2015 , and 2014 , foreign currency transaction losses were $271,000 , $515,000 , and $2,000 , respectively. Basic and Diluted Net Loss per Common Share The Company uses the two-class method to compute net loss per common share because the Company has issued securities, other than common stock, that contractually entitle the holders to participate in dividends and earnings of the Company. The two-class method requires earnings for the period to be allocated between common stock and participating securities based upon their respective rights to receive distributed and undistributed earnings. Holders of the Company’s Series A, B, B-1, B-2 and C preferred stock are entitled, on a pari passu basis, to receive dividends when, as, and if declared by the board of directors, prior and in preference to any declaration or payment of any dividend on the common stock until such time as the total dividends paid on each share of Series A, B, B-1, B-2 and C preferred stock is equal to the original issue price of the shares. As a result, all series of the Company’s preferred stock are considered participating securities. All of the outstanding preferred stock was converted to common stock upon the Company's initial public offering in November 2014. Under the two-class method, for periods with net income, basic net income per common share is computed by dividing the net income attributable to common stockholders by the weighted-average number shares of common stock outstanding during the period. Net income attributable to common stockholders is computed by subtracting from net income the portion of current year earnings that the participating securities would have been entitled to receive pursuant to their dividend rights had all of the year’s earnings been distributed. No such adjustment to earnings is made during periods with a net loss, as the holders of the participating securities have no obligation to fund losses. Diluted net loss per common share is computed under the two-class method by using the weighted-average number of shares of common stock outstanding plus, for periods with net income attributable to common stockholders, the potential dilutive effects of stock options and warrants. In addition, the Company analyzes the potential dilutive effect of the outstanding participating securities under the if-converted method when calculating diluted earnings per share, in which it is assumed that the outstanding participating securities convert into common stock at the beginning of the period. The Company reports the more dilutive of the approaches as its diluted net income per share during the period. Due to net losses for the years ended December 31, 2016 , 2015 , and 2014 , basic and diluted net loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers. This ASU amends the existing accounting standards for revenue recognition and is based on the principle that revenue should be recognized to depict the transfer of goods or services to a customer at an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The Company will adopt this ASU on January 1, 2018, and we expect to use the modified retrospective application method . The Company is currently evaluating each of its revenue streams to identify any differences in the timing, measurement or presentation of revenue recognition under the new standard . We expect to have our preliminary evaluation, including the selection of an adoption method, completed by the end of the first half of 2017. 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 the Company's financial statements. In November 2015, the FASB issued ASU No. 2015-17,” Income Taxes: Balance Sheet Classification of Deferred Taxes”, to require that deferred tax liabilities and assets be classified entirely as non-current. This amended guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those years. Early adoption is permitted, and the amended guidance may be applied prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company adopted ASU 2015-17 during the fourth quarter of 2016 on a prospective basis and the impact on our consolidated financial statements is reflected in Note 6 - Income Taxes and had no impact on our Balance Sheet presentation. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The core change with ASU 2016-2 is the requirement for th e recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect that the adoption of ASU 2016-02 will have on its financial statements. In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718). The core change with ASU 2016-09 is the simplification of several aspects of the accounting for share-based payment transactions, including the income tax consequences, classifications of awards as either equity or liabilities, and classification on the statement of cash flows. T |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions 2014 Acquisitions On November 21, 2014, the Company acquired 100% of the outstanding capital of Solution Q Inc. (Solution Q) for total purchase consideration of $6.1 million , which includes cash of $4.5 million , net of $0.4 million of cash acquired, and 150,977 shares of the Company’s common stock with a fair value of $1.6 million . Solution Q provides mid-market organizations an easy-to-use, turnkey solution for their project management and portfolio visibility needs. Revenues recorded since the acquisition date for the year ended December 31, 2014 were approximately $0.3 million . On December 10, 2014, the Company acquired 100% of the outstanding capital of Mobile Commons, Inc. (Mobile Commons) for total purchase consideration of $10.2 million including cash of $5.7 million , net of $0.3 million of cash acquired, 386,253 shares of common stock valued at $4.5 million and excluding potential additional consideration for incremental additional revenue described below. The Company agreed to pay additional consideration of up to $1.5 million in both cash and common stock to the selling shareholders of Mobile Commons ba sed on the achievement of certain incremental revenue targets during fiscal 2015. The acquisition-date fair value of the contingent payment was measured based on the probability-adjusted present value of the consideration expected to be transferred, which amounted to $0.5 million . Mobile Commons’ enterprise-class application drives and manages digital engagement through two-way SMS programs and campaigns. Revenues recorded since the acquisition date for the year ended December 31, 2014 were approximately $0.5 million . 2015 Acquisitions On November 13, 2015, the Company acquired 100% of the outstanding capital of Ultriva, Inc. (Ultriva) for total purchase consideration of $7.2 million , which included cash of $5.6 million , net of $0.4 million of cash acquired, 179,298 shares of the Company’s common stock with a fair value of $1.4 million , and an additional $200,000 in shares of common stock held in escrow, subject to indemnification claims, one year from the date of the acquisition. In November 2016, the Company issued 24,587 shares of common stock valued at approximately $200,000 as a result of the escrow release. Ultriva provides cloud-based supply chain work management software . 2016 Acquisitions On January 7, 2016, Upland completed its purchase of substantially all of the assets of LeadLander, Inc. (LeadLander), a website analytics provider. The purchase price consideration paid was approximately $8.0 million in cash payable at closing (net of approximately $0.4 million of cash acquired) and a $1.2 million cash holdback payable in 12 months (subject to indemnification claims), which was fully paid after December 31, 2016. Revenues recorded since the acquisition date through December 31, 2016 were approximately $3.3 million . In addition to the cash consideration described above, the Asset Purchase Agreement included a contingent share consideration component pursuant to which Upland issued an aggregate of $2.4 million in common stock on July 25, 2016. The Company agreed to additional consideration of up to $3.1 million in cash to the selling shareholders of LeadLander based on the achievement of certain revenue targets during fiscal years 2016 and 2017. On March 14, 2016, Upland completed its purchase of substantially all of the assets of HipCricket, Inc., a cloud-based mobile messaging software provider. The consideration paid to the seller consisted of our issuance of one million shares of our common stock and the transfer of our EPM Live product business. The value of the shares on the closing date of the transaction was approximately $5.7 million and the fair value of our EPM Live product business was approximately $5.9 million . The Company recognized a loss on the transfer in conjunction with the EPM Live net asset value of approximately $0.7 million in Other expense, net. Prior to the transaction, HipCricket was owned by an affiliate of ESW Capital, LLC, which is a shareholder of Upland. Raymond James & Co. provided a fairness opinion to Upland in connection with the transaction. Revenues recorded since the acquisition date through December 31, 2016 were approximately $3.4 million . On April 27, 2016, Upland acquired Advanced Processing & Imaging, Inc., a content management platform driving workflow in governments and schools. The purchase price consideration consisted of $4.1 million in cash payable at closing (net of $0.1 million of cash acquired), and a $0.8 million cash holdback payable in 12 months (subject to indemnification claims). Revenues recorded since the acquisition date through December 31, 2016 were approximately $1.6 million . 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 purchase price allocations for the 2015 acquisition of Ultriva and the 2016 acquisitions of LeadLander and HipCricket are final , and API is preliminary as the Company has not obtained and evaluated all of the detailed information necessary to finalize the opening balance sheet amounts in all respects. Management has recorded the purchase price allocations based upon acquired company information that is currently available. Management expects to finalize its purchase price allocations in the first half of 2017. The following condensed table presents the preliminary acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions, as well as assets and liabilities (in thousands): API LeadLander HipCricket Ultriva Year Acquired or Divested 2016 2016 2016 2015 Cash $ 125 $ 365 $ — $ 372 Accounts receivable 821 199 1,226 689 Other current assets 54 55 273 52 Canadian tax credit receivable — — — — Property and equipment 68 5 — 16 Customer relationships 1,420 970 1,000 1,820 Trade name 40 70 70 140 Technology 810 1,410 900 960 Goodwill 3,420 13,104 8,531 4,739 Other assets 89 6 — 32 Total assets acquired 6,847 16,184 12,000 8,820 Accounts payable (11 ) — (44 ) (196 ) Accrued expense and other (137 ) (254 ) — (284 ) Deferred tax liabilities — — — — Deferred revenue (1,699 ) (910 ) (356 ) (760 ) Canadian tax credit liability to seller — — — — Total liabilities assumed (1,847 ) (1,164 ) (400 ) (1,240 ) Total consideration $ 5,000 $ 15,020 $ 11,600 $ 7,580 Tangible assets were valued at their respective carrying amounts, which approximates their estimated fair value. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods. Customer relationships were valued using an income approach, which estimates fair value based on the earnings and cash flow capacity of the subject asset. The value of the marketing-related intangibles was determined using a relief-from-royalty method, which estimates fair value based on the value the owner of the asset receives from not having to pay a royalty to use the asset. Developed technology was valued using a cost-to-recreate approach. Goodwill deductible for tax purposes is $4.9 million for our LeadLander acquisition and $8.2 million for HipCricket. There was no Goodwill deductible for tax purposes for our API acquisition. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. 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. Fair Value Measurements at December 31, 2015 Level 1 Level 2 Level 3 Total Liabilities: Earnout consideration liability $ — $ — $ 500 $ 500 Fair Value Measurements at December 31, 2016 Level 1 Level 2 Level 3 Total Liabilities: Earnout consideration liability $ — $ — $ 2,500 $ 2,500 The following table presents additional information about liabilities measured at fair value on a recurring basis and for which we have utilized significant unobservable (Level 3) inputs to determine fair value: Ending balance at December 31, 2014 $ 500 Ending balance at December 31, 2015 500 Additions - stock earnouts 2,400 Additions - cash earnouts 2,500 Settlements - stock earnouts (2,400 ) Settlements - cash earnouts (500 ) Ending balance at December 31, 2016 $ 2,500 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. Debt The Company believes the carrying value of its long-term debt at December 31, 2016 approximates its fair value based on the variable interest rate feature or based upon interest rates currently available to the Company. The estimated fair value of our debt at December 31, 2016 and 2015 is $49.4 million and $24.9 million , respectively, based on valuation methodologies using interest rates currently available to the Company which are Level 2 inputs. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 5. Goodwill and Other Intangible Assets Changes in the Company’s goodwill balance for each of the two years in the period ended December 31, 2016 are summarized in the table below (in thousands): Balance at December 31, 2013 $ 33,630 Acquired in business combinations 12,313 Finalization of 2013 business combination — Foreign currency translation adjustment (797 ) Balance at December 31, 2014 45,146 Acquired in business combinations 4,700 Adjustment due to finalization of 2014 business combination (120 ) Foreign currency translation adjustment (2,304 ) Balance at December 31, 2015 47,422 Acquired in business combinations 25,037 Divestiture of business (3,775 ) Adjustment due to prior year business combinations 57 Foreign currency translation adjustment 356 Balance at December 31, 2016 $ 69,097 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 purchases and from acquisitions of customer relationships. The following is a summary of the Company’s intangible assets, net (in thousands): Estimated Useful Gross Accumulated Net Carrying December 31, 2016 Customer relationships 1-10 $ 32,703 $ 12,418 $ 20,285 Trade name 1.5-3 2,636 2,462 174 Developed technology 4-7 15,228 7,175 8,053 Total intangible assets $ 50,567 $ 22,055 $ 28,512 Estimated Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount December 31, 2015 Customer relationships 1-10 $ 31,848 $ 9,054 $ 22,794 Trade name 1-3 2,909 2,476 433 Developed technology 4-7 13,808 5,509 8,299 Total intangible assets $ 48,565 $ 17,039 $ 31,526 The following table summarizes the Company’s weighted-average amortization period, in total and by major finite-lived intangible asset class, by acquisition during the year ended December 31 (in years): 2016 2015 Customer relationships 9.3 9.3 Trade name 2.8 2.9 Developed technology 6.3 6.4 Total weighted-average amortization period 8.0 8.1 The Company periodically reviews the estimated useful lives of its identifiable intangible assets, taking into consideration any events or circumstances that might result in either a diminished fair value or revised useful life. Management has determined there have been no other indicators of impairment or change in the useful life during the years ended December 31, 2016 , 2015 , and 2014 . Total amortization expense was $7.2 million , $6.1 million , and $5.2 million during the years ended December 31, 2016 , 2015 , and 2014 , respectively. Estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): Amortization Expense Year ending December 31: 2017 $ 6,006 2018 5,663 2019 4,857 2020 3,891 2021 3,496 2022 and thereafter 4,599 Total $ 28,512 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes The Company's loss from continuing operations before income taxes for the years ended December 31, was as follows (in thousands): 2016 2015 2014 Income (loss) before provision for income taxes: United States $ (14,242 ) $ (13,254 ) $ (18,455 ) Foreign 2,259 629 (1,740 ) $ (11,983 ) $ (12,625 ) $ (20,195 ) The components of the provision (benefit) for income taxes attributable to continuing operations are as follows (in thousands): 2016 2015 2014 Current Federal $ — $ — $ — State 37 (100 ) 54 Foreign 964 932 163 Total Current $ 1,001 $ 832 $ 217 Deferred Federal $ 727 $ 293 $ 300 State 131 31 10 Foreign (329 ) (117 ) (605 ) Total Deferred 529 207 (295 ) $ 1,530 $ 1,039 $ (78 ) As of December 31, 2016 , the Company had federal net operating loss carryforwards of approximately $83 million and research and development credit carryforwards of approximately $1.3 million . The net operating loss and credit carryforwards will expire beginning in 2017, if not utilized. Utilization of the net operating losses and tax credits may be subject to substantial annual limitation due to the “change of ownership” provisions of the Internal Revenue Code of 1986. The annual limitation will result in the expiration of approximately $16.2 million of net operating losses and $0.8 million of credit carryforwards before utilization. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred taxes as of December 31 are as follows (in thousands): 2016 2015 2014 Deferred tax assets: Accrued expenses and allowances $ 993 $ 793 $ 733 Deferred revenue 573 671 549 Stock compensation 1,054 582 350 Net operating loss and tax credit carryforwards 24,895 20,871 16,755 Capital expenses 307 — — Other 176 196 123 Valuation allowance for noncurrent deferred tax assets (24,588 ) (18,507 ) (13,107 ) Net deferred tax assets $ 3,410 $ 4,606 $ 5,403 Deferred tax liabilities: Capital expenses $ — $ (2 ) $ (202 ) Prepaid expenses (31 ) (1 ) (1 ) Intangible assets (5,718 ) (6,481 ) (7,217 ) Goodwill (1,029 ) (561 ) (252 ) Tax credit carryforwards (38 ) (379 ) (737 ) Net deferred tax liabilities $ (6,816 ) $ (7,424 ) $ (8,409 ) Net deferred taxes $ (3,406 ) $ (2,818 ) $ (3,006 ) Due to the uncertainty surrounding the timing of realizing the benefits of its domestic favorable tax attributes in future tax returns, the Company has placed a valuation allowance against its domestic net deferred tax asset, exclusive of goodwill. During the year ended December 31, 2016 and 2015 , the valuation allowance increased by approximately $6.1 and $5.4 million, respectively, due primarily to operations and acquisitions. At December 31, 2016 , we did not provide deferred income taxes on temporary differences resulting from earnings of certain foreign subsidiaries which are indefinitely reinvested. The reversal of these temporary differences could result in additional tax; however, it is not practicable to estimate the amount of any unrecognized deferred income tax liabilities at this time. The Company’s provision for income taxes differs from the expected tax expense (benefit) amount computed by applying the statutory federal income tax rate of 34% to income before taxes due to the following : 2016 2015 2014 Federal statutory rate 34.0 % 34.0 % 34.0 % State taxes, net of federal benefit 1.2 % 3.5 % 3.5 % Tax credits (0.1 )% (0.2 )% (1.1 )% Effect of foreign operations 1.1 % (2.2 )% 0.1 % Stock compensation (1.7 )% (2.9 )% — % Permanent items and other (1.6 )% (3.3 )% (1.7 )% Tax carryforwards not benefited (45.7 )% (37.1 )% (34.4 )% (12.8 )% (8.2 )% 0.4 % Under ASC 740-10 , Income Taxes - Overall, the Company periodically reviews the uncertainties and judgments related to the application of complex income tax regulations to determine income tax liabilities in several jurisdictions. The Company uses a “more likely than not” criterion for recognizing an asset for unrecognized income tax benefits or a liability for uncertain tax positions. The Company has determined it has the following unrecognized assets or liabilities related to uncertain tax positions as of December 31, 2016 . The Company does not anticipate any significant changes in such uncertainties and judgments during the next 12 months. To the extent the Company is required to recognize interest and penalties related to unrecognized tax liabilities, this amount will be recorded as an accrued liability, (in thousands). Balance at December 31, 2014 $ 53 Additional based on tax positions related to the current year — Additions for tax positions of prior years 568 Reductions for tax positions of prior years — Settlements — Balance at December 31, 2015 $ 621 Additional based on tax positions related to the current year — Additions for tax positions of prior years 84 Reductions for tax positions of prior years — Settlements — Balance at December 31, 2016 $ 705 Due to the existence of the valuation allowance, future changes in our unrecognized tax benefits will not materially impact the Company’s effective tax rate. If the Company were to recognize unrecognized tax benefits as of December 31, 2016 , $399,000 would impact the effective tax rate. The Company’s assessment of its unrecognized tax benefits is subject to change as a function of the Company’s financial statement audit. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2016 , the Company had no accrued interest or penalties related to uncertain tax positions. The Company and its subsidiaries file tax returns in the U.S. federal jurisdiction and in several state and foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations for years ending before December 31, 2013 and is no longer subject to state and local or foreign income tax examinations by tax authorities for years ending before December 31, 2012. The Company is not currently under audit for federal, state or any foreign jurisdictions. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt Long-term debt consisted of the following at December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Senior secured loans (includes unamortized discount of $1,442 and $1,008 at December 31, 2016 and December 31, 2015, respectively, based on imputed interest rate of 6.6%) $ 47,929 $ 23,366 Seller notes due 2016 — 500 47,929 23,866 Less current maturities (2,190 ) (1,500 ) Total long-term debt $ 45,739 $ 22,366 Loan and Security Agreements Loan and Security Agreements On November 15, 2016, Upland Software, Inc. (the “Company”) amended its 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”). As of December 31, 2016 , there was (i) none in U.S. revolving loans outstanding under the Credit Agreement, (ii) none drawn on the Canadian revolving credit facility, (iii) $43.8 million in U.S. term loans outstanding under the Credit Agreement; and (iv) $5.6 million in Canadian term loans outstanding under the Credit Agreement. Loans The Credit Agreement provides for up to $90.0 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 $44.4 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 (v) a Canadian term loan facility in an aggregate principal amount of up to $5.6 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 $20.0 million upon the satisfaction of the terms and conditions set forth in the Credit Agreement. The Credit Agreement also provides for, among other things, (i) a maturity date of November 15, 2021, (ii) a maximum amount of permitted stock repurchases of $8,300,000 , and (iii) a maximum amount of seller subordinated indebtedness permitted to be incurred in connection with permitted acquisitions of $16,700,000 . 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) 100% multiplied by (subject to step-downs beginning December 31, 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 November 15, 2021 (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 December 31, 2016, 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 November 15, 2018. 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 U.S. 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 U.S. 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 U.S. LIBOR rate determined in accordance with the Credit Agreement (based on 1, 2, 3 or 6-month interest periods) (or the Canadian Bankers Acceptance ("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 U.S. LIBOR rate or Canadian BA rate, at the end of the applicable U.S. LIBOR or Canadian BA interest rate period. 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. There are certain financial covenants that become more restrictive starting March 31, 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 In conjunction with the amended facility, the Company expensed unamortized financing costs of $0.1 million . Interest Rate and Financing Costs Cash interest costs averaged 5.7% under the new Credit Agreement for the year ended December 31, 2016 . In addition, the Company incurred $1.9 million of financing costs associated with the Credit Agreement in the year ended December 31, 2016 . These financing costs will be amortized to non-cash interest expense over the term of the Credit Agreement. Seller Notes In May 2013, the Company issued seller notes payable in connection with the acquisition of FileBound. The notes had an aggregate principal amount of $3.5 million with 5% stated interest. $3.0 million of the notes were paid in May 2015 and $500,000 of the notes were paid in May 2016. Debt Maturities Future debt maturities of long-term debt excluding debt discounts at December 31, 2016 are as follows, (in thousands): Year ending December 31: 2017 $ 2,519 2018 2,519 2019 2,519 2020 2,519 2021 39,294 Thereafter — $ 49,370 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 8. Net Loss Per Share The following table sets for the computations of loss per share (in thousands, except share and per share amounts): December 31, 2016 2015 2014 Numerators: Loss from continuing operations attributable to common stockholders $ (13,513 ) $ (13,664 ) $ (20,117 ) Preferred stock dividends and accretion — — (1,524 ) Net loss attributable to common stockholders $ (13,513 ) $ (13,664 ) $ (21,641 ) Denominator: Weighted–average common shares outstanding, basic and diluted 16,472,799 14,939,601 4,889,901 Loss from continuing operations per share, basic and diluted $ (0.82 ) $ (0.91 ) $ (4.43 ) Loss from discontinued operations per share, basic and diluted — — — Net loss per common share, basic and diluted $ (0.82 ) $ (0.91 ) $ (4.43 ) Due to the net losses for the years ended December 31, 2016, 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: December 31, 2016 2015 2014 Stock options 759,719 778,385 665,216 Restricted stock 839,477 513,943 438,939 Total anti–dilutive common share equivalents 1,599,196 1,292,328 1,104,155 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Operating Leases The Company leases office space under operating leases that expire between 2017 and 2020. Future minimum lease payments under operating and capital lease obligations are as follows (in thousands): Capital Operating Purchase Commitments 2017 $ 1,644 $ 1,182 $ 2,471 2018 1,249 900 — 2019 628 916 — 2020 78 259 — 2021 — — — Thereafter — — — Total minimum lease payments 3,599 $ 3,257 $ 2,471 Less amount representing interest (418 ) Present value of capital lease obligations 3,181 Less current portion of capital lease obligations (1,644 ) Long-term capital lease obligations $ 1,537 The Company has an outstanding purchase commitment in 2017 for software development services from DevFactory FZ-LLC pursuant to a technology services agreement in the amount of $2.5 million . The agreement has an initial term that expires on December 31, 2017, with an option for either party to renew annually for up to five years. For years after 2017 , 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 2017 total revenues increase by 10% as compared to 2016 total revenues, then the 2018 purchase commitment will increase by approximately $250,000 from the 2017 purchase commitment amount to approximately $2.8 million . Total rent expense for the years ended December 31, 2016, 2015, and 2014 were approximately $2.1 million , $2.1 million , and $1.9 million , respectively. In 2017, we have subleased two of our operating leases and will receive sublease income of $231,000 which offsets operating lease obligations shown above. Both the underlying sublease and the associated operating leases end during 2017. The current and long-term portion of capital lease obligations are recorded in other current liabilities and other long-term liabilities line items on the balance sheet, respectively. Capital lease agreements are generally for four years and contain a bargain purchase option at the end of the lease term. Litigation In the normal course of business, the Company may become involved in various lawsuits and legal proceedings. While the ultimate results of these matters cannot be predicted with certainty, management does not expect them to have a material adverse effect on the consolidated financial position or results of operations of the Company. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 10. Property and Equipment, Net Property and equipment consisted of the following (in thousands) at: December 31, 2016 December 31, 2015 Equipment (including equipment under capital lease of $6,087 and $6,199 at December 31, 2016 and 2015, respectively) $ 11,317 $ 11,599 Furniture and fixtures (including furniture under capital lease of $0 and $143 at December 31, 2016 and 2015, respectively) 205 484 Leasehold improvements 729 819 Accumulated depreciation (including for equipment and furniture under capital lease of $2,961 and $2,218 at December 31, 2016 and 2015, respectively) (7,895 ) (6,901 ) Property and equipment, net $ 4,356 $ 6,001 Amortization of assets recorded under capital leases is included with depreciation expense. Depreciation and amortization expense on property and equipment was $2.7 million , $2.3 million and $2.3 million for the years ended December 31, 2016, 2015, and 2014 , respectively. The Company recorded no impairment of property and equipment and recorded losses on the disposal of property and equipment of $0.2 million , $0.0 million , and $0.0 million during the years ended December 31, 2016, 2015, and 2014 . |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | 11. Stockholders' Equity Common Stock Our certificate of incorporation authorizes shares of stock as follows: 50,000,000 shares of common stock and 5,000,000 shares of preferred stock. The common and preferred stock have a par value of $0.0001 per share. Each share of common stock is entitled to one vote at all meetings of stockholders. The number of authorized shares of common stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares of capital stock of the Company representing a majority of the votes represented by all outstanding shares of capital stock of the Company entitled to vote. The holders of common stock are also entitled to receive dividends, when, if and as declared by our board of directors, whenever funds are legally available therefore, subject to the priority rights of any outstanding preferred stock. • 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. • In September 2014, the Company granted 294,010 shares of restricted stock with a grant-date fair value of $8.73 . The restricted stock has restrictions which vest over three years from date of grant for 40,990 shares and over four years from the date of grant for 253,020 shares. The grant-date fair value of the shares is recognized over the requisite vesting pe riod. If vesting periods are not achieved, the shares will be forfeited by the employee. • In November 2014, the Company granted 41,664 shares of restricted stock with a grant-date fair value of $12.00 to members of the Board of Directors. The restricted stock has restrictions which vest fully after twelve months from date of grant. The grant-date fair value of the shares is recognized over the requisite vesting pe riod. If vesting periods are not achieved, the shares will be forfeited by the respective Director. • In November, 2014, the Company issued 3,846,154 shares of common stock, at a price of $12.00 per share, before underwriting discounts and commissions. The IPO generated net proceeds of approximately $42.9 million , after deducting underwriting discounts and commissions. Expenses incurred by us for the IPO were approximately $4.1 million and will be recorded against the proceeds received from the IPO. • In November 2014, the Company issued 6,834,476 share of common stock for conversion of all outstanding shares of preferred stock on a one-to-one basis in connection with the Company's IPO. • In November 2014, the Company issued 150,977 shares of common stock valued at $1.6 million in connection with the acquisition of Solution Q. In addition, the company issued 65,570 shares of common stock to two employees valued at $0.7 million . The restricted stock has restrictions which vest fully two years from date of grant. The grant-date fair value of the shares is recognized over the requisite vesting pe riod. If vesting periods are not achieved, the shares will be forfeited by the respective employee. • In December 2014, the Company agreed to issue 386,253 shares of common stock valued at $4.5 million in connection with the acquisition of Mobile Commons. As of December 31, 2014, 316,747 shares of common stock were issued to certain former shareholders of Mobile Commons, 44,192 shares were being held in escrow for eighteen ( 18 ) months and subject to indemnification claims by the Company and an additional 25,314 shares were reserved for issuance upon the completion of certain documentation by certain former shareholders of Mobile Commons. • In November 2015, the Company agreed to issue 179,298 shares of common stock valued at approximately $1,388,000 in connection with the acquisition of Ultriva. In addition, the company issued 45,767 shares of common stock to an employee valued at approximately $0.4 million . The restricted stock has restrictions which vest at three different events during the year following the acquisition. The grant-date fair value of the shares is recognized over the requisite vesting pe riod, which occurred during 2016. • In March 2016, the Company issued 1,000,000 shares of common stock valued at approximately $5,700,000 in connection with the acquisition of HipCricket, Inc. • In July, 2016, the Company issued 318,302 shares of common stock valued at approximately $2,400,000 in connection with the acquisition of LeadLander, Inc. • In November, 2016, the Company issued 24,587 shares of common stock valued at approximately $200,000 in connection with the acquisition of Ultriva, Inc. Stock Compensation Plans The Company maintains two stock-based compensation plans, the 2010 Stock Option Plan (the “2010 Plan”) and the 2014 Stock Option Plan (the “2014 Plan”), which are described below. 2010 Plan At December 31, 2016 , there were 294,502 options outstanding under the 2010 Plan. Following the effectiveness of the Company’s 2014 Plan in November 2014, no further awards have been made under the 2010 Plan, although each option previously granted under the 2010 Plan will remain outstanding subject to its terms. Any such shares of common stock that are subject to awards under the 2010 Plan which are forfeited or lapse unexercised and would otherwise have been returned to the share reserve under the 2010 Plan instead will be available for issuance under the 2014 Plan. 2014 Plan In November 2014, the Company adopted the 2014 Plan, providing for the granting of incentive stock options, as defined by the Internal Revenue Code, to employees and for the grant of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares to employees, directors and consultants. The 2014 Plan also provides for the automatic grant of option awards to our non-employee directors. As of December 31, 2016 , there were 465,217 options outstanding under the 2014 Plan and shares of common stock reserved for issuance under the 2014 Plan consist of 163,928 shares of common stock. In addition, the number of shares available for issuance under the 2014 Plan will be increased annually in an amount equal to the least of (i) 4% of the outstanding Shares on the last day of the immediately preceding Fiscal Year or (ii) such number of Shares determined by the Board. At December 31, 2016 , there were 839,477 restricted stock units outstanding under the 2014 Plan. Shares issued upon any stock option exercise under the 2010 Plan or 2014 Plan will be issued from the Company's authorized but unissued shares. Stock Option Activity A summary of the Company’s stock option activity under all Plans is as follows: Number of Weighted– Weighted– Weighted- Outstanding at December 31, 2013 357,991 $ 1.40 9.16 $ 0.79 Options granted 386,797 7.03 3.76 Options exercised (435 ) 1.77 0.93 Options forfeited (79,143 ) 3.87 2.09 Outstanding at December 31, 2014 665,210 $ 4.39 8.78 $ 2.37 Options granted 420,616 6.93 6.93 Options exercised (106,338 ) 2.17 2.24 Options forfeited (201,100 ) 5.62 4.99 Outstanding at December 31, 2015 778,388 $ 5.75 8.39 $ 5.75 Options granted 137,586 7.74 3.23 Options exercised (43,101 ) 4.93 2.54 Options forfeited (75,251 ) 7.01 3.69 Options expired (37,903 ) 4.94 4.90 Outstanding at December 31, 2016 759,719 $ 6.06 7.73 $ 2.84 Options vested and expected to vest at December 31, 2014 149,907 $ 1.58 7.81 Options vested and exercisable at December 31, 2014 149,907 $ 1.58 7.81 Options vested and expected to vest at December 31, 2015 769,142 $ 5.72 8.37 Options vested and exercisable at December 31, 2015 244,631 $ 3.78 6.91 Options vested and expected to vest at December 31, 2016 747,736 $ 6.04 7.70 Options vested and exercisable at December 31, 2016 482,731 $ 5.41 7.25 The aggregate intrinsic value of options vested during the years ended December 31, 2016 and 2015 , was approximately $0.8 million and $0.6 million , respectively. The aggregate intrinsic value of options outstanding at December 31, 2016 and 2015 , was approximately $2.2 million and $1.3 million , respectively. The aggregate intrinsic value of options exercised at December 31, 2016 and 2015 , was approximately $0.1 million and $0.6 million , respectively. The aggregate intrinsic value of options exercisable, vested and expected to vest at December 31, 2016 and 2015 was approximately $2.2 million and $1.3 million . The total fair value of employee options vested during the years ended December 31, 2016 and 2015 was approximately $1.0 million and $0.8 million , respectively. Unvested shares as of December 31, 2016 and 2015 have a weighted-average grant date fair value of $3.45 and $3.53 per share, respectively. Total stock-based compensation was approximately $4.3 million , $2.7 million , and $1.1 million for the years ended December 31, 2016, 2015, and 2014 , respectively. As of December 31, 2016 , $0.8 million of unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 1.39 years. The Company received approximately $212,000 in cash from option exercises under the respective Plans in 2016 . The Company issued shares from amounts reserved under the respective Plans upon the exercise of these stock options. The Company does not currently expect to repurchase shares from any source to satisfy such obligation under any of the Company’s stock option Plans. The exercise of stock options during the year ended December 31, 2016 resulted in an excess tax deduction of approximately $402,000 . The expected tax benefits of approximately $148,000 will be included as part of the deferred tax asset associated with net operating loss carryforwards, currently fully offset by a valuation allowance, upon adoption of ASU 2016-09 in the first quarter of 2017. Restricted Stock Awards A summary of the Company’s restricted stock activity under the 2010 and 2014 Plan is as follows: Number of Unvested balances at December 31, 2013 240,279 Awards granted 401,244 Awards vested (202,584) Unvested balances at December 31, 2014 438,939 Awards granted 242,500 Awards vested (144,268) Awards forfeited (23,228) Unvested balances at December 31, 2015 513,943 Awards granted 778,097 Awards vested (385,895) Awards forfeited (66,668) December 31, 2016 839,477 During 2016 , 385,895 restricted stock awards vested with a weighted average grant date fair value of $7.72 per share. Share-based Compensation The Company recognized share-based compensation expense from all awards in the following expense categories (in thousands): Year Ended December 31, 2016 2015 2014 Cost of subscription and support revenue $ 43 $ 47 $ 30 Cost of professional services revenue 1 (5 ) 19 Sales and marketing 105 65 39 Research and development 204 203 61 General and administrative 3,980 2,431 928 Total $ 4,333 $ 2,741 $ 1,077 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2016 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | 12. Redeemable Convertible Preferred Stock ▪ In 2011, the Company issued 2,652,110 shares of Series A redeemable convertible preferred stock for aggregate proceeds of $16.0 million , net of issuance costs of $199,000 . ▪ In January 2012, the Company issued 169,054 shares of Series A redeemable convertible preferred stock for aggregate proceeds of $1.0 million , net of issuance costs of $24,000 . ▪ In January 2012, the Company issued 1,701,909 shares of Series B redeemable convertible preferred stock for aggregate proceeds of $10.4 million , net of issuance costs of $22,000 . ▪ In November 2012, the Company issued 131,168 shares of Series B-1 redeemable convertible preferred stock valued at $800,000 in connection with the acquisition of EPM Live. Such shares are subject to forfeiture obligations based upon continued employment over a 24 -month period. The Company is accounting for such shares as compensation as the shares vest. At December 31, 2014, all shares are now fully amortized. ▪ In May 2013, the Company issued 106,572 shares of B-1 redeemable convertible preferred stock valued at $624,000 in connection with the acquisition of FileBound. ▪ In November 2013, the Company issued 155,598 shares of Series B-2 redeemable convertible preferred stock valued at $949,000 in connection with the acquisition of ComSci. ▪ In December 2013, the Company issued 1,918,048 shares of Series C redeemable convertible preferred stock for aggregate proceeds of $19.7 million , net of issuance costs of $82,000 . The proceeds from the issuance of Series C preferred stock included the conversion of $4.9 million of convertible promissory bridge notes and accrued interest payable. ▪ In November 2014, all of the shares of preferred stock were converted into 6,834,476 shares of common stock on a one -to-one basis in connec tion with the Company's IPO. Dividends Dividends on shares of Series C redeemable convertible preferred stock shall begin to accrue on a daily basis at a rate of 8% per annum, shall be cumulative, and shall compound on an annual basis. Series C redeemable convertible preferred stock dividends shall be due and payable upon the earliest of (i) any liquidation, dissolution, or winding up of the Company; (ii) the redemption of the Series C redeemable convertible preferred stock; or (iii) the payment of any dividends with respect to common stock or Series A, B, B–1 redeemable convertible Preferred Stock. Cumulative dividends on shares of Series C redeemable convertible preferred stock shall cease to accrue and all accrued and unpaid cumulative dividends shall be canceled and any rights to such dividends shall terminate at the time such share of Series C redeemable convertible preferred stock is converted to common stock. The holders of outstanding shares of Series A, B, B–1, and B–2 redeemable convertible preferred stock shall be entitled to receive dividends, when, as, and if declared by the Board of Directors, out of any assets legally available at the annual rate of $0.49 per share payable in preference and priority to any declaration or payment of any distribution on common stock. No dividends shall be made with respect to the common stock unless dividends on the Preferred Stock have been declared and paid or set aside for payment to the preferred stockholders. The right to receive dividends on shares of Series A, B, B–1 and B–2 redeemable convertible preferred stock shall not be cumulative, and no right to dividends shall accrue to holders of Series A, B, B–1 and B–2 redeemable convertible preferred stock by reason of the fact that dividends on said shares are not declared or paid. Payment of any dividends to the holders of Series A, B, B–1, and B–2 redeemable convertible preferred stock shall be on a pro rata basis. |
Preferred Stock Warrants
Preferred Stock Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Preferred Stock Warrants | 13. Preferred Stock Warrants The Company had 19,675 Series A preferred stock warrants and 56,839 Series B redeemable convertible preferred stock warrants outstanding as of December 31, 2013 with an exercise price of $6.10 per share. All of these warrants were issued in connection with the Comerica loan agreements described in Note 7 . The warrants were converted to warrants to purchase common stock in November 2014. See Note 4 . The fair value of warrants to purchase convertible preferred stock was determined using the Black-Scholes option pricing model. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 14. 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 years ended December 31, 2016, 2015, and 2014 . |
Domestic and Foreign Operations
Domestic and Foreign Operations | 12 Months Ended |
Dec. 31, 2016 | |
Domestic and Foreign Operations [Abstract] | |
Domestic and Foreign Operations | 15. Domestic and Foreign Operations Revenue by geography is based on the ship-to address of the customer, which is intended to approximate where the customers' 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): December 31, 2016 2015 2014 Revenues: U.S. $ 62,534 $ 56,778 $ 50,661 Canada 4,090 4,280 3,713 Other International 8,143 8,853 10,200 Total Revenues $ 74,767 $ 69,911 $ 64,574 December 31, 2016 2015 2014 Identifiable long-lived assets: U.S. $ 4,054 $ 5,501 $ 3,330 Canada 284 469 600 Other International 18 31 — Total identifiable long-lived assets $ 4,356 $ 6,001 $ 3,930 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. Related Party Transactions We are a party to three agreements with companies controlled by a non-management investor in the Company: • During the fiscal years ended December 31, 2016, 2015, and 2014 , the Company purchased software development services pursuant to a technology services agreement with DevFactory FZ-LLC, in the amount of $2.3 million , $2.1 million , and $2.1 million , respectively. In January 2014, the Company issued 1,803,574 shares of common stock to this company in connection with the amendment of such technology services agreement and took a noncash charge of $11.2 million recorded in research and development expenses. The Company has an outstanding purchase commitment in 2017 for software development services pursuant to a technology services agreement in the amount of $2.5 million . The agreement has an initial term that expires on December 31, 2017, with an option for either party to renew annually for up to five years. For years after 2017 , 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 2017 total revenues increase by 10% as compared to 2016 total revenues, then the 2018 purchase commitment will increase by approximately $250,000 from the 2017 purchase commitment amount to approximately $2.8 million . At December 31, 2016 and 2015 , amounts included in accounts payable owed to this company totaled $0.6 million and $0.7 million , respectively. • In 2016, the Company purchased approximately $1.8 million in services from Crossover, Inc. While there are no purchase commitments with this company, the Company continues to use their services in 2017 . • On March 14, 2016, Upland completed its purchase of substantially all of the assets of HipCricket, Inc., a cloud-based mobile messaging software provider, and completed the transfer of its EPM Live product business. Prior to the transaction, HipCricket was owned by an affiliate of ESW Capital, LLC, which is a shareholder of Upland. Raymond James & Co. provided a fairness opinion to Upland in connection with the transaction. Refer to Note 3 for a description of the transaction. Relating to this transaction, the Company is providing certain transition services to and receiving certain transition services from the affiliate. The cost offsets earned by the Company for these services during the twelve months ended December 31, 2016 totaled $706,000 and the fees owed to the affiliate by the Company for these services during the twelve months ended December 31, 2016 totaled $112,000 . 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. The Company has an arrangement with a former subsidiary to provide management, human resource/payroll and administrative services, for which the company received fees during 2016 totaled $360,000 and are expected to be similar in 2017 . |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events The Company has evaluated subsequent events through the date the consolidated financial statements were available for issuance. On January 10, 2017, Upland completed its purchase of 100% of Omtool, Ltd, a document capture, fax and workflow solution company. The purchase price consideration paid was approximately $19.2 million in cash payable at closing (net of approximately $3.0 million of cash acquired). The Company recorded the purchase of the acquisition 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 purchase price allocations for the 2017 acquisition is preliminary as the Company has not obtained and evaluated all of the detailed information necessary to finalize the opening balance sheet amounts in all respects. Management has recorded the purchase price allocations based upon acquired company information that is currently available. Management expects to finalize its purchase price allocations in the first half of 2017. On March 28, 2017, the Company entered into an amendment to the Amended and Restated Technology Services Agreement with DevFactory FZ-LLC to extend the initial term end date from December 31, 2017 to December 31, 2021. Additionally, the Company amended the option for either party to renew annually for one additional year from what was provided in the prior agreement. The effective date of the amendment is January 1, 2017. |
Quarterly Results (Unaudited)
Quarterly Results (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results | 18. Quarterly Results (Unaudited) The following table sets forth our unaudited quarterly condensed consolidated statements of operations data for each of the last eight quarters through December 31, 2016 . The data has been prepared on the same basis as the audited consolidated financial statements and related notes included elsewhere in this Annual Report and you should read the following tables together with such financial statements. The quarterly results of operations include all normal recurring adjustments necessary for a fair presentation of this data. Results of interim periods are not necessarily indicative of results for the entire year and are not necessarily indicative of future results. 3/31/15 6/30/15 9/30/15 12/31/15 3/31/16 6/30/16 9/30/16 12/31/16 (dollars in thousands, except per share data) Consolidated Statements of Operations Data: Revenue: Subscription and support $ 14,322 $ 14,023 $ 14,129 $ 14,719 $ 15,241 $ 16,220 $ 17,029 $ 17,062 Perpetual license 811 846 540 608 318 458 332 542 Total product revenue 15,133 14,869 14,669 15,327 15,559 16,678 17,361 17,604 Professional services 2,395 2,809 2,436 2,273 2,023 1,892 1,880 1,770 Total revenue 17,528 17,678 17,105 17,600 17,582 18,570 19,241 19,374 Cost of revenue: Subscription and support (1)(2) 4,732 4,841 4,771 5,242 5,226 5,634 5,747 6,127 Professional services (1) 1,908 1,732 1,677 1,768 1,624 1,106 1,045 1,056 Total cost of revenue 6,640 6,573 6,448 7,010 6,850 6,740 6,792 7,183 Gross profit 10,888 11,105 10,657 10,590 10,732 11,830 12,449 12,191 Operating expenses: Sales and marketing (1) 3,532 3,446 2,929 3,058 3,069 2,953 3,097 3,041 Research and development (1) 3,926 4,152 3,852 3,848 3,910 4,054 3,737 3,218 Refundable Canadian tax credits (121 ) (122 ) (115 ) (112 ) (109 ) (116 ) (115 ) (173 ) General and administrative (1) 5,119 4,714 4,494 3,874 4,123 4,547 4,670 4,946 Depreciation and amortization 1,014 1,063 1,130 1,327 1,472 1,476 1,322 1,021 Acquisition-related expenses 545 360 176 1,374 2,428 1,380 1,047 728 Total operating expenses 14,015 13,613 12,466 13,369 14,893 14,294 13,758 12,781 Income (loss) from operations (3,127 ) (2,508 ) (1,809 ) (2,779 ) (4,161 ) (2,464 ) (1,309 ) (590 ) Other expense: Interest expense, net (347 ) (576 ) (462 ) (473 ) (561 ) (662 ) (709 ) (849 ) Other expense, net (512 ) (12 ) 137 (157 ) (748 ) (293 ) (64 ) 427 Total other expense (859 ) (588 ) (325 ) (630 ) (1,309 ) (955 ) (773 ) (422 ) Loss before provision for income taxes (3,986 ) (3,096 ) (2,134 ) (3,409 ) (5,470 ) (3,419 ) (2,082 ) (1,012 ) Provision for income taxes 243 (238 ) (190 ) (854 ) (103 ) (158 ) (308 ) (961 ) Net income (loss) $ (3,743 ) $ (3,334 ) $ (2,324 ) $ (4,263 ) $ (5,573 ) $ (3,577 ) $ (2,390 ) $ (1,973 ) Net loss per common share: Loss from continuing operations per common share, basic and diluted $ (0.25 ) $ (0.22 ) $ (0.16 ) $ (0.28 ) $ (0.36 ) $ (0.22 ) $ (0.14 ) $ (0.12 ) (1) includes stock-based compensation (2) Includes depreciation and amortization |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of P resentation These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or GAAP. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to confirm to the current period presentation. |
Use of Estimates | Use of Estimates The preparation of the accompanying 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, acquired intangible assets, the useful lives of intangible assets and property and equipment, and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash deposits and liquid investments with original maturities of three months or less when purchased. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company extends credit to the majority of its customers. Issuance of credit is based on ongoing credit evaluations by the Company of customers’ financial condition and generally requires no collateral. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Invoices generally require payment within 30 days from the invoice date. The Company generally does not charge interest on past due payments, although the Company's contracts with its customers usually allow it to do so. The Company maintains an allowance for doubtful accounts to reserve for potential uncollectible receivables. The allowance is based upon the creditworthiness of the Company’s customers, the customers’ historical payment experience, the age of the receivables and current market conditions. Provisions for potentially uncollectible accounts are recorded in sales and marketing expenses. The Company writes off accounts receivable balances to the allowance for doubtful accounts when it becomes likely that they will not be collected. |
Concentrations of Credit Risk and Significant Customers | Concentrations of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are placed with high-quality financial institutions, which, at times, may exceed federally insured limits. The Company has not experienced any losses in these accounts, and the Company does not believe it is exposed to any significant credit risk related to cash and cash equivalents. The Company provides credit, in the normal course of business, to a number of its customers. The Company performs periodic credit evaluations of its customers and generally does not require collateral. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over each asset’s useful life. Leasehold improvements are amortized over the shorter of the lease term or of the estimated useful lives of the related assets. Upon retirement or disposal, the cost of each asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs, maintenance, and minor replacements are expensed as incurred. The estimated useful lives of property and equipment are as follows: Computer hardware and equipment 3 - 5 years Purchased software and licenses 3 - 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or lease term |
Goodwill and Other Intangibles | Goodwill and Other Intangibles Goodwill arises from business combinations and is measured as the excess of the cost of the business acquired over the sum of the acquisition-date fair value of tangible and identifiable intangible assets acquired, less any liabilities assumed. Goodwill is evaluated for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The events and circumstances considered by the Company include the business climate, legal factors, operating performance indicators and competition. The Company evaluates the recoverability of goodwill using a two-step impairment process tested at the reporting unit level. The Company has one reporting unit for goodwill impairment purposes. In the first step, the fair value of the reporting unit is compared to the book value, including goodwill. In the case that the fair value is less than the book value, a second step is performed that compares the implied fair value of goodwill to the book value of goodwill. The fair value for the implied goodwill is determined based on the difference between the fair value of the reporting unit and the net fair value of the identifiable assets and liabilities, excluding goodwill. If the implied fair value of the goodwill is less than the book value, the difference is recognized as an impairment charge in the consolidated statement of operations. No goodwill impairment charges were recorded during the years ended December 31, 2016 , 2015 , or 2014 . Identifiable intangible assets consist of customer relationships, marketing-related intangible assets and developed technology. Intangible assets with definite lives are amortized over their estimated useful lives on a straight-line basis. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of intangible assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. The Company evaluates the recoverability of intangible assets by comparing their carrying amounts to the future net undiscounted cash flows expected to be generated by the intangible assets. If such intangible assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the intangible assets exceeds the fair value of the assets. The Company determines fair value based on discounted cash flows using a discount rate commensurate with the risk inherent in the Company’s current business model for the specific intangible asset being valued. |
Long-Lived Assets | Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable. When such events or circumstances arise, an estimate of future undiscounted cash flows produced by the asset, or the appropriate grouping of assets, is compared to the asset's carrying value to determine whether impairment exists. If the asset is determined to be impaired, the impairment loss is measured based on the excess of its carrying value over its fair value. Assets to be disposed of are reported at the lower of the carrying value or net realizable value. |
Software Development Costs | Software Development Costs Software development costs are expensed as incurred until the point the Company establishes technological feasibility. Technological feasibility is established upon the completion of a working model. Costs incurred by the Company between establishment of technological feasibility and the point at which the product is ready for general release are capitalized, subject to their recoverability, and amortized over the economic life of the related products. Because the Company believes its current process for developing its software products essentially results in the completion of a working product concurrent with the establishment of technological feasibility, no software development costs have been capitalized to date. There were no software development costs required to be capitalized under ASC 985-20, Costs of Software to be Sold, Leased or Marketed, and under ASC 350-40, Internal-Use Software. |
Income Taxes | Canadian Tax Credits Canadian tax credits related to current expenses are accounted for as a reduction of the research and development costs. Such credits relate to the Company's operations in Canada and are not dependent upon taxable income. Credits are accrued in the year in which the research and development costs or the capital expenditures are incurred, provided the Company is reasonably certain that the credits will be received. The government credit must be examined and approved by the tax authorities, and it is possible that the amounts granted will differ from the amounts recorded. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities will be recognized in the period that includes the enactment date. A valuation allowance is established against the deferred tax assets to reduce their carrying value to an amount that is more likely than not to be realized. The Company has adopted a permanent reinvestment position whereby foreign earnings for foreign subsidiaries are expected to be reinvested and future earnings are not expected to repatriated. As a result of this policy, no tax liability has been accrued in anticipation of future dividends from foreign subsidiaries. The Company accounts for uncertainty of income taxes based on a “more likely than not” threshold for the recognition and derecognition of tax positions, which includes the accounting for interest and penalties. |
Deferred Financing Costs | Debt Issuance Costs The Company capitalizes underwriting, legal, and other direct costs incurred related to the issuance of debt, which are recorded as a direct deduction from the carrying amount of the related debt liability and amortized to interest expense over the term of the related debt using the effective interest rate method. Upon the extinguishment of the related debt, any unamortized capitalized deferred financing costs are recorded to interest expense. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for financial instruments in accordance with the authoritative guidance on fair value measurements and disclosures for financial assets and liabilities. This guidance defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. The guidance also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions. The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, and accounts payable, long–term debt and warrant liabilities. The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value, primarily due to short maturities. The carrying values of the Company’s debt instruments approximated their fair value based on rates currently available to the Company. The carrying values of warrant liabilities are marked to the market at each reporting period. |
Revenue Recognition | Revenue Recognition The Company derives revenue from product revenue, consisting of subscription, support and perpetual licenses, and professional services revenues. The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists, delivery of the product or services has occurred, no Company obligations with regard to implementation considered essential to the functionality remain, the fee is fixed or determinable and collectability is probable. Subscription and Support Revenue The Company derives subscription revenues by providing its software-as-a-service solution to customers in which the customer does not have the right to take possession of the software, but can use the software for the contracted term. The Company accounts for these arrangements as service contracts. Subscription and support revenues are recognized on a straight-line basis over the term of the contractual arrangement, typically one to three years. Amounts that have been invoiced and that are due are recorded in deferred revenue or revenue, depending on when the criteria for revenue recognition are met. Revenue from usage-based services are recognized in the month in which such usage is reported. The Company may provide hosting services to customers who purchased a perpetual license. Such hosting services are recognized ratably over the applicable term of the arrangement. These hosting arrangements are typically for a period of one to three years. Software maintenance agreements provide technical support and the right to unspecified upgrades on an if-and-when-available basis. Revenue from maintenance agreements is recognized ratably over the life of the related agreement, which is typically one year. Perpetual License Revenue The Company also records revenue from the sales of proprietary software products under perpetual licenses. For license agreements in which customer acceptance is a condition to earning the license fees, revenue is not recognized until acceptance occurs. The Company’s products do not require significant customization. Perpetual licenses are sold along with software maintenance and, sometimes, hosting agreements. When vendor specific objective evidence (VSOE) of fair value exists for the software maintenance and hosting agreement, the perpetual license is recognized under the residual method whereby the fair value of the undelivered software maintenance and hosting agreement is deferred and the remaining contract value is recognized immediately for the delivered perpetual license. When VSOE of fair value does not exist for the either the software maintenance or hosting agreement, the entire contract value is recognized ratably over the underlying software maintenance and/or hosting period. Professional Services Revenue Professional services provided with perpetual licenses consist of implementation fees, data extraction, configuration, and training. The Company’s implementation and configuration services do not involve significant customization of the software and are not considered essential to the functionality. Revenues from professional services are recognized as such services are provided when VSOE of fair value exists for such services and all undelivered elements such as software maintenance and/or hosting agreements. VSOE of fair value for services is based upon the price charged when these services are sold separately, and is typically an hourly rate. When VSOE of fair value does not exist for software maintenance and/or hosting agreements, revenues from professional services are recognized ratably over the underlying software maintenance and/or hosting period. Professional services, when sold with the subscription arrangements, are accounted for separately when these services have value to the customer on a standalone basis and there is objective and reliable evidence of fair value for each deliverable. When accounted for separately, revenues are recognized as the services are rendered for time and material contracts. For those arrangements where the elements do not qualify as a separate unit of accounting, the Company recognizes professional services ratably over the contractual life of the related application subscription arrangement. Currently, all professional services are accounted for separately as all have value to the customer on a standalone basis. Multiple Element Arrangements The Company enters into arrangements with multiple-element that generally include subscriptions and implementation and other professional services. For multiple-element arrangements, arrangement consideration is allocated to deliverables based on their relative selling price. In order to treat deliverables in a multiple-element arrangement as separate units of accounting, the elements must have standalone value upon delivery. If the elements have standalone value upon delivery, each element must be accounted for separately. The Company’s subscription services have standalone value as such services are often sold separately. In determining whether implementation and other professional services have standalone value apart from the subscription services, the Company considers various factors including the availability of the services from other vendors. The Company has concluded that the implementation services included in multiple-element arrangements have standalone value. As a result, when implementation and other professional services are sold in a multiple-element arrangement, the arrangement consideration is allocated to the identified separate units based on a relative selling price hierarchy. The selling price for a element is based on its VSOE of selling price, if available, third-party evidence of selling price, or TPE, if VSOE is not available or best estimate of selling price, or BESP, if neither VSOE nor TPE is available. The Company has not established VSOE for its subscription services due to lack of pricing consistency, the introduction of new services and other factors. The Company has determined that TPE is not a practical alternative due to differences in its service offerings compared to other parties and the availability of relevant third-party pricing information. Accordingly, the Company uses BESP to determine the relative selling price. The Company determined BESP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the Company’s discounting practices, the size and volume of its transactions, customer characteristics, price lists, go-to-market strategy, historical standalone sales and agreement prices. As the Company’s go-to-market strategies evolve, it may modify its pricing practices in the future, which could result in changes in relative selling prices, and include both VSOE and BESP. Deferred Revenue Deferred revenue represents either customer advance payments or billings for which the aforementioned revenue recognition criteria have not yet been met. Messaging-related Revenue The Company recognizes subscription revenue for its digital engagement application which provides short code connectivity for its two-way SMS programs and campaigns. The Company evaluates whether it is appropriate to recognize revenue based on the gross amount billed to its customers for these services. Since the Company is primarily obligated in these transactions, has latitude in establishing prices associated with its messaging program management services, is responsible for fulfillment of the transaction, and has credit risk, revenue is recorded on a gross basis. While none of the factors individually are considered presumptive or determinative, in reaching conclusions on gross versus net revenue recognition, the Company places the most weight on the analysis of whether or not it is the primary obligor in the arrangement. |
Cost of Revenue | Cost of Revenue Cost of revenue primarily consists of salaries and related expenses (e.g. bonuses, employee benefits, and payroll taxes) for personnel directly involved in the delivery of services and products directly to customers. Cost of revenue also includes the amortization of acquired technology. |
Customer Contract and Relationship Acquisition Costs | Customer Contract Acquisition Costs Costs associated with the acquisition or origination of customer contracts are expensed as incurred. Customer Relationship Acquisition Costs Costs associated with the acquisition or origination of customer relationships are capitalized as customer relationship assets as incurred and amortized over the estimated life of the customer relationship. |
Advertising Costs | Advertising Costs Advertising costs are expensed in the period incurred. |
Share-Based Compensation | Stock-Based Compensation Stock options awarded to employees and directors are measured at fair value at each grant date. The Company accounts for stock-based compensation in accordance with authoritative accounting principles which require all share-based compensation to employees, including grants of employee stock options, to be recognized in the financial statements based on their estimated fair value. Compensation expense is determined under the fair value method using the Black-Scholes option pricing model and recognized ratably over the period the awards vest. The Black-Scholes option pricing model used to compute share-based compensation expense requires extensive use of accounting judgment and financial estimates. Items requiring estimation include the expected term option holders will retain their vested stock options before exercising them, the estimated volatility of the Company’s common stock price over the expected term of each stock option, and the number of stock options that will be forfeited prior to the completion of their vesting requirements. Application of alternative assumptions could result in significantly different share-based compensation amounts being recorded in the financial statements. The following table summarizes the weighted-average grant-date fair value of options granted in 2016 , 2015 , and 2014 and the assumptions used to develop their fair values. As there was no public market for its common stock prior to November 2014, the Company estimates the volatility of its common stock based on the volatility of publicly traded shares of comparable companies' common stock. The Company's decision to use the volatility of comparable stock was based upon the Company's assessment that this information is more representative of future stock price trends than the Company's historical volatility. The Company estimates the expected term using the simplified method, which calculates the expected term as the midpoint between the vesting date and the contractual termination date of each award. The dividend yield assumption is based on historical and expected future dividend payouts. The risk-free interest rate is based on observed market interest rates appropriate for the term of each options. |
Comprehensive Loss | Comprehensive Loss The Company utilizes the guidance in Accounting Standards Codification (ASC) Topic 220, Comprehensive Income, for the reporting and display of comprehensive loss and its components in the consolidated financial statements. Comprehensive loss comprises net loss and cumulative foreign currency translation adjustments. |
Foreign Currency Transactions | Foreign Currency Transactions Results of operations for foreign subsidiaries are translated in United State dollars using the average exchange rates on a monthly basis during the year. The assets and liabilities of those subsidiaries are translated into United States dollars using the exchange rates at the balance sheet date. The related translation adjustments are recorded in a separate component of stockholders' equity in accumulated other comprehensive loss. Foreign currency transaction gains and losses are included in the statements of operations and include the impact of revaluation of certain foreign currency denominated net assets or liabilities held internationally. |
Basic and Diluted Net Loss per Common Share | Basic and Diluted Net Loss per Common Share The Company uses the two-class method to compute net loss per common share because the Company has issued securities, other than common stock, that contractually entitle the holders to participate in dividends and earnings of the Company. The two-class method requires earnings for the period to be allocated between common stock and participating securities based upon their respective rights to receive distributed and undistributed earnings. Holders of the Company’s Series A, B, B-1, B-2 and C preferred stock are entitled, on a pari passu basis, to receive dividends when, as, and if declared by the board of directors, prior and in preference to any declaration or payment of any dividend on the common stock until such time as the total dividends paid on each share of Series A, B, B-1, B-2 and C preferred stock is equal to the original issue price of the shares. As a result, all series of the Company’s preferred stock are considered participating securities. All of the outstanding preferred stock was converted to common stock upon the Company's initial public offering in November 2014. Under the two-class method, for periods with net income, basic net income per common share is computed by dividing the net income attributable to common stockholders by the weighted-average number shares of common stock outstanding during the period. Net income attributable to common stockholders is computed by subtracting from net income the portion of current year earnings that the participating securities would have been entitled to receive pursuant to their dividend rights had all of the year’s earnings been distributed. No such adjustment to earnings is made during periods with a net loss, as the holders of the participating securities have no obligation to fund losses. Diluted net loss per common share is computed under the two-class method by using the weighted-average number of shares of common stock outstanding plus, for periods with net income attributable to common stockholders, the potential dilutive effects of stock options and warrants. In addition, the Company analyzes the potential dilutive effect of the outstanding participating securities under the if-converted method when calculating diluted earnings per share, in which it is assumed that the outstanding participating securities convert into common stock at the beginning of the period. The Company reports the more dilutive of the approaches as its diluted net income per share during the period. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers. This ASU amends the existing accounting standards for revenue recognition and is based on the principle that revenue should be recognized to depict the transfer of goods or services to a customer at an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The Company will adopt this ASU on January 1, 2018, and we expect to use the modified retrospective application method . The Company is currently evaluating each of its revenue streams to identify any differences in the timing, measurement or presentation of revenue recognition under the new standard . We expect to have our preliminary evaluation, including the selection of an adoption method, completed by the end of the first half of 2017. 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 the Company's financial statements. In November 2015, the FASB issued ASU No. 2015-17,” Income Taxes: Balance Sheet Classification of Deferred Taxes”, to require that deferred tax liabilities and assets be classified entirely as non-current. This amended guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those years. Early adoption is permitted, and the amended guidance may be applied prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company adopted ASU 2015-17 during the fourth quarter of 2016 on a prospective basis and the impact on our consolidated financial statements is reflected in Note 6 - Income Taxes and had no impact on our Balance Sheet presentation. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The core change with ASU 2016-2 is the requirement for th e recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect that the adoption of ASU 2016-02 will have on its financial statements. In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718). The core change with ASU 2016-09 is the simplification of several aspects of the accounting for share-based payment transactions, including the income tax consequences, classifications of awards as either equity or liabilities, and classification on the statement of cash flows. 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 Company is currently evaluating the effect that the adoption of ASU 2016-09 will have on its financial statements. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) No. 2016-13, “Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments”, which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019 and early adoption is permitted for annual and interim periods beginning after December 15, 2018. The Company is currently evaluating the effect that the adoption of ASU 2016-13 will have on its financial statements. In August 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15). ASU 2016-15 is intended to add or clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows and to eliminate the diversity in practice related to such classifications. The guidance in ASU 2016-15 is required for annual reporting periods beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the effect that the adoption of ASU 2016-15 will have on its financial statements. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedules of changes in the allowance for doubtful accounts | The following table presents the changes in the allowance for doubtful accounts (in thousands): Year Ended December 31, 2016 2015 2014 Balance at beginning of year $ 581 $ 890 $ 454 Provision 863 412 829 Acquisitions — — 400 Divestitures (230 ) — — Writeoffs, net of recoveries (556 ) (721 ) (793 ) Balance at end of year $ 658 $ 581 $ 890 |
Schedule of estimated useful lives of property and equipment | The estimated useful lives of property and equipment are as follows: Computer hardware and equipment 3 - 5 years Purchased software and licenses 3 - 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or lease term Property and equipment consisted of the following (in thousands) at: December 31, 2016 December 31, 2015 Equipment (including equipment under capital lease of $6,087 and $6,199 at December 31, 2016 and 2015, respectively) $ 11,317 $ 11,599 Furniture and fixtures (including furniture under capital lease of $0 and $143 at December 31, 2016 and 2015, respectively) 205 484 Leasehold improvements 729 819 Accumulated depreciation (including for equipment and furniture under capital lease of $2,961 and $2,218 at December 31, 2016 and 2015, respectively) (7,895 ) (6,901 ) Property and equipment, net $ 4,356 $ 6,001 |
Schedule of weighted-average grant-date fair value assumptions | The following table summarizes the weighted-average grant-date fair value of options granted in 2016 , 2015 , and 2014 and the assumptions used to develop their fair values. As there was no public market for its common stock prior to November 2014, the Company estimates the volatility of its common stock based on the volatility of publicly traded shares of comparable companies' common stock. The Company's decision to use the volatility of comparable stock was based upon the Company's assessment that this information is more representative of future stock price trends than the Company's historical volatility. The Company estimates the expected term using the simplified method, which calculates the expected term as the midpoint between the vesting date and the contractual termination date of each award. The dividend yield assumption is based on historical and expected future dividend payouts. The risk-free interest rate is based on observed market interest rates appropriate for the term of each options. Year Ended December 31, 2016 2015 2014 Weighted average grant-date fair value of options $3.23 $3.01 $3.76 Expected volatility 42.5% 42.5% - 44.0% 54.1% - 55.2% Risk-free interest rate 1.2% 1.7% - 1.9% 1.6% - 1.9% Expected life in years 5.93 5.93 6.29 Dividend yield — — — |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following condensed table presents the preliminary acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions, as well as assets and liabilities (in thousands): API LeadLander HipCricket Ultriva Year Acquired or Divested 2016 2016 2016 2015 Cash $ 125 $ 365 $ — $ 372 Accounts receivable 821 199 1,226 689 Other current assets 54 55 273 52 Canadian tax credit receivable — — — — Property and equipment 68 5 — 16 Customer relationships 1,420 970 1,000 1,820 Trade name 40 70 70 140 Technology 810 1,410 900 960 Goodwill 3,420 13,104 8,531 4,739 Other assets 89 6 — 32 Total assets acquired 6,847 16,184 12,000 8,820 Accounts payable (11 ) — (44 ) (196 ) Accrued expense and other (137 ) (254 ) — (284 ) Deferred tax liabilities — — — — Deferred revenue (1,699 ) (910 ) (356 ) (760 ) Canadian tax credit liability to seller — — — — Total liabilities assumed (1,847 ) (1,164 ) (400 ) (1,240 ) Total consideration $ 5,000 $ 15,020 $ 11,600 $ 7,580 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Fair Value Measurements at December 31, 2015 Level 1 Level 2 Level 3 Total Liabilities: Earnout consideration liability $ — $ — $ 500 $ 500 Fair Value Measurements at December 31, 2016 Level 1 Level 2 Level 3 Total Liabilities: Earnout consideration liability $ — $ — $ 2,500 $ 2,500 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents additional information about liabilities measured at fair value on a recurring basis and for which we have utilized significant unobservable (Level 3) inputs to determine fair value: Ending balance at December 31, 2014 $ 500 Ending balance at December 31, 2015 500 Additions - stock earnouts 2,400 Additions - cash earnouts 2,500 Settlements - stock earnouts (2,400 ) Settlements - cash earnouts (500 ) Ending balance at December 31, 2016 $ 2,500 |
Goodwill and Other Intangible30
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the Company’s goodwill balance for each of the two years in the period ended December 31, 2016 are summarized in the table below (in thousands): Balance at December 31, 2013 $ 33,630 Acquired in business combinations 12,313 Finalization of 2013 business combination — Foreign currency translation adjustment (797 ) Balance at December 31, 2014 45,146 Acquired in business combinations 4,700 Adjustment due to finalization of 2014 business combination (120 ) Foreign currency translation adjustment (2,304 ) Balance at December 31, 2015 47,422 Acquired in business combinations 25,037 Divestiture of business (3,775 ) Adjustment due to prior year business combinations 57 Foreign currency translation adjustment 356 Balance at December 31, 2016 $ 69,097 |
Schedule of Finite-Lived Intangible Assets | The following is a summary of the Company’s intangible assets, net (in thousands): Estimated Useful Gross Accumulated Net Carrying December 31, 2016 Customer relationships 1-10 $ 32,703 $ 12,418 $ 20,285 Trade name 1.5-3 2,636 2,462 174 Developed technology 4-7 15,228 7,175 8,053 Total intangible assets $ 50,567 $ 22,055 $ 28,512 Estimated Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount December 31, 2015 Customer relationships 1-10 $ 31,848 $ 9,054 $ 22,794 Trade name 1-3 2,909 2,476 433 Developed technology 4-7 13,808 5,509 8,299 Total intangible assets $ 48,565 $ 17,039 $ 31,526 |
Schedule of 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, by acquisition during the year ended December 31 (in years): 2016 2015 Customer relationships 9.3 9.3 Trade name 2.8 2.9 Developed technology 6.3 6.4 Total weighted-average amortization period 8.0 8.1 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): Amortization Expense Year ending December 31: 2017 $ 6,006 2018 5,663 2019 4,857 2020 3,891 2021 3,496 2022 and thereafter 4,599 Total $ 28,512 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of continuing operations before income taxes | The Company's loss from continuing operations before income taxes for the years ended December 31, was as follows (in thousands): 2016 2015 2014 Income (loss) before provision for income taxes: United States $ (14,242 ) $ (13,254 ) $ (18,455 ) Foreign 2,259 629 (1,740 ) $ (11,983 ) $ (12,625 ) $ (20,195 ) |
Schedule of components of income tax (benefit) | The components of the provision (benefit) for income taxes attributable to continuing operations are as follows (in thousands): 2016 2015 2014 Current Federal $ — $ — $ — State 37 (100 ) 54 Foreign 964 932 163 Total Current $ 1,001 $ 832 $ 217 Deferred Federal $ 727 $ 293 $ 300 State 131 31 10 Foreign (329 ) (117 ) (605 ) Total Deferred 529 207 (295 ) $ 1,530 $ 1,039 $ (78 ) |
Schedule of deferred tax components | Significant components of the Company’s deferred taxes as of December 31 are as follows (in thousands): 2016 2015 2014 Deferred tax assets: Accrued expenses and allowances $ 993 $ 793 $ 733 Deferred revenue 573 671 549 Stock compensation 1,054 582 350 Net operating loss and tax credit carryforwards 24,895 20,871 16,755 Capital expenses 307 — — Other 176 196 123 Valuation allowance for noncurrent deferred tax assets (24,588 ) (18,507 ) (13,107 ) Net deferred tax assets $ 3,410 $ 4,606 $ 5,403 Deferred tax liabilities: Capital expenses $ — $ (2 ) $ (202 ) Prepaid expenses (31 ) (1 ) (1 ) Intangible assets (5,718 ) (6,481 ) (7,217 ) Goodwill (1,029 ) (561 ) (252 ) Tax credit carryforwards (38 ) (379 ) (737 ) Net deferred tax liabilities $ (6,816 ) $ (7,424 ) $ (8,409 ) Net deferred taxes $ (3,406 ) $ (2,818 ) $ (3,006 ) |
Schedule of effective income tax rate reconciliation | The Company’s provision for income taxes differs from the expected tax expense (benefit) amount computed by applying the statutory federal income tax rate of 34% to income before taxes due to the following : 2016 2015 2014 Federal statutory rate 34.0 % 34.0 % 34.0 % State taxes, net of federal benefit 1.2 % 3.5 % 3.5 % Tax credits (0.1 )% (0.2 )% (1.1 )% Effect of foreign operations 1.1 % (2.2 )% 0.1 % Stock compensation (1.7 )% (2.9 )% — % Permanent items and other (1.6 )% (3.3 )% (1.7 )% Tax carryforwards not benefited (45.7 )% (37.1 )% (34.4 )% (12.8 )% (8.2 )% 0.4 % |
Schedule of unrecognized tax benefits | To the extent the Company is required to recognize interest and penalties related to unrecognized tax liabilities, this amount will be recorded as an accrued liability, (in thousands). Balance at December 31, 2014 $ 53 Additional based on tax positions related to the current year — Additions for tax positions of prior years 568 Reductions for tax positions of prior years — Settlements — Balance at December 31, 2015 $ 621 Additional based on tax positions related to the current year — Additions for tax positions of prior years 84 Reductions for tax positions of prior years — Settlements — Balance at December 31, 2016 $ 705 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consisted of the following at December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Senior secured loans (includes unamortized discount of $1,442 and $1,008 at December 31, 2016 and December 31, 2015, respectively, based on imputed interest rate of 6.6%) $ 47,929 $ 23,366 Seller notes due 2016 — 500 47,929 23,866 Less current maturities (2,190 ) (1,500 ) Total long-term debt $ 45,739 $ 22,366 |
Schedule of Maturities of Long-term Debt | Future debt maturities of long-term debt excluding debt discounts at December 31, 2016 are as follows, (in thousands): Year ending December 31: 2017 $ 2,519 2018 2,519 2019 2,519 2020 2,519 2021 39,294 Thereafter — $ 49,370 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets for the computations of loss per share (in thousands, except share and per share amounts): December 31, 2016 2015 2014 Numerators: Loss from continuing operations attributable to common stockholders $ (13,513 ) $ (13,664 ) $ (20,117 ) Preferred stock dividends and accretion — — (1,524 ) Net loss attributable to common stockholders $ (13,513 ) $ (13,664 ) $ (21,641 ) Denominator: Weighted–average common shares outstanding, basic and diluted 16,472,799 14,939,601 4,889,901 Loss from continuing operations per share, basic and diluted $ (0.82 ) $ (0.91 ) $ (4.43 ) Loss from discontinued operations per share, basic and diluted — — — Net loss per common share, basic and diluted $ (0.82 ) $ (0.91 ) $ (4.43 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table sets forth the anti-dilutive common share equivalents: December 31, 2016 2015 2014 Stock options 759,719 778,385 665,216 Restricted stock 839,477 513,943 438,939 Total anti–dilutive common share equivalents 1,599,196 1,292,328 1,104,155 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments under operating and capital lease obligations | Future minimum lease payments under operating and capital lease obligations are as follows (in thousands): Capital Operating Purchase Commitments 2017 $ 1,644 $ 1,182 $ 2,471 2018 1,249 900 — 2019 628 916 — 2020 78 259 — 2021 — — — Thereafter — — — Total minimum lease payments 3,599 $ 3,257 $ 2,471 Less amount representing interest (418 ) Present value of capital lease obligations 3,181 Less current portion of capital lease obligations (1,644 ) Long-term capital lease obligations $ 1,537 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | The estimated useful lives of property and equipment are as follows: Computer hardware and equipment 3 - 5 years Purchased software and licenses 3 - 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or lease term Property and equipment consisted of the following (in thousands) at: December 31, 2016 December 31, 2015 Equipment (including equipment under capital lease of $6,087 and $6,199 at December 31, 2016 and 2015, respectively) $ 11,317 $ 11,599 Furniture and fixtures (including furniture under capital lease of $0 and $143 at December 31, 2016 and 2015, respectively) 205 484 Leasehold improvements 729 819 Accumulated depreciation (including for equipment and furniture under capital lease of $2,961 and $2,218 at December 31, 2016 and 2015, respectively) (7,895 ) (6,901 ) Property and equipment, net $ 4,356 $ 6,001 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of stock option activity | A summary of the Company’s stock option activity under all Plans is as follows: Number of Weighted– Weighted– Weighted- Outstanding at December 31, 2013 357,991 $ 1.40 9.16 $ 0.79 Options granted 386,797 7.03 3.76 Options exercised (435 ) 1.77 0.93 Options forfeited (79,143 ) 3.87 2.09 Outstanding at December 31, 2014 665,210 $ 4.39 8.78 $ 2.37 Options granted 420,616 6.93 6.93 Options exercised (106,338 ) 2.17 2.24 Options forfeited (201,100 ) 5.62 4.99 Outstanding at December 31, 2015 778,388 $ 5.75 8.39 $ 5.75 Options granted 137,586 7.74 3.23 Options exercised (43,101 ) 4.93 2.54 Options forfeited (75,251 ) 7.01 3.69 Options expired (37,903 ) 4.94 4.90 Outstanding at December 31, 2016 759,719 $ 6.06 7.73 $ 2.84 Options vested and expected to vest at December 31, 2014 149,907 $ 1.58 7.81 Options vested and exercisable at December 31, 2014 149,907 $ 1.58 7.81 Options vested and expected to vest at December 31, 2015 769,142 $ 5.72 8.37 Options vested and exercisable at December 31, 2015 244,631 $ 3.78 6.91 Options vested and expected to vest at December 31, 2016 747,736 $ 6.04 7.70 Options vested and exercisable at December 31, 2016 482,731 $ 5.41 7.25 |
Schedule of restricted stock activity | A summary of the Company’s restricted stock activity under the 2010 and 2014 Plan is as follows: Number of Unvested balances at December 31, 2013 240,279 Awards granted 401,244 Awards vested (202,584) Unvested balances at December 31, 2014 438,939 Awards granted 242,500 Awards vested (144,268) Awards forfeited (23,228) Unvested balances at December 31, 2015 513,943 Awards granted 778,097 Awards vested (385,895) Awards forfeited (66,668) December 31, 2016 839,477 |
Schedule of allocated share-based compensation expense | The Company recognized share-based compensation expense from all awards in the following expense categories (in thousands): Year Ended December 31, 2016 2015 2014 Cost of subscription and support revenue $ 43 $ 47 $ 30 Cost of professional services revenue 1 (5 ) 19 Sales and marketing 105 65 39 Research and development 204 203 61 General and administrative 3,980 2,431 928 Total $ 4,333 $ 2,741 $ 1,077 |
Domestic and Foreign Operatio37
Domestic and Foreign Operations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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): December 31, 2016 2015 2014 Revenues: U.S. $ 62,534 $ 56,778 $ 50,661 Canada 4,090 4,280 3,713 Other International 8,143 8,853 10,200 Total Revenues $ 74,767 $ 69,911 $ 64,574 December 31, 2016 2015 2014 Identifiable long-lived assets: U.S. $ 4,054 $ 5,501 $ 3,330 Canada 284 469 600 Other International 18 31 — Total identifiable long-lived assets $ 4,356 $ 6,001 $ 3,930 |
Quarterly Results (Unaudited) (
Quarterly Results (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Results | The following table sets forth our unaudited quarterly condensed consolidated statements of operations data for each of the last eight quarters through December 31, 2016 . The data has been prepared on the same basis as the audited consolidated financial statements and related notes included elsewhere in this Annual Report and you should read the following tables together with such financial statements. The quarterly results of operations include all normal recurring adjustments necessary for a fair presentation of this data. Results of interim periods are not necessarily indicative of results for the entire year and are not necessarily indicative of future results. 3/31/15 6/30/15 9/30/15 12/31/15 3/31/16 6/30/16 9/30/16 12/31/16 (dollars in thousands, except per share data) Consolidated Statements of Operations Data: Revenue: Subscription and support $ 14,322 $ 14,023 $ 14,129 $ 14,719 $ 15,241 $ 16,220 $ 17,029 $ 17,062 Perpetual license 811 846 540 608 318 458 332 542 Total product revenue 15,133 14,869 14,669 15,327 15,559 16,678 17,361 17,604 Professional services 2,395 2,809 2,436 2,273 2,023 1,892 1,880 1,770 Total revenue 17,528 17,678 17,105 17,600 17,582 18,570 19,241 19,374 Cost of revenue: Subscription and support (1)(2) 4,732 4,841 4,771 5,242 5,226 5,634 5,747 6,127 Professional services (1) 1,908 1,732 1,677 1,768 1,624 1,106 1,045 1,056 Total cost of revenue 6,640 6,573 6,448 7,010 6,850 6,740 6,792 7,183 Gross profit 10,888 11,105 10,657 10,590 10,732 11,830 12,449 12,191 Operating expenses: Sales and marketing (1) 3,532 3,446 2,929 3,058 3,069 2,953 3,097 3,041 Research and development (1) 3,926 4,152 3,852 3,848 3,910 4,054 3,737 3,218 Refundable Canadian tax credits (121 ) (122 ) (115 ) (112 ) (109 ) (116 ) (115 ) (173 ) General and administrative (1) 5,119 4,714 4,494 3,874 4,123 4,547 4,670 4,946 Depreciation and amortization 1,014 1,063 1,130 1,327 1,472 1,476 1,322 1,021 Acquisition-related expenses 545 360 176 1,374 2,428 1,380 1,047 728 Total operating expenses 14,015 13,613 12,466 13,369 14,893 14,294 13,758 12,781 Income (loss) from operations (3,127 ) (2,508 ) (1,809 ) (2,779 ) (4,161 ) (2,464 ) (1,309 ) (590 ) Other expense: Interest expense, net (347 ) (576 ) (462 ) (473 ) (561 ) (662 ) (709 ) (849 ) Other expense, net (512 ) (12 ) 137 (157 ) (748 ) (293 ) (64 ) 427 Total other expense (859 ) (588 ) (325 ) (630 ) (1,309 ) (955 ) (773 ) (422 ) Loss before provision for income taxes (3,986 ) (3,096 ) (2,134 ) (3,409 ) (5,470 ) (3,419 ) (2,082 ) (1,012 ) Provision for income taxes 243 (238 ) (190 ) (854 ) (103 ) (158 ) (308 ) (961 ) Net income (loss) $ (3,743 ) $ (3,334 ) $ (2,324 ) $ (4,263 ) $ (5,573 ) $ (3,577 ) $ (2,390 ) $ (1,973 ) Net loss per common share: Loss from continuing operations per common share, basic and diluted $ (0.25 ) $ (0.22 ) $ (0.16 ) $ (0.28 ) $ (0.36 ) $ (0.22 ) $ (0.14 ) $ (0.12 ) (1) includes stock-based compensation (2) Includes depreciation and amortization |
Summary of Significant Accoun39
Summary of Significant Accounting Policies (Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at beginning of year | $ 581 | $ 890 | $ 454 |
Provision | 863 | 412 | 829 |
Acquisitions | 0 | 0 | 400 |
Divestitures | (230) | 0 | 0 |
Writeoffs, net of recoveries | (556) | (721) | (793) |
Balance at end of year | $ 658 | $ 581 | $ 890 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||
Dec. 31, 2016USD ($)segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||
Number of reportable segments for goodwill purposes | segment | 1 | ||
Property, Plant and Equipment [Abstract] | |||
Impairment of goodwill | $ 0 | $ 0 | $ 0 |
Impairment of long-lived assets | 0 | 0 | 0 |
Write off of deferred financing costs | $ 100,000 | 200,000 | 400,000 |
Revenue Recognition [Abstract] | |||
Maintenance agreements revenue recognition period (in years) | 1 year | ||
Advertising expenses | $ 59,000 | 347,000 | 283,000 |
Tax liability accrued in anticipation of future dividends from foreign subsidiaries | 0 | ||
Foreign currency transaction losses | $ 271,000 | 515,000 | 2,000 |
Minimum [Member] | |||
Revenue Recognition [Abstract] | |||
Subscription and support revenue recognition period (in years) | 1 year | ||
Hosting services arrangement period (in years) | 1 year | ||
Maximum [Member] | |||
Revenue Recognition [Abstract] | |||
Subscription and support revenue recognition period (in years) | 3 years | ||
Hosting services arrangement period (in years) | 3 years | ||
Trade Names [Member] | |||
Property, Plant and Equipment [Abstract] | |||
Impairment of intangible asset | $ 0 | $ 0 | $ 0 |
Computer Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Abstract] | |||
Estimated useful life (in years) | 3 years | ||
Computer Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Abstract] | |||
Estimated useful life (in years) | 5 years | ||
Purchased Software and Licenses [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Abstract] | |||
Estimated useful life (in years) | 3 years | ||
Purchased Software and Licenses [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Abstract] | |||
Estimated useful life (in years) | 5 years | ||
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Abstract] | |||
Estimated useful life (in years) | 7 years |
Summary of Significant Accoun41
Summary of Significant Accounting Policies (Fair Value Assumptions) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Weighted average grant-date fair value of options (in dollars per share) | $ 3.23 | $ 3.01 | $ 3.76 |
Expected volatility (percent) | 42.50% | ||
Risk-free interest rate (percent) | 1.20% | ||
Expected life in years (in years) | 5 years 11 months 5 days | 5 years 11 months 5 days | 6 years 3 months 15 days |
Dividend yield (percent) | $ 0 | $ 0 | $ 0 |
Minimum [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Expected volatility (percent) | 42.50% | 54.10% | |
Risk-free interest rate (percent) | 1.70% | 1.60% | |
Maximum [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Expected volatility (percent) | 44.00% | 55.20% | |
Risk-free interest rate (percent) | 1.90% | 1.90% |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | Apr. 27, 2016 | Mar. 14, 2016 | Jan. 07, 2016 | Nov. 13, 2015 | Dec. 10, 2014 | Nov. 21, 2014 | Nov. 30, 2016 | Mar. 31, 2016 | Nov. 30, 2015 | Dec. 31, 2014 | Nov. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 25, 2016 |
Business Acquisition [Line Items] | |||||||||||||||
Payments to acquire businesses, net of cash acquired | $ 12,151,000 | $ 7,664,000 | $ 6,217,000 | ||||||||||||
Revenues | 74,767,000 | 69,911,000 | 64,574,000 | ||||||||||||
Loss on disposal of business | 746,000 | $ 0 | 0 | ||||||||||||
Solution Q [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Percentage of voting interests acquired (as a percent) | 100.00% | ||||||||||||||
Total purchase consideration | $ 6,100,000 | ||||||||||||||
Cash payment portion of purchase price | 4,500,000 | ||||||||||||||
Cash acquired | $ 400,000 | ||||||||||||||
Revenue since date of acquisition | 300,000 | ||||||||||||||
Solution Q [Member] | Common Stock [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Numbers of share issued in acquisition (in shares) | 150,977 | 150,977 | |||||||||||||
Value of shares issued in acquisition | $ 1,600,000 | $ 1,600,000 | |||||||||||||
Mobile Commons [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Percentage of voting interests acquired (as a percent) | 100.00% | ||||||||||||||
Total purchase consideration | $ 10,200,000 | ||||||||||||||
Cash payment portion of purchase price | 5,700,000 | ||||||||||||||
Cash acquired | 300,000 | ||||||||||||||
Revenue since date of acquisition | 500,000 | ||||||||||||||
Contingent consideration | 1,500,000 | ||||||||||||||
Decrease in contingent consideration liability | $ 500,000 | ||||||||||||||
Mobile Commons [Member] | Common Stock [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Numbers of share issued in acquisition (in shares) | 386,253 | 386,253 | |||||||||||||
Value of shares issued in acquisition | $ 4,500,000 | $ 4,500,000 | $ 4,500,000 | ||||||||||||
Ultriva, Inc. [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Percentage of voting interests acquired (as a percent) | 100.00% | ||||||||||||||
Total purchase consideration | $ 7,200,000 | ||||||||||||||
Cash payment portion of purchase price | 5,600,000 | ||||||||||||||
Cash acquired | 400,000 | ||||||||||||||
Contingent consideration | $ 200,000 | ||||||||||||||
Ultriva, Inc. [Member] | Common Stock [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Numbers of share issued in acquisition (in shares) | 179,298 | 24,587 | 179,298 | ||||||||||||
Value of shares issued in acquisition | $ 1,400,000 | $ 200,000 | $ 1,388,000 | ||||||||||||
California-based Website Analytic Provider [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash acquired | $ 400,000 | ||||||||||||||
Value of shares issued in acquisition | $ 2,400,000 | ||||||||||||||
Payments to acquire businesses, net of cash acquired | 8,000,000 | ||||||||||||||
Cash holdback | $ 1,200,000 | ||||||||||||||
Cash holdback, payment period (in months) | 12 months | ||||||||||||||
Additional consideration | $ 3,100,000 | ||||||||||||||
Revenues | 3,300,000 | ||||||||||||||
Goodwill expected to be tax deductible | 4,900,000 | ||||||||||||||
Hipcricket, Inc. [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Numbers of share issued in acquisition (in shares) | 1,000,000 | ||||||||||||||
Revenues | 3,400,000 | ||||||||||||||
Value of shares issued | $ 5,700,000 | ||||||||||||||
Goodwill expected to be tax deductible | 8,200,000 | ||||||||||||||
Hipcricket, Inc. [Member] | Common Stock [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Numbers of share issued in acquisition (in shares) | 1,000,000 | ||||||||||||||
Value of shares issued in acquisition | $ 5,700,000 | ||||||||||||||
Advanced Processing & Imaging, Inc. [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash acquired | $ 100,000 | ||||||||||||||
Payments to acquire businesses, net of cash acquired | 4,100,000 | ||||||||||||||
Cash holdback | $ 800,000 | ||||||||||||||
Cash holdback, payment period (in months) | 12 months | ||||||||||||||
Revenues | 1,600,000 | ||||||||||||||
Goodwill expected to be tax deductible | $ 0 | ||||||||||||||
EPM Live Product Business [Member] | Discontinued Operations, Disposed of by Means Other than Sale, Exchange [Member] | Hipcricket, Inc. [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Fair value of business transferred | 5,900,000 | ||||||||||||||
Loss on disposal of business | $ 700,000 |
Acquisitions (Assets Acquired a
Acquisitions (Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Apr. 27, 2016 | Mar. 14, 2016 | Jan. 07, 2016 | Dec. 31, 2015 | Nov. 13, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 69,097 | $ 47,422 | $ 45,146 | $ 33,630 | ||||
Advanced Processing & Imaging, Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 125 | |||||||
Accounts receivable | 821 | |||||||
Other current assets | 54 | |||||||
Canadian tax credit receivable | 0 | |||||||
Property and equipment | 68 | |||||||
Goodwill | 3,420 | |||||||
Other assets | 89 | |||||||
Total assets acquired | 6,847 | |||||||
Accounts payable | (11) | |||||||
Accrued expense and other | (137) | |||||||
Deferred tax liabilities | 0 | |||||||
Deferred revenue | (1,699) | |||||||
Canadian tax credit liability to seller | 0 | |||||||
Total liabilities assumed | (1,847) | |||||||
Total consideration | 5,000 | |||||||
Advanced Processing & Imaging, Inc. [Member] | Customer Relationships [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 1,420 | |||||||
Advanced Processing & Imaging, Inc. [Member] | Trade Names [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 40 | |||||||
Advanced Processing & Imaging, Inc. [Member] | Technology [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 810 | |||||||
California-based Website Analytic Provider [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 365 | |||||||
Accounts receivable | 199 | |||||||
Other current assets | 55 | |||||||
Canadian tax credit receivable | 0 | |||||||
Property and equipment | 5 | |||||||
Goodwill | 13,104 | |||||||
Other assets | 6 | |||||||
Total assets acquired | 16,184 | |||||||
Accounts payable | 0 | |||||||
Accrued expense and other | (254) | |||||||
Deferred tax liabilities | 0 | |||||||
Deferred revenue | (910) | |||||||
Canadian tax credit liability to seller | 0 | |||||||
Total liabilities assumed | (1,164) | |||||||
Total consideration | 15,020 | |||||||
California-based Website Analytic Provider [Member] | Customer Relationships [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 970 | |||||||
California-based Website Analytic Provider [Member] | Trade Names [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 70 | |||||||
California-based Website Analytic Provider [Member] | Technology [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 1,410 | |||||||
Hipcricket, Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 0 | |||||||
Accounts receivable | 1,226 | |||||||
Other current assets | 273 | |||||||
Canadian tax credit receivable | 0 | |||||||
Property and equipment | 0 | |||||||
Goodwill | 8,531 | |||||||
Other assets | 0 | |||||||
Total assets acquired | 12,000 | |||||||
Accounts payable | (44) | |||||||
Accrued expense and other | 0 | |||||||
Deferred tax liabilities | 0 | |||||||
Deferred revenue | (356) | |||||||
Canadian tax credit liability to seller | 0 | |||||||
Total liabilities assumed | (400) | |||||||
Total consideration | 11,600 | |||||||
Hipcricket, Inc. [Member] | Customer Relationships [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 1,000 | |||||||
Hipcricket, Inc. [Member] | Trade Names [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 70 | |||||||
Hipcricket, Inc. [Member] | Technology [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 900 | |||||||
Ultriva, Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 372 | |||||||
Accounts receivable | 689 | |||||||
Other current assets | 52 | |||||||
Canadian tax credit receivable | 0 | |||||||
Property and equipment | 16 | |||||||
Goodwill | 4,739 | |||||||
Other assets | 32 | |||||||
Total assets acquired | 8,820 | |||||||
Accounts payable | (196) | |||||||
Accrued expense and other | (284) | |||||||
Deferred tax liabilities | 0 | |||||||
Deferred revenue | (760) | |||||||
Canadian tax credit liability to seller | 0 | |||||||
Total liabilities assumed | (1,240) | |||||||
Total consideration | 7,580 | |||||||
Ultriva, Inc. [Member] | Customer Relationships [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 1,820 | |||||||
Ultriva, Inc. [Member] | Trade Names [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 140 | |||||||
Ultriva, Inc. [Member] | Technology [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 960 |
Fair Value Measurements (Assets
Fair Value Measurements (Assets and Liabilities at Fair Value, Recurring Basis) (Details) - Recurring Measurement [Member] - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Liabilities: | ||
Earnout consideration liability | $ 2,500 | $ 500 |
Level 1 [Member] | ||
Liabilities: | ||
Earnout consideration liability | 0 | 0 |
Level 2 [Member] | ||
Liabilities: | ||
Earnout consideration liability | 0 | 0 |
Level 3 [Member] | ||
Liabilities: | ||
Earnout consideration liability | $ 2,500 | $ 500 |
Fair Value Measurements (Fixed
Fair Value Measurements (Fixed Maturity Securities) (Details) - Recurring Measurement [Member] - Level 3 [Member] - Earnout Consideration [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 500 | ||
Additions - stock earnouts | 2,400 | ||
Additions - cash earnouts | 2,500 | ||
Settlements - stock earnouts | (2,400) | ||
Settlements - cash earnouts | (500) | ||
Ending balance | $ 500 | $ 2,500 | $ 500 |
Fair Value Measurements (Debt)
Fair Value Measurements (Debt) (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | $ 49.4 | $ 24.9 |
Goodwill and Other Intangible47
Goodwill and Other Intangible Assets (Schedule of Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Roll Forward] | |||
Beginning Balance, Goodwill | $ 47,422 | $ 45,146 | $ 33,630 |
Acquired in business combinations | 25,037 | 4,700 | 12,313 |
Divestiture of business | (3,775) | ||
Adjustments | (57) | (120) | 0 |
Foreign currency translation adjustment | (356) | (2,304) | (797) |
Ending Balance, Goodwill | $ 69,097 | $ 47,422 | $ 45,146 |
Goodwill and Other Intangible48
Goodwill and Other Intangible Assets (Intangible Assets, Net) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 50,567 | $ 48,565 |
Accumulated Amortization | 22,055 | 17,039 |
Net Carrying Amount | 28,512 | 31,526 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 32,703 | 31,848 |
Accumulated Amortization | 12,418 | 9,054 |
Net Carrying Amount | $ 20,285 | $ 22,794 |
Customer Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 1 year | 1 year |
Customer Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 10 years | 10 years |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,636 | $ 2,909 |
Accumulated Amortization | 2,462 | 2,476 |
Net Carrying Amount | $ 174 | $ 433 |
Trade Names [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 1 year 6 months | 1 year |
Trade Names [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 | $ 15,228 | $ 13,808 |
Accumulated Amortization | 7,175 | 5,509 |
Net Carrying Amount | $ 8,053 | $ 8,299 |
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 Intangible49
Goodwill and Other Intangible Assets (Weighted-Average Amortization Period) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period (in years) | 8 years | 8 years 1 month 6 days | |
Amortization expense | $ 7.2 | $ 6.1 | $ 5.2 |
Customer Relationships [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period (in years) | 9 years 110 days | 9 years 3 months 18 days | |
Trade Names [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period (in years) | 2 years 292 days | 2 years 10 months 24 days | |
Developed Technology [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period (in years) | 6 years 110 days | 6 years 4 months 24 days |
Goodwill and Other Intangible50
Goodwill and Other Intangible Assets (Estimated Annual Amortization Expense) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2,017 | $ 6,006 | |
2,018 | 5,663 | |
2,019 | 4,857 | |
2,020 | 3,891 | |
2,021 | 3,496 | |
2022 and thereafter | 4,599 | |
Net Carrying Amount | $ 28,512 | $ 31,526 |
Income Taxes (Loss from Continu
Income Taxes (Loss from Continuing Operations, Domestic and Foreign) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (14,242) | $ (13,254) | $ (18,455) |
Foreign | 2,259 | 629 | (1,740) |
Income (loss) before provision for income taxes | $ (11,983) | $ (12,625) | $ (20,195) |
Income Taxes (Components of the
Income Taxes (Components of the Provision(Benefit) for Income Taxes) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current | |||||||||||
Federal | $ 0 | $ 0 | $ 0 | ||||||||
State | 37 | (100) | 54 | ||||||||
Foreign | 964 | 932 | 163 | ||||||||
Total Current | 1,001 | 832 | 217 | ||||||||
Deferred | |||||||||||
Federal | 727 | 293 | 300 | ||||||||
State | 131 | 31 | 10 | ||||||||
Foreign | (329) | (117) | (605) | ||||||||
Total Deferred | 529 | 207 | (295) | ||||||||
Provision (benefit) for income taxes | $ 961 | $ 308 | $ 158 | $ 103 | $ 854 | $ 190 | $ 238 | $ (243) | $ 1,530 | $ 1,039 | $ (78) |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | |||
Accrued expenses and allowances | $ 993 | $ 793 | $ 733 |
Deferred revenue | 573 | 671 | 549 |
Stock compensation | 1,054 | 582 | 350 |
Net operating loss and tax credit carryforwards | 24,895 | 20,871 | 16,755 |
Capital expenses | 307 | 0 | 0 |
Other | 176 | 196 | 123 |
Valuation allowance for noncurrent deferred tax assets | (24,588) | (18,507) | (13,107) |
Net deferred tax assets | 3,410 | 4,606 | 5,403 |
Deferred tax liabilities: | |||
Capital expenses | (2) | (202) | |
Prepaid expenses | (31) | (1) | (1) |
Intangible assets | (5,718) | (6,481) | (7,217) |
Goodwill | (1,029) | (561) | (252) |
Tax credit carryforwards | (38) | (379) | (737) |
Net deferred tax liabilities | (6,816) | (7,424) | (8,409) |
Net deferred taxes | $ (3,406) | $ (2,818) | $ (3,006) |
Income Taxes (Reconciliation of
Income Taxes (Reconciliation of Income Tax Rate) (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate (percent) | 34.00% | 34.00% | 34.00% |
State taxes, net of federal benefit (percent) | 1.20% | 3.50% | 3.50% |
Tax credits (percent) | (0.10%) | (0.20%) | (1.10%) |
Effect of foreign operations (percent) | 1.10% | (2.20%) | 0.10% |
Stock compensation (percent) | (1.70%) | (2.90%) | 0.00% |
Permanent items and other (percent) | (1.60%) | (3.30%) | (1.70%) |
Tax carryforwards not benefited (percent) | (45.70%) | (37.10%) | (34.40%) |
Effective tax rate (percent) | (12.80%) | (8.20%) | 0.40% |
Income Taxes (Unrecognized Tax
Income Taxes (Unrecognized Tax Benefits Roll Forward) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning Balance | $ 621 | $ 53 |
Additional based on tax positions related to the current year | 0 | 0 |
Additions for tax positions of prior years | 84 | 568 |
Reductions for tax positions of prior years | 0 | 0 |
Settlements | 0 | 0 |
Ending Balance | $ 705 | $ 621 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | |||
Federal statutory rate (percent) | 34.00% | 34.00% | 34.00% |
Unrecognized tax benefits that would impact effective tax rate | $ 399,000 | ||
Accrued interest or penalties related to uncertain tax positions | 0 | ||
Operations and Acquisitions [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance increase | 6,100,000 | $ 5,400,000 | |
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 83,000,000 | ||
Operating loss carryforwards, expiration amount | 16,200,000 | ||
Credit carryforwards, expiration before utilization | 800,000 | ||
Domestic Tax Authority [Member] | Research Tax Credit Carryforward [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Research & development credit carryforwards | $ 1,300,000 |
Debt (Long-term Debt) (Details)
Debt (Long-term Debt) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Long-term debt | $ 47,929 | $ 23,866 |
Less current maturities | (2,190) | (1,500) |
Total long-term debt | 45,739 | 22,366 |
Senior Secured Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 47,929 | 23,366 |
Note discount | $ 1,113 | $ 759 |
Imputed interest rate (as a percent) | 6.60% | 6.60% |
Seller Notes Due 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 0 | $ 500 |
Debt (Loan and Security Agreeme
Debt (Loan and Security Agreements) (Details) | May 14, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Nov. 15, 2016USD ($) |
Debt Instrument [Line Items] | |||||
Write off of deferred financing costs | $ 100,000 | $ 200,000 | $ 400,000 | ||
Domestic Line of Credit [Member] | Line of Credit [Member] | Base Rate [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as a percent) | 3.00% | ||||
Domestic Line of Credit [Member] | Line of Credit [Member] | Base Rate [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as a percent) | 4.00% | ||||
Domestic Line of Credit [Member] | Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 1.00% | ||||
Domestic Line of Credit [Member] | Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as a percent) | 4.00% | ||||
Domestic Line of Credit [Member] | Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as a percent) | 5.00% | ||||
Domestic Line of Credit [Member] | Line of Credit [Member] | Federal Funds Effective Swap Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0.50% | ||||
Domestic Line of Credit [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term line of credit | 0 | ||||
Domestic Line of Credit [Member] | Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term line of credit | 43,800,000 | ||||
Foreign Line of Credit [Member] | Line of Credit [Member] | Base Rate [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as a percent) | 3.00% | ||||
Foreign Line of Credit [Member] | Line of Credit [Member] | Base Rate [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as a percent) | 4.00% | ||||
Foreign Line of Credit [Member] | Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as a percent) | 4.00% | ||||
Foreign Line of Credit [Member] | Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as a percent) | 5.00% | ||||
Foreign Line of Credit [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term line of credit | 0 | ||||
Foreign Line of Credit [Member] | Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term line of credit | $ 5,600,000 | ||||
Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest charges (as a percent) | 5.70% | ||||
Financing costs | $ 1,900,000 | ||||
Credit Agreement [Member] | Line of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 90,000,000 | ||||
Additional borrowing capacity upon satisfaction of loan covenants | 20,000,000 | ||||
Maximum stock repurchase capacity | $ 8,300,000 | ||||
Credit Agreement [Member] | Delayed Draw Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 10,000,000 | ||||
Periodic payment of principal (as a percent) | 5.00% | ||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | Line of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 10,000,000 | ||||
Multiplier used to calculate borrowing capacity (as a percent) | 1 | ||||
Credit Agreement [Member] | Domestic Line of Credit [Member] | Line of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 500,000 | ||||
Credit Agreement [Member] | Domestic Line of Credit [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 9,000,000 | ||||
Credit Agreement [Member] | Domestic Line of Credit [Member] | Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 44,400,000 | ||||
Periodic payment of principal (as a percent) | 5.00% | ||||
Credit Agreement [Member] | Foreign Line of Credit [Member] | Line of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 250,000 | ||||
Credit Agreement [Member] | Foreign Line of Credit [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 1,000,000 | ||||
Credit Agreement [Member] | Foreign Line of Credit [Member] | Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 5,600,000 | ||||
Credit Agreement [Member] | Unsecured Debt [Member] | Line of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 16,700,000 | ||||
Loan Facility [Member] | Line of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Increase in interest rate upon default (as a percent) | 2.00% | ||||
Stock repurchases minimum liquidity requirement | $ 20,000,000 | ||||
U.S. Comerica Agreement and the Canadian Comerica Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Write off of deferred financing costs | $ 100,000 |
Debt (Seller Notes) (Details)
Debt (Seller Notes) (Details) - Seller Notes Payable [Member] - FileBound [Member] - USD ($) | May 31, 2016 | May 31, 2015 | May 31, 2013 |
Business Acquisition [Line Items] | |||
Note face amount | $ 3,500,000 | ||
Stated interest rate (as percent) | 5.00% | ||
Notes paid | $ 500,000 | $ 3,000,000 |
Debt (Future Debt Maturities of
Debt (Future Debt Maturities of Long-term Debt) (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,017 | $ 2,519 |
2,018 | 2,519 |
2,019 | 2,519 |
2,020 | 2,519 |
2,021 | 39,294 |
Thereafter | 0 |
Long-term debt | $ 49,370 |
Net Loss Per Share (Computation
Net Loss Per Share (Computation of Loss Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Numerators: | |||||||||||
Loss from continuing operations attributable to common stockholders | $ (13,513) | $ (13,664) | $ (20,117) | ||||||||
Preferred stock dividends and accretion | 0 | 0 | (1,524) | ||||||||
Net loss attributable to common shareholders | $ (13,513) | $ (13,664) | $ (21,641) | ||||||||
Denominator: | |||||||||||
Weighted-average common shares outstanding, basic and diluted (in shares) | 16,472,799 | 14,939,601 | 4,889,901 | ||||||||
Loss from continuing operations per share, basic and diluted (in USD per share) | $ (0.82) | $ (0.91) | $ (4.43) | ||||||||
Loss from discontinued operations per share, basic and diluted (in USD per share) | 0 | 0 | 0 | ||||||||
Net loss per common share, basic and diluted (in USD per share) | $ (0.12) | $ (0.14) | $ (0.22) | $ (0.36) | $ (0.28) | $ (0.16) | $ (0.22) | $ (0.25) | $ (0.82) | $ (0.91) | $ (4.43) |
Net Loss Per Share (Anti-Diluti
Net Loss Per Share (Anti-Dilutive Common Share Equivalents) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti–dilutive common share equivalents (in shares) | 1,599,196 | 1,292,328 | 1,104,155 |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti–dilutive common share equivalents (in shares) | 759,719 | 778,385 | 665,216 |
Restricted Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti–dilutive common share equivalents (in shares) | 839,477 | 513,943 | 438,939 |
Commitments and Contingencies63
Commitments and Contingencies (Future Minimum Payments, Operating and Capital Leases) (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Capital Leases | |
2,017 | $ 1,644 |
2,018 | 1,249 |
2,019 | 628 |
2,020 | 78 |
2,021 | 0 |
Thereafter | 0 |
Total minimum lease payments | 3,599 |
Less amount representing interest | (418) |
Present value of capital lease obligations | 3,181 |
Less current portion of capital lease obligations | (1,644) |
Long-term capital lease obligations | 1,537 |
Operating Leases | |
2,017 | 1,182 |
2,018 | 900 |
2,019 | 916 |
2,020 | 259 |
2,021 | 0 |
Thereafter | 0 |
Total minimum lease payments | 3,257 |
Purchase Commitments | |
2,017 | 2,471 |
2,018 | 0 |
2,019 | 0 |
2,020 | 0 |
2,021 | 0 |
Thereafter | 0 |
Total minimum lease payments | $ 2,471 |
Commitments and Contingencies64
Commitments and Contingencies (Additional Information) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 24, 2017USD ($)operating_leases | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Line of Credit Facility [Line Items] | ||||
Purchase obligation | $ 2,471 | |||
Increase in obligation of third year if a 10% increase in revenue | 250 | |||
Rent expense | $ 2,100 | $ 2,100 | $ 1,900 | |
Capital leases, term of contract (in years) | 4 years | |||
Software Development Services [Member] | Investor [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Purchase obligation | $ 2,500 | |||
Maximum optional renewal period of purchase obligation (in years) | 5 years | |||
Subsequent Event [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Operating leases, subleased | operating_leases | 2 | |||
Sublease income | $ 231 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment, Net [Abstract] | |||
Accumulated depreciation (including for equipment and furniture under capital lease of $2,961 and $2,218 at December 31, 2016 and 2015, respectively) | $ (7,895,000) | $ (6,901,000) | |
Property and equipment, net | 4,356,000 | 6,001,000 | |
Accumulated depreciation on capitalized leased assets | 2,961,000 | 2,218,000 | |
Depreciation and amortization expense | 2,700,000 | 2,300,000 | $ 2,300,000 |
Impairment of long-lived assets | 0 | 0 | 0 |
Losses on disposal of property and equipment | 200,000 | 0 | $ 0 |
Equipment [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and Equipment | 11,317,000 | 11,599,000 | |
Capitalized leased assets | 6,087,000 | 6,199,000 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and Equipment | 205,000 | 484,000 | |
Capitalized leased assets | 0 | 143,000 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and Equipment | $ 729,000 | $ 819,000 |
Stockholders' Equity (Common St
Stockholders' Equity (Common Stock) (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 14, 2016 | Nov. 13, 2015 | Dec. 10, 2014 | Nov. 21, 2014 | Nov. 30, 2016 | Jul. 31, 2016 | Mar. 31, 2016 | Nov. 30, 2015 | Dec. 31, 2014 | Nov. 30, 2014 | Sep. 30, 2014 | Jan. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | |||||||||||||||
Shares authorized, common stock (in shares) | 50,000,000 | 50,000,000 | |||||||||||||
Shares authorized, preferred stock (in shares) | 5,000,000 | ||||||||||||||
Par value, common stock (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||||
Par value, preferred stock (in dollars per share) | $ 0.0001 | ||||||||||||||
Shares reserved for issuance upon completion of certain documentation (in shares) | 839,477 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of common stock in initial public offering (in shares) | 0 | 3,846,154 | |||||||||||||
Proceeds from IPO issuance | $ 42,900 | ||||||||||||||
Issuance costs | $ 4,100 | ||||||||||||||
Issuance of common stock upon conversion of preferred stock (in shares) | 6,834,476 | 6,834,476 | |||||||||||||
Issuance of common stock, acquisitions (in shares) | 1,344,463 | 233,679 | 577,486 | ||||||||||||
Restricted Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Awards granted in period (in shares) | 41,664 | 294,010 | 778,097 | 242,500 | 401,244 | ||||||||||
Grant date fair value of awards granted (in dollars per share) | $ 12 | $ 8.73 | |||||||||||||
Share-based Compensation Award, Tranche One [Member] | Restricted Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Awards granted in period (in shares) | 40,990 | ||||||||||||||
Vesting period of stock options (in years) | 3 years | ||||||||||||||
Share-based Compensation Award, Tranche Two [Member] | Restricted Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Awards granted in period (in shares) | 253,020 | ||||||||||||||
Vesting period of stock options (in years) | 4 years | ||||||||||||||
Hipcricket, Inc. [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Numbers of share issued in acquisition (in shares) | 1,000,000 | ||||||||||||||
Common Stock [Member] | ComSci [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Numbers of share issued in acquisition (in shares) | 1,803,574 | ||||||||||||||
Common Stock [Member] | Solution Q [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Numbers of share issued in acquisition (in shares) | 150,977 | 150,977 | |||||||||||||
Vesting period of stock options (in years) | 2 years | ||||||||||||||
Value of shares issued in acquisition | $ 1,600 | $ 1,600 | |||||||||||||
Common Stock [Member] | Mobile Commons [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Numbers of share issued in acquisition (in shares) | 386,253 | 386,253 | |||||||||||||
Issuance of common stock, acquisitions (in shares) | 316,747 | ||||||||||||||
Issuance of common stock to be held in escrow, acquisitions (in shares) | 44,192 | ||||||||||||||
Escrow holding period (in months) | 18 months | ||||||||||||||
Shares reserved for issuance upon completion of certain documentation (in shares) | 25,314 | 25,314 | |||||||||||||
Value of shares issued in acquisition | $ 4,500 | $ 4,500 | $ 4,500 | ||||||||||||
Common Stock [Member] | Ultriva, Inc. [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Numbers of share issued in acquisition (in shares) | 179,298 | 24,587 | 179,298 | ||||||||||||
Value of shares issued in acquisition | $ 1,400 | $ 200 | $ 1,388 | ||||||||||||
Common Stock [Member] | Hipcricket, Inc. [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Numbers of share issued in acquisition (in shares) | 1,000,000 | ||||||||||||||
Value of shares issued in acquisition | $ 5,700 | ||||||||||||||
Common Stock [Member] | LeadLander [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Numbers of share issued in acquisition (in shares) | 318,302 | ||||||||||||||
Value of shares issued in acquisition | $ 2,400 | ||||||||||||||
IPO [Member] | Common Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of common stock in initial public offering (in shares) | 3,846,154 | ||||||||||||||
Shares issued, price per share (in dollars per share) | $ 12 | ||||||||||||||
Employee [Member] | Common Stock [Member] | Solution Q [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Numbers of share issued in acquisition (in shares) | 65,570 | ||||||||||||||
Value of shares issued in acquisition | $ 700 | ||||||||||||||
Employee [Member] | Common Stock [Member] | Ultriva, Inc. [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Numbers of share issued in acquisition (in shares) | 45,767 | ||||||||||||||
Value of shares issued in acquisition | $ 400 | ||||||||||||||
Research and Development Expense [Member] | Investor [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of common stock in business combination | $ 11,200 |
Stockholders' Equity (Stock Com
Stockholders' Equity (Stock Compensation Plans) (Details) | 12 Months Ended | |||
Dec. 31, 2016stock_based_compensation_plansshares | Dec. 31, 2015shares | Dec. 31, 2014shares | Dec. 31, 2013shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of stock-based compensation plans | stock_based_compensation_plans | 2 | |||
Number of shares available for grant, annual increase (as a percent) | 4.00% | |||
Restricted stock units outstanding (in shares) | 839,477 | |||
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 759,719 | 778,388 | 665,210 | 357,991 |
Upland Software, Inc. 2010 Stock Plan [Member] | Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 294,502 | |||
Upland Software, Inc. 2014 Stock Plan [Member] | Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 465,217 | |||
Common stock shares reserved for issuance under the plan (in shares) | 163,928 |
Stockholders' Equity (Stock Opt
Stockholders' Equity (Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Weighted-Average Fair Value per Share | ||||
Weighted-Average Fair Value per Share, Options granted (in dollars per share) | $ 3.23 | $ 3.01 | $ 3.76 | |
Weighted-Average Fair Value per Share, Options, expired (in dollars per share) | $ 4.90 | |||
Share-based compensation expense | $ 4,333 | $ 2,741 | $ 1,077 | |
Stock Options [Member] | ||||
Number of Options Outstanding | ||||
Number of Options Outstanding at beginning of period (in shares) | 778,388 | 665,210 | 357,991 | |
Number of Options Outstanding, options granted (in shares) | 137,586 | 420,616 | 386,797 | |
Number of Options Outstanding, options exercised (in shares) | (43,101) | (106,338) | (435) | |
Number of Options Outstanding, options forfeited (in shares) | (75,251) | (201,100) | (79,143) | |
Number of Options Outstanding, options expired (in shares) | (37,903) | |||
Number of Options Outstanding at end of period (in shares) | 759,719 | 778,388 | 665,210 | 357,991 |
Number of Options Outstanding, Options vested and expected to vest (in shares) | 747,736 | 769,142 | 149,907 | |
Number of Options Outstanding, Options vested and exercisable (in shares) | 482,731 | 244,631 | 149,907 | |
Weighted-Average Exercise Price | ||||
Weighted-Average Exercise Price, beginning of period (in dollars per share) | $ 5.75 | $ 4.39 | $ 1.40 | |
Weighted-Average Exercise Price, options granted (in dollars per share) | 7.74 | 6.93 | 7.03 | |
Weighted-Average Exercise Price, options exercised (in dollars per share) | 4.93 | 2.17 | 1.77 | |
Weighted-Average Exercise Price, options forfeited (in dollars per share) | 7.01 | 5.62 | 3.87 | |
Weighted-Average Exercise Price, options expired (in dollars per share) | 4.94 | |||
Weighted-Average Exercise Price, end of period (in dollars per share) | 6.06 | 5.75 | 4.39 | $ 1.40 |
Weighted-Average Exercise Price, Options vested and expected to vest (in dollars per share) | 6.04 | 5.72 | 1.58 | |
Weighted-Average Exercise Price, Options vested and exercisable (in dollars per share) | $ 5.41 | $ 3.78 | $ 1.58 | |
Weighted-Average Remaining Contractual Life (in years) | 7 years 8 months 23 days | 8 years 4 months 21 days | 8 years 9 months 11 days | 9 years 1 month 28 days |
Weighted-Average Remaining Contractual Life, Options vested and expected to vest (in years) | 7 years 8 months 13 days | 8 years 4 months 13 days | 7 years 9 months 22 days | |
Weighted-Average Remaining Contractual Life, Options vested and exercisable (in years) | 7 years 3 months 1 day | 6 years 10 months 28 days | 7 years 9 months 22 days | |
Weighted-Average Fair Value per Share | ||||
Weighted-Average Fair Value per Share, beginning (in dollars per share) | $ 5.75 | $ 2.37 | $ 0.79 | |
Weighted-Average Fair Value per Share, Options granted (in dollars per share) | 3.23 | 6.93 | 3.76 | |
Weighted-Average Fair Value per Share, Options exercised (in dollars per share) | 2.54 | 2.24 | 0.93 | |
Weighted-Average Fair Value per Share, Options forfeited (in dollars per share) | 3.69 | 4.99 | 2.09 | |
Weighted-Average Fair Value per Share, ending (in dollars per share) | $ 2.84 | $ 5.75 | $ 2.37 | $ 0.79 |
Aggregate intrinsic value of options vested | $ 800 | $ 600 | ||
Aggregate intrinsic value of options outstanding | 2,200 | 1,300 | ||
Aggregate intrinsic value of options exercised | 100 | 600 | ||
Aggregate intrinsic value of option vested and expected to vest | 2,200 | 1,300 | ||
Total fair value of employee options vested during the period | $ 1,000 | $ 800 | ||
Weighted-average grant date fair value of unvested shares (in dollars per share) | $ 3.45 | $ 3.53 | ||
Unrecognized compensation costs | $ 800 | |||
Unrecognized compensation costs, period of recognition (in years) | 1 year 4 months 21 days | |||
Proceeds from exercise of stock options | $ 212 | |||
Excess tax benefit recognized | 402 | |||
Tax benefit to be recognized | $ 148 |
Stockholders' Equity (Restricte
Stockholders' Equity (Restricted Stock Awards) (Details) - Restricted Stock [Member] - $ / shares | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Restricted Shares Outstanding | |||||
Unvested balances, beginning (shares) | 513,943 | 438,939 | 240,279 | ||
Awards granted (in shares) | 41,664 | 294,010 | 778,097 | 242,500 | 401,244 |
Awards vested (shares) | (385,895) | (144,268) | (202,584) | ||
Awards forfeited (shares) | (66,668) | (23,228) | |||
Unvested balances, ending (shares) | 839,477 | 513,943 | 438,939 | ||
Weighted average grant date fair value (in dollars per share) | $ 7.72 |
Stockholders' Equity (Shared Ba
Stockholders' Equity (Shared Based Compensation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | $ 4,333 | $ 2,741 | $ 1,077 |
Cost of Subscription and Support Revenue [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | 43 | 47 | 30 |
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) | 19 |
Sales and Marketing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | 105 | 65 | 39 |
Research and Development [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | 204 | 203 | 61 |
General and Administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | $ 3,980 | $ 2,431 | $ 928 |
Redeemable Convertible Prefer71
Redeemable Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Nov. 30, 2014USD ($)shares | Nov. 30, 2013USD ($)shares | May 31, 2013USD ($)shares | Nov. 30, 2012USD ($)shares | Jan. 31, 2012USD ($)shares | Dec. 31, 2016$ / shares | Dec. 31, 2014shares | Dec. 31, 2013USD ($)shares | Dec. 31, 2011USD ($)shares | |
Series C Redeemable Convertible Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Convertible promissory bridge notes and accrued interest payable | $ 4,900 | ||||||||
Preferred Stock [Member] | Series B Redeemable Convertible Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Shares issued (in shares) | shares | 1,701,909 | ||||||||
Proceeds from issuance of stock | $ 10,400 | ||||||||
Issuance costs | $ 22 | ||||||||
Preferred stock dividend rate, (in dollars per share) | $ / shares | $ 0.49 | ||||||||
Preferred Stock [Member] | Series B-1 Redeemable Convertible Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Preferred stock dividend rate, (in dollars per share) | $ / shares | $ 0.49 | ||||||||
Preferred Stock [Member] | Series C Redeemable Convertible Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Shares issued (in shares) | shares | 1,918,048 | ||||||||
Proceeds from issuance of stock | $ 19,700 | ||||||||
Issuance costs | $ 82 | ||||||||
Preferred stock dividend rate (as a percent) | 8.00% | ||||||||
Preferred Stock [Member] | Series B-2 Redeemable Convertible Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Preferred stock dividend rate, (in dollars per share) | $ / shares | $ 0.49 | ||||||||
Preferred Stock [Member] | Redeemable Convertible Preferred Stock, Series A Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Shares issued (in shares) | shares | 169,054 | 2,652,110 | |||||||
Proceeds from issuance of stock | $ 1,000 | $ 16,000 | |||||||
Issuance costs | $ 24 | $ 199 | |||||||
Preferred stock dividend rate, (in dollars per share) | $ / shares | $ 0.49 | ||||||||
EPM Live [Member] | Preferred Stock [Member] | Series B-1 Redeemable Convertible Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Numbers of share issued in acquisition (in shares) | shares | 131,168 | ||||||||
Value of shares issued in acquisition | $ 800 | ||||||||
Preferred stock vesting period (in months) | 24 months | ||||||||
FileBound [Member] | Preferred Stock [Member] | Series B-1 Redeemable Convertible Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Numbers of share issued in acquisition (in shares) | shares | 106,572 | ||||||||
Value of shares issued in acquisition | $ 624 | ||||||||
ComSci [Member] | Preferred Stock [Member] | Series B-2 Redeemable Convertible Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Numbers of share issued in acquisition (in shares) | shares | 155,598 | ||||||||
Value of shares issued in acquisition | $ 949 | ||||||||
Common Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Issuance costs | $ 4,100 | ||||||||
Issuance of common stock upon conversion of preferred stock (in shares) | shares | 6,834,476 | 6,834,476 | |||||||
Conversion ratio for shares of preferred stock | 1 |
Preferred Stock Warrants (Detai
Preferred Stock Warrants (Details) | Dec. 31, 2013$ / sharesshares |
Class of Warrant or Right [Line Items] | |
Exercise price of warrants (in dollars per share) | $ / shares | $ 6.10 |
Series A Preferred Stock [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding (in shares) | 19,675 |
Series B Redeemable Convertible Preferred Stock [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding (in shares) | 56,839 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) | 12 Months Ended | ||
Dec. 31, 2016USD ($)retirement_plan | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Compensation and Retirement Disclosure [Abstract] | |||
Number of voluntary defined contribution plans | retirement_plan | 2 | ||
Contributions to the 401(k) plans | $ | $ 0 | $ 0 | $ 0 |
Domestic and Foreign Operatio74
Domestic and Foreign Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 74,767 | $ 69,911 | $ 64,574 |
Long-lived assets | 4,356 | 6,001 | 3,930 |
U.S. [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | 4,054 | 5,501 | 3,330 |
Canada [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 4,090 | 4,280 | 3,713 |
Long-lived assets | 284 | 469 | 600 |
Other International [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 8,143 | 8,853 | 10,200 |
Long-lived assets | $ 18 | $ 31 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||||
Shares issued to related party (in shares) | 17,785,288 | 15,746,288 | ||
Purchase obligation | $ 2,471,000 | |||
Increase in obligation of third year if a 10% increase in revenue | 250,000 | |||
Research and Development Expense [Member] | Investor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Issuance of common stock in business combination | $ 11,200,000 | |||
Software Development Services [Member] | Investor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amount of related party transaction | 2,300,000 | $ 2,100,000 | $ 2,100,000 | |
Shares issued to related party (in shares) | 1,803,574 | |||
Purchase obligation | $ 2,500,000 | |||
Maximum optional renewal period of purchase obligation (in years) | 5 years | |||
Accounts payable | $ 600,000 | $ 700,000 | ||
Software Development Services [Member] | Research and Development Expense [Member] | Investor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Issuance of common stock in business combination | $ 11,200,000 | |||
Services [Member] | Investor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amount of related party transaction | 1,800,000 | |||
Purchase obligation | 0 | |||
Transition Services [Member] | Affiliate of ESW Capital, LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue | 706,000 | |||
Fees owed to affiliate of ESW Capital, LLC | 112,000 | |||
Management, HR/Payroll and Administrative Services [Member] | Former Subsidiary [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue | 360,000 | |||
Pro Forma [Member] | ||||
Related Party Transaction [Line Items] | ||||
Purchase obligation in third year if revenue increases 10% | $ 2,800,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Mar. 28, 2017 | Jan. 10, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | |||||
Purchase business combinations, net of cash acquired | $ 12,151 | $ 7,664 | $ 6,217 | ||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Renew option term (in years) | 1 year | ||||
Subsequent Event [Member] | Omtool, Ltd [Member] | |||||
Subsequent Event [Line Items] | |||||
Percentage owned of Omtool, Ltd (as a percent) | 100.00% | ||||
Purchase business combinations, net of cash acquired | $ 19,200 | ||||
Cash acquired | $ 3,000 |
Quarterly Results (Unaudited)77
Quarterly Results (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | |||||||||||
Subscription and support | $ 17,062 | $ 17,029 | $ 16,220 | $ 15,241 | $ 14,719 | $ 14,129 | $ 14,023 | $ 14,322 | $ 65,552 | $ 57,193 | $ 48,625 |
Perpetual license | 542 | 332 | 458 | 318 | 608 | 540 | 846 | 811 | 1,650 | 2,805 | 2,787 |
Total product revenue | 17,604 | 17,361 | 16,678 | 15,559 | 15,327 | 14,669 | 14,869 | 15,133 | 67,202 | 59,998 | 51,412 |
Professional services | 1,770 | 1,880 | 1,892 | 2,023 | 2,273 | 2,436 | 2,809 | 2,395 | 7,565 | 9,913 | 13,162 |
Total revenue | 19,374 | 19,241 | 18,570 | 17,582 | 17,600 | 17,105 | 17,678 | 17,528 | 74,767 | 69,911 | 64,574 |
Cost of revenue: | |||||||||||
Subscription and support | 6,127 | 5,747 | 5,634 | 5,226 | 5,242 | 4,771 | 4,841 | 4,732 | 22,734 | 19,586 | 14,042 |
Professional services | 1,056 | 1,045 | 1,106 | 1,624 | 1,768 | 1,677 | 1,732 | 1,908 | 4,831 | 7,085 | 9,079 |
Total cost of revenue | 7,183 | 6,792 | 6,740 | 6,850 | 7,010 | 6,448 | 6,573 | 6,640 | 27,565 | 26,671 | 23,121 |
Gross profit | 12,191 | 12,449 | 11,830 | 10,732 | 10,590 | 10,657 | 11,105 | 10,888 | 47,202 | 43,240 | 41,453 |
Operating expenses: | |||||||||||
Sales and marketing | 3,041 | 3,097 | 2,953 | 3,069 | 3,058 | 2,929 | 3,446 | 3,532 | 12,160 | 12,965 | 14,670 |
Research and development | 3,218 | 3,737 | 4,054 | 3,910 | 3,848 | 3,852 | 4,152 | 3,926 | 14,919 | 15,778 | 26,165 |
Refundable Canadian tax credits | (173) | (115) | (116) | (109) | (112) | (115) | (122) | (121) | (513) | (470) | (1,094) |
General and administrative | 4,946 | 4,670 | 4,547 | 4,123 | 3,874 | 4,494 | 4,714 | 5,119 | 18,286 | 18,201 | 13,561 |
Depreciation and amortization | 1,021 | 1,322 | 1,476 | 1,472 | 1,327 | 1,130 | 1,063 | 1,014 | 5,291 | 4,534 | 4,310 |
Acquisition-related expenses | 728 | 1,047 | 1,380 | 2,428 | 1,374 | 176 | 360 | 545 | 5,583 | 2,455 | 2,186 |
Total operating expenses | 12,781 | 13,758 | 14,294 | 14,893 | 13,369 | 12,466 | 13,613 | 14,015 | 55,726 | 53,463 | 59,798 |
Loss from operations | (590) | (1,309) | (2,464) | (4,161) | (2,779) | (1,809) | (2,508) | (3,127) | (8,524) | (10,223) | (18,345) |
Interest expense, net | (849) | (709) | (662) | (561) | (473) | (462) | (576) | (347) | (2,781) | (1,858) | (1,951) |
Other income (expense), net | 427 | (64) | (293) | (748) | (157) | 137 | (12) | (512) | (678) | (544) | 101 |
Total other expense | (422) | (773) | (955) | (1,309) | (630) | (325) | (588) | (859) | (3,459) | (2,402) | (1,850) |
Loss before provision for income taxes | (1,012) | (2,082) | (3,419) | (5,470) | (3,409) | (2,134) | (3,096) | (3,986) | (11,983) | (12,625) | (20,195) |
Provision for income taxes | (961) | (308) | (158) | (103) | (854) | (190) | (238) | 243 | (1,530) | (1,039) | 78 |
Net loss | $ (1,973) | $ (2,390) | $ (3,577) | $ (5,573) | $ (4,263) | $ (2,324) | $ (3,334) | $ (3,743) | $ (13,513) | $ (13,664) | $ (20,117) |
Net loss per common share: | |||||||||||
Net loss per common share, basic and diluted (in USD per share) | $ (0.12) | $ (0.14) | $ (0.22) | $ (0.36) | $ (0.28) | $ (0.16) | $ (0.22) | $ (0.25) | $ (0.82) | $ (0.91) | $ (4.43) |