Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 27, 2015 | Jun. 30, 2014 | |
Entity [Abstract] | |||
Entity Registrant Name | Upland Software, Inc. | ||
Entity Central Index Key | 1505155 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Common Stock, Shares Outstanding | 15,257,797 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $0 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $30,988 | $4,703 |
Accounts receivable, net of allowance of $890 and $454 for 2014 and 2013, respectively | 14,559 | 11,026 |
Prepaid and other | 2,069 | 2,562 |
Total current assets | 47,616 | 18,291 |
Canadian tax credits receivable | 3,959 | 3,583 |
Property and equipment, net | 3,930 | 3,942 |
Intangible assets, net | 34,751 | 34,747 |
Goodwill | 45,146 | 33,630 |
Other assets | 364 | 654 |
Total assets | 135,766 | 94,847 |
Current liabilities: | ||
Accounts payable | 2,258 | 1,280 |
Accrued compensation | 2,372 | 2,725 |
Accrued expenses and other | 4,304 | 2,654 |
Deferred revenue | 21,182 | 16,620 |
Due to seller | 4,365 | 1,033 |
Current maturities of notes payable | 10,964 | 5,245 |
Total current liabilities | 45,445 | 29,557 |
Commitments and contingencies (Note 9) | ||
Canadian tax credit liability to sellers | 1,616 | 2,595 |
Notes payable, less current maturities | 12,407 | 23,438 |
Deferred revenue | 194 | 416 |
Noncurrent deferred tax liability, net | 3,006 | 3,084 |
Other long-term liabilities | 1,701 | 1,101 |
Total liabilities | 64,369 | 60,191 |
Stockholders’ equity (deficit): | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized, no shares issued and outstanding at December 31, 2014; no shares authorized, issued and outstanding at December 31, 2013 | 0 | 0 |
Common stock, $0.0001 par value; 50,000,000 shares authorized: 15,249,118 and 1,851,319 shares issued and outstanding at December 31, 2014 and 2013, respectively | 2 | 0 |
Additional paid-in capital | 108,337 | 0 |
Accumulated other comprehensive loss | -1,716 | -773 |
Accumulated deficit | -35,226 | -15,109 |
Total stockholders’ equity (deficit) | 71,397 | -15,882 |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | 135,766 | 94,847 |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Redeemable convertible preferred stock | 0 | 17,118 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Redeemable convertible preferred stock | 0 | 10,367 |
Series B-1 Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Redeemable convertible preferred stock | 0 | 1,076 |
Series B-2 Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Redeemable convertible preferred stock | 0 | 949 |
Series C Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Redeemable convertible preferred stock | 0 | 21,028 |
Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Redeemable convertible preferred stock | $0 | $50,538 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts | $890 | $454 |
Preferred Stock | ||
Par value (in dollars per share) | $0.00 | $0.00 |
Shares authorized | 5,000,000 | 0 |
Shares issued | 0 | 0 |
Shares outstanding | 0 | 0 |
Common Stock | ||
Par value (in dollars per share) | $0.00 | $0.00 |
Shares authorized | 50,000,000 | 50,000,000 |
Shares issued | 15,249,118 | 1,851,319 |
Shares outstanding | 15,249,118 | 1,851,319 |
Redeemable Convertible Preferred Stock [Member] | ||
Redeemable Convertible Preferred Stock | ||
Par value (in dollars per share) | $0.00 | $0.00 |
Shares authorized/designated | 0 | 9,300,342 |
Shares issued | 0 | |
Shares outstanding | 0 | |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Redeemable Convertible Preferred Stock | ||
Shares authorized/designated | 2,990,703 | 2,990,703 |
Shares issued | 0 | 2,821,181 |
Shares outstanding | 0 | 2,821,181 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Redeemable Convertible Preferred Stock | ||
Shares authorized/designated | 1,767,912 | 1,767,912 |
Shares issued | 0 | 1,701,909 |
Shares outstanding | 0 | 1,701,909 |
Series B-1 Redeemable Convertible Preferred Stock [Member] | ||
Redeemable Convertible Preferred Stock | ||
Shares authorized/designated | 983,767 | 983,767 |
Shares issued | 0 | 237,740 |
Shares outstanding | 0 | 237,740 |
Series B-2 Redeemable Convertible Preferred Stock [Member] | ||
Redeemable Convertible Preferred Stock | ||
Shares authorized/designated | 1,639,613 | 1,639,613 |
Shares issued | 0 | 155,598 |
Shares outstanding | 0 | 155,598 |
Series C Redeemable Convertible Preferred Stock [Member] | ||
Redeemable Convertible Preferred Stock | ||
Shares authorized/designated | 1,918,347 | 1,918,347 |
Shares issued | 0 | 1,918,048 |
Shares outstanding | 0 | 1,918,048 |
Consolidated_Statement_of_Oper
Consolidated Statement of Operations (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue: | |||||||||||
Subscription and support | $12,715 | $12,368 | $11,805 | $11,737 | $8,974 | $7,731 | $7,372 | $6,810 | $48,625 | $30,887 | $18,281 |
Perpetual license | 840 | 850 | 657 | 440 | 868 | 647 | 453 | 35 | 2,787 | 2,003 | 641 |
Total product revenue | 13,555 | 13,218 | 12,462 | 12,177 | 9,842 | 8,378 | 7,825 | 6,845 | 51,412 | 32,890 | 18,922 |
Professional services | 2,920 | 3,057 | 3,749 | 3,436 | 2,292 | 2,014 | 2,192 | 1,805 | 13,162 | 8,303 | 3,841 |
Total revenue | 16,475 | 16,275 | 16,211 | 15,613 | 12,134 | 10,392 | 10,017 | 8,650 | 64,574 | 41,193 | 22,763 |
Cost of revenue: | |||||||||||
Subscription and support | 3,950 | 3,488 | 3,346 | 3,258 | 2,429 | 2,087 | 1,787 | 1,484 | 14,042 | 7,787 | 4,189 |
Professional services | 2,037 | 2,305 | 2,340 | 2,397 | 1,425 | 1,400 | 1,505 | 1,350 | 9,079 | 5,680 | 3,121 |
Total cost of revenue | 5,987 | 5,793 | 5,686 | 5,655 | 3,854 | 3,487 | 3,292 | 2,834 | 23,121 | 13,467 | 7,310 |
Gross profit | 10,488 | 10,482 | 10,525 | 9,958 | 8,280 | 6,905 | 6,725 | 5,816 | 41,453 | 27,726 | 15,453 |
Operating expenses: | |||||||||||
Sales and marketing | 3,752 | 3,767 | 4,015 | 3,136 | 3,496 | 2,726 | 2,472 | 1,931 | 14,670 | 10,625 | 6,331 |
Research and development | 3,979 | 3,793 | 3,494 | 14,899 | 3,204 | 2,730 | 2,319 | 2,087 | 26,165 | 10,340 | 5,308 |
Refundable Canadian tax credits | -682 | -138 | -138 | -136 | -143 | -144 | -147 | -149 | -1,094 | -583 | -728 |
General and administrative | 4,330 | 3,555 | 3,053 | 2,623 | 2,250 | 1,662 | 1,605 | 1,315 | 13,561 | 6,832 | 4,574 |
Depreciation and amortization | 1,122 | 1,067 | 1,066 | 1,055 | 735 | 688 | 1,685 | 562 | 4,310 | 3,670 | 1,812 |
Acquisition-related expenses | 1,557 | 108 | 231 | 290 | 911 | 22 | 519 | 9 | 2,186 | 1,461 | 1,933 |
Total operating expenses | 14,058 | 12,152 | 11,721 | 21,867 | 10,453 | 7,684 | 8,453 | 5,755 | 59,798 | 32,345 | 19,230 |
Loss from operations | -3,570 | -1,670 | -1,196 | -11,909 | -2,173 | -779 | -1,728 | 61 | -18,345 | -4,619 | -3,777 |
Interest expense, net | -720 | -397 | -419 | -415 | -1,816 | -434 | -324 | -223 | -1,951 | -2,797 | -528 |
Other income (expense), net | 409 | 60 | -482 | 114 | -553 | 49 | 119 | -46 | 101 | -431 | -65 |
Total other expense | -311 | -337 | -901 | -301 | -2,369 | -385 | -205 | -269 | -1,850 | -3,228 | -593 |
Loss before provision for income taxes | -3,881 | -2,007 | -2,097 | -12,210 | -4,542 | -1,164 | -1,933 | -208 | -20,195 | -7,847 | -4,370 |
Provision for income taxes | 1,206 | -438 | -280 | -410 | -506 | -69 | 110 | -243 | 78 | -708 | 72 |
Loss from continuing operations | -2,675 | -2,445 | -2,377 | -12,620 | -5,048 | -1,233 | -1,823 | -451 | -20,117 | -8,555 | -4,298 |
Income (loss) from discontinued operations, net of tax of $0, $342 and $50 for 2014, 2013, and 2012, respectively | 0 | 0 | 0 | 0 | -131 | -195 | -177 | -139 | 0 | -642 | 1,791 |
Net loss | -2,675 | -2,445 | -2,377 | -12,620 | -5,179 | -1,428 | -2,000 | -590 | -20,117 | -9,197 | -2,507 |
Preferred stock dividends and accretion | -204 | -445 | -440 | -435 | -65 | -11 | -11 | -11 | -1,524 | -98 | -44 |
Net loss attributable to common shareholders | ($2,879) | ($2,890) | ($2,817) | ($13,055) | ($5,244) | ($1,439) | ($2,011) | ($601) | ($21,641) | ($9,295) | ($2,551) |
Net loss per common share: | |||||||||||
Loss from continuing operations per common share, basic and diluted (in USD per share) | ($0.30) | ($0.80) | ($0.80) | ($4.48) | ($3.57) | ($1.01) | ($1.63) | ($0.22) | ($4.43) | ($7.23) | ($5.78) |
Income (loss) from discontinued operations per common share, basic and diluted (in USD per share) | $0 | $0 | $0 | $0 | ($0.09) | ($0.16) | ($0.16) | ($0.07) | $0 | ($0.54) | $2.39 |
Net loss per common share, basic and diluted (in USD per share) | ($0.30) | ($0.80) | ($0.80) | ($4.48) | ($3.66) | ($1.17) | ($1.79) | ($0.29) | ($4.43) | ($7.77) | ($3.39) |
Weighted-average common shares outstanding, basic and diluted (in USD per share) | 9,507,246 | 3,602,156 | 3,533,198 | 2,916,949 | 1,430,233 | 1,232,626 | 1,127,152 | 2,123,813 | 4,889,901 | 1,196,668 | 751,416 |
Consolidated_Statement_of_Oper1
Consolidated Statement of Operations (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||
Tax effect of discontinued operations | $0 | $342 | $50 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Net loss | ($20,117) | ($9,197) | ($2,507) |
Foreign currency translation adjustment | -943 | -669 | -78 |
Comprehensive loss | ($21,060) | ($9,866) | ($2,585) |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Equity (Deficit) (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
In Thousands, except Share data, unless otherwise specified | |||||
Beginning Balance at Dec. 31, 2011 | ($1,590) | $0 | $0 | ($26) | ($1,564) |
Beginning Balance (in shares) at Dec. 31, 2011 | 1,582,635 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of restricted stock (in shares) | 113,085 | ||||
Accretion of preferred stock | -44 | -40 | -4 | ||
Stock-based compensation | 40 | 40 | |||
Foreign currency translation adjustment | -78 | -78 | |||
Net loss | -2,507 | -2,507 | |||
Ending Balance at Dec. 31, 2012 | -4,179 | 0 | 0 | -104 | -4,075 |
Ending Balance (in shares) at Dec. 31, 2012 | 1,695,720 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock in business combination (in shares) | 155,599 | ||||
Issuance of common stock in business combination | 275 | 275 | |||
Accretion of preferred stock | -47 | -47 | |||
Preferred stock dividends | -51 | -51 | |||
Stock-based compensation | 98 | 98 | |||
Distribution associated with spin-off | -2,112 | -275 | -1,837 | ||
Foreign currency translation adjustment | -669 | -669 | |||
Net loss | -9,197 | -9,197 | |||
Ending Balance at Dec. 31, 2013 | -15,882 | 0 | 0 | -773 | -15,109 |
Ending Balance (in shares) at Dec. 31, 2013 | 1,851,319 | 1,851,319 | |||
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 common stock in initial public offering (in shares) | 3,846,154 | ||||
Issuance of common stock in initial public offering | 38,846 | 1 | 38,845 | ||
Issuance of common stock to related party (in shares) | 1,803,574 | ||||
Issuance of common stock to related party | 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 | |||
Foreign currency translation adjustment | -943 | -943 | |||
Net loss | -20,117 | -20,117 | |||
Ending Balance at Dec. 31, 2014 | $71,397 | $2 | $108,337 | ($1,716) | ($35,226) |
Ending Balance (in shares) at Dec. 31, 2014 | 15,249,118 | 15,249,118 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Operating activities | |||
Net loss | ($20,117,000) | ($9,197,000) | ($2,507,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 7,457,000 | 5,595,000 | 2,817,000 |
Change in fair value of liabilities to sellers of businesses | 0 | 0 | -771,000 |
Deferred income taxes | -295,000 | -104,000 | -85,000 |
Non-cash interest and other expense | 589,000 | 1,585,000 | 0 |
Non-cash stock compensation expense | 1,077,000 | 498,000 | 92,000 |
Stock-based compensation—related party vendor | 11,220,000 | 0 | 0 |
Changes in operating assets and liabilities, net of purchase business combinations: | |||
Accounts receivable | -1,579,000 | 2,941,000 | -3,547,000 |
Prepaids and other | 484,000 | -1,617,000 | -773,000 |
Accounts payable | 639,000 | -1,113,000 | 875,000 |
Accrued expenses and other liabilities | -924,000 | 2,176,000 | -403,000 |
Deferred revenue | 2,626,000 | -1,003,000 | 5,906,000 |
Net cash provided by (used in) operating activities | 1,177,000 | -239,000 | 1,604,000 |
Investing activities | |||
Purchase of property and equipment | -861,000 | -263,000 | -274,000 |
Purchase business combinations, net of cash acquired | -6,217,000 | -28,175,000 | -33,038,000 |
Cash included in distribution of spin-off | 0 | -127,000 | 0 |
Net cash used in investing activities | -7,078,000 | -28,565,000 | -33,312,000 |
Financing activities | |||
Payments on capital leases | -541,000 | -351,000 | -486,000 |
Proceeds from notes payable | 5,685,000 | 28,036,000 | 17,000,000 |
Payments on notes payable | -10,910,000 | -17,516,000 | -3,646,000 |
Issuance of redeemable preferred stock, net of issuance costs | -97,000 | 19,716,000 | 11,387,000 |
Issuance of common stock, net of issuance costs | 38,846,000 | 0 | 0 |
Additional consideration paid to sellers of businesses | -599,000 | -321,000 | 0 |
Net cash provided by financing activities | 32,384,000 | 29,564,000 | 24,255,000 |
Effect of exchange rate fluctuations on cash | -198,000 | 51,000 | 0 |
Change in cash and cash equivalents | 26,285,000 | 811,000 | -7,453,000 |
Cash and cash equivalents, beginning of year | 4,703,000 | 3,892,000 | 11,345,000 |
Cash and cash equivalents, end of year | 30,988,000 | 4,703,000 | 3,892,000 |
Supplemental disclosures of cash flow information | |||
Cash paid for interest | 1,382,000 | 1,221,000 | 446,000 |
Cash paid for taxes | 252,000 | 287,000 | 152,000 |
Noncash investing and financing activities | |||
Notes payable issued to sellers in business combination | 0 | 3,500,000 | 1,328,000 |
Equipment acquired pursuant to capital lease obligations | $1,572,000 | $649,000 | $406,000 |
Organization_and_Nature_of_Ope
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Organization and Nature of Operations |
Upland Software, Inc. (“Upland” or the “Company”) is a leading provider of cloud-based enterprise work management software. Upland’s software applications help organizations better optimize the allocation and utilization of their people, time and money. Upland provides a family of cloud-based enterprise work management software applications for the information technology, 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_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Accounting Policies [Abstract] | ||||||||||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies | |||||||||||
Basis of Presentation | ||||||||||||
These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or GAAP. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. | ||||||||||||
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, warrant liabilities, acquired intangible assets, the useful lives of intangible assets and property and equipment, and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ from those estimates. | ||||||||||||
Cash and Cash Equivalents | ||||||||||||
Cash and cash equivalents consist of cash deposits and liquid investments with original maturities of three months or less when purchased. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments. | ||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | ||||||||||||
The Company extends credit to the majority of its customers. Issuance of credit is based on ongoing credit evaluations by the Company of customers’ financial condition and generally requires no collateral. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Invoices generally require payment within 30 days from the invoice date. The Company generally does not charge interest on past due payments, although the Company's contracts with its customers usually allow it to do so. | ||||||||||||
The Company maintains an allowance for doubtful accounts to reserve for potential uncollectible receivables. The allowance is based upon the creditworthiness of the Company’s customers, the customers’ historical payment experience, the age of the receivables and current market conditions. Provisions for potentially uncollectible accounts are recorded in sales and marketing expenses. The Company writes off accounts receivable balances to the allowance for doubtful accounts when it becomes likely that they will not be collected. | ||||||||||||
The following table presents the changes in the allowance for doubtful accounts (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Balance at beginning of year | $ | 454 | $ | 321 | $ | 10 | ||||||
Provision | 829 | 725 | 300 | |||||||||
Acquisitions | 400 | 295 | 143 | |||||||||
Writeoffs, net of recoveries | (793 | ) | (887 | ) | (132 | ) | ||||||
Balance at end of year | $ | 890 | $ | 454 | $ | 321 | ||||||
Concentrations of Credit Risk and Significant Customers | ||||||||||||
Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are placed with high-quality financial institutions, which, at times, may exceed federally insured limits. The Company has not experienced any losses in these accounts, and the Company does not believe it is exposed to any significant credit risk related to cash and cash equivalents. The Company provides credit, in the normal course of business, to a number of its customers. The Company performs periodic credit evaluations of its customers and generally does not require collateral. No individual customer represented more than 10% of total revenues in the years ended December 31, 2014, 2013, or 2012, or more than 10% of accounts receivable as of December 31, 2014 or 2013. | ||||||||||||
Property and Equipment | ||||||||||||
Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over each asset’s useful life. Leasehold improvements are amortized over the shorter of the lease term of the estimated useful lives of the related assets. Upon retirement or disposal, the cost of each asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs, maintenance, and minor replacements are expensed as incurred. The estimated useful lives of property and equipment are as follows: | ||||||||||||
Computer hardware and equipment | 3 - 5 years | |||||||||||
Purchased software and licenses | 3 - 5 years | |||||||||||
Furniture and fixtures | 7 years | |||||||||||
Leasehold improvements | Lesser of estimated useful life or lease term | |||||||||||
Goodwill and Other Intangibles | ||||||||||||
Goodwill arises from business combinations and is measured as the excess of the cost of the business acquired over the sum of the acquisition-date fair value of tangible and identifiable intangible assets acquired, less any liabilities assumed. | ||||||||||||
Goodwill is evaluated for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The events and circumstances considered by the Company include the business climate, legal factors, operating performance indicators and competition. | ||||||||||||
The Company evaluates the recoverability of goodwill using a two-step impairment process tested at the reporting unit level. The Company has one reporting unit for goodwill impairment purposes. In the first step, the fair value of the reporting unit is compared to the book value, including goodwill. In the case that the fair value is less than the book value, a second step is performed that compares the implied fair value of goodwill to the book value of goodwill. The fair value for the implied goodwill is determined based on the difference between the fair value of the reporting unit and the net fair value of the identifiable assets and liabilities, excluding goodwill. If the implied fair value of the goodwill is less than the book value, the difference is recognized as an impairment charge in the consolidated statement of operations. No goodwill impairment charges were recorded during the years ended December 31, 2014, 2013, or 2012. | ||||||||||||
Identifiable intangible assets consist of customer relationships, marketing-related intangible assets and developed technology. Intangible assets with definite lives are amortized over their estimated useful lives on a straight-line basis. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. | ||||||||||||
Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of intangible assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. The Company evaluates the recoverability of intangible assets by comparing their carrying amounts to the future net undiscounted cash flows expected to be generated by the intangible assets. If such intangible assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the intangible assets exceeds the fair value of the assets. | ||||||||||||
The Company determines fair value based on discounted cash flows using a discount rate commensurate with the risk inherent in the Company’s current business model for the specific intangible asset being valued. The Company determined there was an impairment of the PowerSteering trade name of $1.1 million during 2013. There were no such impairments during 2014 and 2012. | ||||||||||||
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, 2014, 2013, or 2012. | ||||||||||||
Software Development Costs | ||||||||||||
Software development costs are expensed as incurred until the point the Company establishes technological feasibility. Technology feasibility is established upon the completion of a working model. Costs incurred by the Company between establishment of technological feasability and the point at which the product is ready for general release are capitalized, subject to their recoverability, and amortized over the economic life of the related products. Because the Company believes its current process for developing its software products essentially results in the completion of a working product concurrent with the establishment of technological feasibility, no software development costs have been capitalized to date. | ||||||||||||
Canadian Tax Credits | ||||||||||||
Canadian tax credits related to current expenses are accounted for as a reduction of the research and development costs. Such credits relate to the Company's operations in Canada 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. | ||||||||||||
Deferred Financing Costs | ||||||||||||
The Company capitalizes underwriting, legal, and other direct costs incurred related to the issuance of debt, which are recorded as deferred charges and amortized to interest expense over the term of the related debt using the effective interest rate method. Upon the extinguishment of the related debt, any unamortized capitalized deferred financing costs are recorded to interest expense. In 2014, the Company wrote off approximately $380,000 of deferred financing costs associated with a financing facility no longer required after the initial public offering. In 2013, the Company wrote off approximately $164,000 of deferred financing costs in connection with the refinancing of its debt 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. Revenue on arrangements with customers who are not the ultimate users (primarily resellers) is not recognized until the product is delivered to the end user. Perpetual licenses are sold along with software maintenance and, sometimes, hosting agreements. When vendor specific objective evidence (VSOE) of fair value exists for the software maintenance and hosting agreement, the perpetual license is recognized under the residual method whereby the fair value of the undelivered software maintenance and hosting agreement is deferred and the remaining contract value is recognized immediately for the delivered perpetual license. When VSOE of fair value does not exist for the either the software maintenance or hosting agreement, the entire contract value is recognized ratably over the underlying software maintenance and/or hosting period. | ||||||||||||
Professional Services Revenue | ||||||||||||
Professional services provided with perpetual licenses consist of implementation fees, data extraction, configuration, and training. The Company’s implementation and configuration services do not involve significant customization of the software and are not considered essential to the functionality. Revenues from professional services are recognized as such services are provided when VSOE of fair value exists for such services and all undelivered elements such as software maintenance and/or hosting agreements. VSOE of fair value for services is based upon the price charged when these services are sold separately, and is typically an hourly rate. When VSOE of fair value does not exist for software maintenance and/or hosting agreements, revenues from professional services are recognized ratably over the underlying software maintenance and/or hosting period. | ||||||||||||
Professional services, when sold with the subscription arrangements, are accounted for separately when these services have value to the customer on a standalone basis and there is objective and reliable evidence of fair value for each deliverable. When accounted for separately, revenues are recognized as the services are rendered for time and material contracts. For those arrangements where the elements do not qualify as a separate unit of accounting, the Company recognizes professional services ratably over the contractual life of the related application subscription arrangement. Currently, all professional services are accounted for separately as all have value to the customer on a standalone basis. | ||||||||||||
Multiple Element Arrangements | ||||||||||||
The Company enters into arrangements with multiple-element that generally include subscriptions and implementation and other professional services. | ||||||||||||
For multiple-element arrangements, arrangement consideration is allocated to deliverables based on their relative selling price. In order to treat deliverables in a multiple-element arrangement as separate units of accounting, the elements must have standalone value upon delivery. If the elements have standalone value upon delivery, each element must be accounted for separately. The Company’s subscription services have standalone value as such services are often sold separately. In determining whether implementation and other professional services have standalone value apart from the subscription services, the Company considers various factors including the availability of the services from other vendors. The Company has concluded that the implementation services included in multiple-element arrangements have standalone value. As a result, when implementation and other professional services are sold in a multiple-element arrangement, the arrangement consideration is allocated to the identified separate units based on a relative selling price hierarchy. The selling price for a element is based on its VSOE of selling price, if available, third-party evidence of selling price, or TPE, if VSOE is not available or best estimate of selling price, or BESP, if neither VSOE nor TPE is available. The Company has not established VSOE for its subscription services due to lack of pricing consistency, the introduction of new services and other factors. The Company has determined that TPE is not a practical alternative due to differences in its service offerings compared to other parties and the availability of relevant third-party pricing information. Accordingly, the Company uses BESP to determine the relative selling price. | ||||||||||||
The Company determined BESP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the Company’s discounting practices, the size and volume of its transactions, customer characteristics, price lists, go-to-market strategy, historical standalone sales and agreement prices. As the Company’s go-to-market strategies evolve, it may modify its pricing practices in the future, which could result in changes in relative selling prices, and include both VSOE and BESP. | ||||||||||||
Deferred Revenue | ||||||||||||
Deferred revenue represents either customer advance payments or billings for which the aforementioned revenue recognition criteria have not yet been met. | ||||||||||||
Cost of Revenue | ||||||||||||
Cost of revenue primarily consists of salaries and related expenses (e.g. bonuses, employee benefits, and payroll taxes) for personnel directly involved in the delivery of services and products directly to customers. Cost of revenue also includes the amortization of acquired technology. | ||||||||||||
Customer Contract Acquisition Costs | ||||||||||||
Costs associated with the acquisition or origination of customer contracts are expensed as incurred. | ||||||||||||
Redeemable Preferred Stock Warrant Liability | ||||||||||||
Warrants to purchase the Company's redeemable preferred stock are classified as liabilities in the accompanying balance sheet and are recorded at fair value. The warrants are marked to market each reporting period, with the change in fair value recorded as a gain (loss) in the accompanying consolidated statement of operations. | ||||||||||||
Advertising Costs | ||||||||||||
Advertising costs are expensed in the period incurred. Advertising expenses included in sales and marketing expense were $283,000, $175,000 and $49,000 for the years ended December 31, 2014, 2013 and 2012, respectively. Advertising costs are recorded in sales and marketing expenses in the accompanying consolidated statement of operations. | ||||||||||||
Income Taxes | ||||||||||||
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities will be recognized in the period that includes the enactment date. A valuation allowance is established against the deferred tax assets to reduce their carrying value to an amount that is more likely than not to be realized. | ||||||||||||
The Company accounts for uncertainty of income taxes based on a “more likely than not” threshold for the recognition and derecognition of tax positions, which includes the accounting for interest and penalties. | ||||||||||||
Stock-Based Compensation | ||||||||||||
Stock options awarded to employees and directors are measured at fair value at each grant date. The Company accounts for stock-based compensation in accordance with authoritative accounting principles which require all share-based compensation to employees, including grants of employee stock options, to be recognized in the financial statements based on their estimated fair value. Compensation expense is determined under the fair value method using the Black-Scholes option pricing model and recognized ratably over the period the awards vest. The Black-Scholes option pricing model used to compute share-based compensation expense requires extensive use of accounting judgment and financial estimates. Items requiring estimation include the expected term option holders will retain their vested stock options before exercising them, the estimated volatility of the Company’s common stock price over the expected term of each stock option, and the number of stock options that will be forfeited prior to the completion of their vesting requirements. Application of alternative assumptions could result in significantly different share-based compensation amounts being recorded in the financial statements. | ||||||||||||
The following table summarizes the weighted-average grant-date fair value of options granted in 2014, 2013, and 2012 and the assumptions used to develop their fair values.The Company estimates the fair value of options granted using the Black-Scholes options pricing model. As there was no public market for its common stock 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, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Weighted average grant-date fair value of options | $3.76 | $0.91 | $0.79 | |||||||||
Expected volatility | 54.1% - 55.2% | 53.30% | 72.50% | |||||||||
Risk-free interest rate | 1.6% - 1.9% | 1.60% | 0.90% | |||||||||
Expected life in years | 6.29 | 6.29 | 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, 2014 and 2013 was due to foreign currency translation adjustments. | ||||||||||||
Foreign Currency Transactions | ||||||||||||
Certain transactions are denominated in a currency other than the Company's functional currency, and the Company generates certain assets and liabilities that are fixed in terms of the amount of foreign currency that will be received or paid. At each balance sheet date, the Company adjusts the assets and liabilities to reflect the current exchange rate, resulting in a translation gain or loss. Transaction gains and losses are also realized upon a settlement of a foreign currency transaction in determining net loss for the period in which the transaction is settled. Foreign currency transaction gains and losses were not material for the years ended December 31, 2014, 2013, and 2012. | ||||||||||||
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 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, 2014, 2013, and 2012, basic and diluted net loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive. | ||||||||||||
Recent Accounting Pronouncements | ||||||||||||
In May 2014, the FASB issued FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance provides a five-step process to achieve that core principle. ASU 2014-09 requires disclosures enabling users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, using one of two retrospective application methods. Early application is not permitted. The Company is currently evaluating the impact of the provisions of ASC 2014-09. | ||||||||||||
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. |
Acquisitions
Acquisitions | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Business Combinations [Abstract] | ||||||||||||||||||||||||||||||||
Acquisitions | Acquisitions | |||||||||||||||||||||||||||||||
2012 Acquisitions | ||||||||||||||||||||||||||||||||
On February 3, 2012, the Company acquired 100% of the outstanding capital of PowerSteering Software, Inc. (PowerSteering) for total purchase consideration of $13,000,000. PowerSteering provides cloud-based program and portfolio management software products that enable customers to gain high-level visibility across their organizations and improve top-down governance and management of programs, initiatives, investments, and projects. Revenues recorded since the acquisition date for the year ended December 31, 2012 were approximately $8,946,000. | ||||||||||||||||||||||||||||||||
On February 10, 2012, the Company acquired 100% of the outstanding capital of Tenrox, Inc. (Tenrox) for total purchase consideration of $15,328,000, plus the value realized from the utilization of research and development credits and plus/minus any resulting changes to income taxes owed for periods prior to the acquisition. The Company recorded a liability of approximately $3,900,000 at the date of acquisition, for the estimated additional tax-related payments to the seller, of which approximately $1,500,000 and $304,000 was paid during 2012 and 2014, respectively. Tenrox provides cloud-based project workforce management software products that enable organizations to more effectively manage their knowledge workers to better track work, expenses and client billing while improving scheduling, utilization, and alignment of human capital. Revenues recorded since the acquisition date for the year ended December 31, 2012 were approximately $13,300,000. | ||||||||||||||||||||||||||||||||
On November 13, 2012, the Company acquired 100% of the outstanding units of LMR Solutions LLC, dba EPM Live (EPM Live) for total purchase consideration of $7,732,000, which includes a cash payment of $5,775,000 at closing, $600,000 paid in cash in November 2013, notes payable to the seller of $1,328,000 (at present value), and 131,168 shares of the Company’s Series B-1 redeemable convertible preferred stock with a fair value of $800,000. The shares of the Company’s B-1 preferred stock are restricted, and vesting is contingent upon continued employment. The Company is accounting for such shares as compensation as vesting occurs. EPM Live provides cloud-based project management and collaboration software products that enable customers to improve collaboration and the execution of both projects and unstructured work. Revenues recorded since the acquisition date for the year ended December 31, 2012 were approximately $727,000. | ||||||||||||||||||||||||||||||||
2013 Acquisitions | ||||||||||||||||||||||||||||||||
On May 16, 2013, the Company acquired 100% of the outstanding capital of FileBound Solutions, Inc. and Marex Group, Inc. (together FileBound) for total purchase consideration of $14,650,000, which includes cash at closing of $182,000, notes payable to the seller of $3,500,000 (at present rate) and 106,572 shares of the Company’s series B-1 preferred stock with a fair value of $624,000. FileBound provides cloud-based enterprise content management software products that enable customers to automate document-based workflows and control access and distribution of their content to boost productivity, encourage collaboration and improve compliance. Revenues recorded since the acquisition date for the year ended December 31, 2013 were approximately $4,959,000. | ||||||||||||||||||||||||||||||||
On November 7, 2013, the Company acquired 100% of the outstanding interest of ComSci, LLC. (ComSci) for total purchase consideration of $7,568,000, which includes cash at closing of $104,000, 155,599 shares of the Company’s common stock, 155,598 shares of the company’s B-2 preferred stock with a fair value of $949,000, and $750,000 to be paid in November 2014. ComSci provides cloud-based financial management software products that enable organizations to have visibility into the cost, quality, and value of internal services delivered within their organizations. Revenues recorded since the acquisition date for the year ended December 31, 2013 were approximately $937,000. | ||||||||||||||||||||||||||||||||
On December 23, 2013, the Company acquired 100% of the outstanding capital of Clickability, Inc. (Clickability) for total purchase consideration of $12,281,000. Clickability provides cloud-based enterprise content management software products that are used by enterprise marketers and media companies to create, maintain and deliver web sites that shape visitor experiences and empower nontechnical staff to create, manage, publish, analyze and refine content and social media assets without IT intervention. For accounting purposes, the acquisition of Clickability was recorded on December 31, 2013 and, accordingly, the operations of Clickability had no impact on the Company’s statement of operations. The operations of Clickability from December 23, 2013 to December 31, 2013 were not material. | ||||||||||||||||||||||||||||||||
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 based on the achievement of certain incremental revenue targets during fiscal 2015. The acquisition-date fair value of the contingent payment was measured based on the probability-adjusted present value of the consideration expected to be transferred, which amounted to $0.5 million. Mobile Commons’ enterprise-class application drives and manages digital engagement through two-way SMS programs and campaigns. Revenues recorded since the acquisition date for the year ended December 31, 2014 were approximately $0.5 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 results of operations of the acquisitions are included in the Company’s consolidated results of operations beginning with the date of the acquisition. The purchase price allocations for the 2014 acquisitions are preliminary as the Company has not obtained and evaluated all of the detailed information necessary to finalize the opening balance sheet amounts. Management has recorded the purchase price allocations based upon acquired company information that is currently available. Management expects to finalize its purchase price allocations in early 2015. | ||||||||||||||||||||||||||||||||
The following condensed table presents the acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions (in thousands): | ||||||||||||||||||||||||||||||||
Solution Q | Mobile Commons | FileBound | ComSci | Clickability | Power-Steering | Tenrox | EPM Live | |||||||||||||||||||||||||
Year Acquired | 2014 | 2014 | 2013 | 2013 | 2013 | 2012 | 2012 | 2012 | ||||||||||||||||||||||||
Cash | $ | 352 | $ | 286 | $ | 182 | $ | 104 | $ | — | $ | 1,424 | $ | 1,521 | $ | 388 | ||||||||||||||||
Accounts receivable | 893 | 1,242 | 1,940 | 951 | 1,773 | 2,160 | 2,385 | 1,369 | ||||||||||||||||||||||||
Other current assets | 24 | 147 | 153 | 47 | 297 | 187 | 312 | 19 | ||||||||||||||||||||||||
Canadian tax credit receivable | 71 | — | — | — | — | — | 4,561 | — | ||||||||||||||||||||||||
Property and equipment | 28 | 54 | 927 | 61 | 1,519 | 203 | 575 | 242 | ||||||||||||||||||||||||
Customer relationships | 2,230 | 1,620 | 3,600 | 2,000 | 4,400 | 7,200 | 7,400 | 2,680 | ||||||||||||||||||||||||
Trade name | 100 | 130 | 320 | 180 | 250 | 1,210 | 190 | 460 | ||||||||||||||||||||||||
Technology | 540 | 1,150 | 2,040 | 810 | 2,500 | 2,200 | 2,680 | 1,770 | ||||||||||||||||||||||||
Goodwill | 5,206 | 7,244 | 7,188 | 3,851 | 3,401 | 5,671 | 10,612 | 2,419 | ||||||||||||||||||||||||
Other assets | 14 | 47 | 21 | 8 | — | — | — | 24 | ||||||||||||||||||||||||
Total assets acquired | 9,458 | 11,920 | 16,371 | 8,012 | 14,140 | 20,255 | 30,236 | 9,371 | ||||||||||||||||||||||||
Accounts payable | (52 | ) | (313 | ) | (113 | ) | (260 | ) | (154 | ) | (542 | ) | (243 | ) | (115 | ) | ||||||||||||||||
Accrued expense and other | (223 | ) | (463 | ) | (266 | ) | (106 | ) | (100 | ) | (2,310 | ) | (2,694 | ) | (684 | ) | ||||||||||||||||
Deferred tax liabilities | (428 | ) | — | — | — | — | — | (3,207 | ) | — | ||||||||||||||||||||||
Deferred revenue | (2,242 | ) | (144 | ) | (1,342 | ) | (78 | ) | (1,605 | ) | (4,403 | ) | (4,870 | ) | (840 | ) | ||||||||||||||||
Canadian tax credit liability to seller | (39 | ) | — | — | — | — | — | (3,894 | ) | — | ||||||||||||||||||||||
Total liabilities assumed | (2,984 | ) | (920 | ) | (1,721 | ) | (444 | ) | (1,859 | ) | (7,255 | ) | (14,908 | ) | (1,639 | ) | ||||||||||||||||
Total consideration | $ | 6,474 | $ | 11,000 | $ | 14,650 | $ | 7,568 | $ | 12,281 | $ | 13,000 | $ | 15,328 | $ | 7,732 | ||||||||||||||||
Tangible assets were valued at their respective carrying amounts, which approximates their estimated fair value. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods. Customer relationships were valued using an income approach, which estimates fair value based on the earnings and cash flow capacity of the subject asset. The value of the marketing-related intangibles was determined using a relief-from-royalty method, which estimates fair value based on the value the owner of the asset receives from not having to pay a royalty to use the asset. Developed technology was valued using a cost-to-recreate approach. | ||||||||||||||||||||||||||||||||
Goodwill for PowerSteering, EPM Live, FileBound, and ComSci is deductible for tax purposes. | ||||||||||||||||||||||||||||||||
Pro forma Results (Unaudited) | ||||||||||||||||||||||||||||||||
The following unaudited pro forma supplemental information presents an aggregated summary of the Company’s results of operations for the years ended December 31, 2012 and 2013, assuming the completion of the 2012 acquisitions of PowerSteering, Tenrox, and EPM Live and the completion of the 2013 acquisitions of FileBound and ComSci, had occurred on January 1, 2012. | ||||||||||||||||||||||||||||||||
The unaudited pro forma supplemental information presented below is based on estimates and assumptions that we believe are reasonable. The unaudited pro forma supplemental information that we have prepared is not necessarily indicative of the results of income in future periods or the results that actually would have been realized had the acquired businesses been combined with our operations during the specified periods. | ||||||||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||||||||||
Revenue | $ | 49,223 | $ | 45,947 | ||||||||||||||||||||||||||||
Operating Income (loss) | $ | (5,402 | ) | $ | (1,769 | ) |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Fair Value Measurements | Fair Value Measurements | |||||||||||||||
Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. GAAP sets forth a three–tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three tiers are Level 1, defined as observable inputs, such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions. | ||||||||||||||||
Changes to the fair value of assets and liabilities are recorded to other income (expense), net. Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): | ||||||||||||||||
Fair Value Measurements at December 31, 2013 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | $ | — | $ | — | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Warrant liabilities | $ | — | $ | — | $ | 525 | $ | 525 | ||||||||
Fair Value Measurements at December 31, 2014 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | $ | — | $ | — | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Warrant liabilities | $ | — | $ | — | $ | — | $ | — | ||||||||
Earnout consideration liability | $ | — | $ | — | $ | 500 | $ | 500 | ||||||||
In November 2014, the outstanding warrants were converted from preferred stock to common stock and the fair value of the corresponding liability was reclassed to additional paid-in capital. 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: | ||||||||||||||||
Beginning balance at January 1, 2012 | $ | — | ||||||||||||||
Issuance of preferred stock warrants | — | |||||||||||||||
Change in fair value of preferred stock warrants | — | |||||||||||||||
Ending balance at December 31, 2012 | — | |||||||||||||||
Issuance of preferred stock warrants | 158 | |||||||||||||||
Change in fair value of preferred stock warrants | 367 | |||||||||||||||
Ending balance at December 31, 2013 | 525 | |||||||||||||||
Change in fair value of preferred stock warrants | 83 | |||||||||||||||
Conversion of preferred stock warrants to common | (608 | ) | ||||||||||||||
Earnout consideration liability | 500 | |||||||||||||||
Ending balance at December 31, 2014 | $ | 500 | ||||||||||||||
The fair value of warrants to purchase convertible preferred stock was determined using Black-Scholes option pricing model. The valuation of the warrant liability is discussed in Note 13 Preferred Stock Warrants. | ||||||||||||||||
The fair value of the earnout consideration was determined using the Binary Option model based on the present value of the probability-weighted earnout consideration. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets | |||||||||||||
Changes in the Company’s goodwill balance for the year ended December 31, 2014 are summarized in the table below (in thousands): | ||||||||||||||
Balance at January 1, 2013 | $ | 21,093 | ||||||||||||
Acquired in business combinations | 14,440 | |||||||||||||
Goodwill allocated to Visionael spin-out | (1,201 | ) | ||||||||||||
Foreign currency translation adjustment | (702 | ) | ||||||||||||
Balance at December 31, 2013 | $ | 33,630 | ||||||||||||
Acquired in business combinations | 12,313 | |||||||||||||
Foreign currency translation adjustment | (797 | ) | ||||||||||||
Balance at December 31, 2014 | $ | 45,146 | ||||||||||||
Intangible assets, net, include the estimated acquisition-date fair values of customer relationships, marketing-related assets, and developed technology that the Company recorded as part of its business acquisitions. The following is a summary of the Company’s intangible assets, net (in thousands): | ||||||||||||||
Estimated Useful | Gross | Accumulated | Net Carrying | |||||||||||
Life (Years) | Carrying Amount | Amortization | Amount | |||||||||||
31-Dec-14 | ||||||||||||||
Customer relationships | 10 | $ | 30,053 | $ | 5,813 | $ | 24,240 | |||||||
Trade name | 3-Jan | 2,812 | 2,027 | 785 | ||||||||||
Developed technology | 7-Apr | 13,305 | 3,579 | 9,726 | ||||||||||
Total intangible assets | $ | 46,170 | $ | 11,419 | $ | 34,751 | ||||||||
Estimated Useful | Gross | Accumulated | Net Carrying | |||||||||||
Life (Years) | Carrying Amount | Amortization | Amount | |||||||||||
December 31, 2013 | ||||||||||||||
Customer relationships | 10 | $ | 26,799 | $ | 3,244 | $ | 23,555 | |||||||
Trade name | 3 | 2,598 | 1,422 | 1,176 | ||||||||||
Developed technology | 7-Apr | 11,825 | 1,809 | 10,016 | ||||||||||
Total intangible assets | $ | 41,222 | $ | 6,475 | $ | 34,747 | ||||||||
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): | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Customer relationships | 9.7 | 10 | 10 | |||||||||||
Trade name | 2.8 | 3 | 5 | |||||||||||
Developed technology | 6.4 | 6.6 | 7 | |||||||||||
Total weighted-average amortization period | 8.4 | 8.7 | 9 | |||||||||||
The Company periodically reviews the estimated useful lives of its identifiable intangible assets, taking into consideration any events or circumstances that might result in either a diminished fair value or revised useful life. In 2013, management changed its intention to use the PowerSteering trade name on a Company-wide basis and, accordingly, changed the useful life of such trade name from indefinite to a definite life of three years. As a result, the Company recorded an amortization charge of $1.1 million in 2013 related to the PowerSteering trade name. Management has determined there have been no other indicators of impairment or change in the useful life during the years ended December 31, 2014, 2013, and 2012. Total amortization expense was $5.2 million, $4.8 million, and $2.4 million during the years ended December 31, 2014, 2013, and 2012, respectively. | ||||||||||||||
Estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): | ||||||||||||||
Amortization | ||||||||||||||
Expense | ||||||||||||||
Year ending December 31: | ||||||||||||||
2015 | $ | 5,789 | ||||||||||||
2016 | 5,573 | |||||||||||||
2017 | 5,360 | |||||||||||||
2018 | 5,121 | |||||||||||||
2019 and thereafter | 12,908 | |||||||||||||
$ | 34,751 | |||||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Taxes | Income Taxes | |||||||||||
The Company's loss from continuing operations before income taxes for the years ended December 31, was as follows (in thousands): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Income (loss) before provision for income taxes: | ||||||||||||
United States | $ | (18,455 | ) | $ | (9,267 | ) | $ | (3,971 | ) | |||
Foreign | (1,740 | ) | 1,420 | (399 | ) | |||||||
$ | (20,195 | ) | $ | (7,847 | ) | $ | (4,370 | ) | ||||
The components of the provision (benefit) for income taxes attributable to continuing operations are as follows (in thousands): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current | ||||||||||||
Federal | $ | — | $ | — | $ | — | ||||||
State | 54 | 18 | 6 | |||||||||
Foreign | 163 | 1,136 | 57 | |||||||||
Total Current | $ | 217 | $ | 1,154 | $ | 63 | ||||||
Deferred | ||||||||||||
Federal | $ | 300 | $ | (417 | ) | $ | 58 | |||||
State | 10 | (67 | ) | 8 | ||||||||
Foreign | (605 | ) | 38 | (201 | ) | |||||||
Total Deferred | (295 | ) | (446 | ) | (135 | ) | ||||||
$ | (78 | ) | $ | 708 | $ | (72 | ) | |||||
As of December 31, 2014, the Company had federal net operating loss carryforwards of approximately $61 million. and research and development credit carryforwards of approximately $0.8 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 $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): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Deferred tax assets: | ||||||||||||
Current deferred tax assets: | ||||||||||||
Accrued expenses and allowances | $ | 733 | $ | 448 | $ | 342 | ||||||
Deferred revenue | 549 | 164 | 495 | |||||||||
Other | 62 | 39 | 68 | |||||||||
Valuation allowance for current deferred tax assets | (964 | ) | (641 | ) | (408 | ) | ||||||
Net current deferred tax assets | 380 | 10 | 497 | |||||||||
Noncurrent deferred tax assets: | ||||||||||||
Intangible assets | — | — | — | |||||||||
Stock compensation | 350 | 136 | — | |||||||||
Net operating loss and tax credit carryforwards | 16,755 | 9,138 | 5,933 | |||||||||
Other | 61 | 102 | 5 | |||||||||
Valuation allowance for noncurrent deferred tax assets | (12,143 | ) | (4,872 | ) | (2,443 | ) | ||||||
Net noncurrent deferred tax assets | $ | 5,023 | $ | 4,504 | $ | 3,495 | ||||||
Deferred tax liabilities: | ||||||||||||
Current deferred tax liabilities: | ||||||||||||
Prepaid expenses | $ | (1 | ) | $ | (10 | ) | $ | (7 | ) | |||
Total current deferred tax liabilities | (1 | ) | (10 | ) | (7 | ) | ||||||
Noncurrent deferred tax liabilities: | ||||||||||||
Stock compensation | — | — | (43 | ) | ||||||||
Capital expenses | (202 | ) | (529 | ) | (33 | ) | ||||||
Intangible assets | (7,217 | ) | (7,059 | ) | (7,579 | ) | ||||||
Goodwill | (252 | ) | — | (132 | ) | |||||||
Tax credit carryforwards | (737 | ) | — | — | ||||||||
Total noncurrent deferred tax liabilities | $ | (8,408 | ) | $ | (7,588 | ) | $ | (7,787 | ) | |||
Net current deferred tax asset | $ | 379 | $ | — | $ | 490 | ||||||
Net noncurrent deferred tax liability | $ | (3,385 | ) | $ | (3,084 | ) | $ | (4,292 | ) | |||
Net deferred taxes | $ | (3,006 | ) | $ | (3,084 | ) | $ | (3,802 | ) | |||
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, 2014 and 2013, the valuation allowance increased by approximately $7.5 million and $4.0 million, respectively, due primarily to operations and acquisitions, and decreased by approximately $0 and $1.4 million, respectively, due to the distribution of Visionael. | ||||||||||||
As of December 31, 2014, the foreign subsidiaries have not generated undistributed earnings on which to record. | ||||||||||||
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: | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Federal statutory rate | 34 | % | 34 | % | 34 | % | ||||||
State taxes, net of federal benefit | 3.5 | 4.3 | 26.5 | |||||||||
Tax credits | (1.1 | ) | (5.3 | ) | 5 | |||||||
Effect of foreign operations | 0.1 | 2 | (0.8 | ) | ||||||||
Permanent items and other | (1.7 | ) | (13.7 | ) | 7.5 | |||||||
Tax carryforwards not benefited | (34.4 | ) | (30.3 | ) | (70.7 | ) | ||||||
0.4 | % | (9.0 | )% | 1.5 | % | |||||||
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, 2014. 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 January 1, 2012 | $ | — | ||||||||||
Additional based on tax positions related to the current year | — | |||||||||||
Additions for tax positions of prior years | 70 | |||||||||||
Reductions for tax positions of prior years | — | |||||||||||
Settlements | — | |||||||||||
Balance at December 31, 2012 | $ | 70 | ||||||||||
Additional based on tax positions related to the current year | — | |||||||||||
Additions for tax positions of prior years | — | |||||||||||
Reductions for tax positions of prior years | (7 | ) | ||||||||||
Settlements | — | |||||||||||
Balance at December 31, 2013 | $ | 63 | ||||||||||
Additional based on tax positions related to the current year | — | |||||||||||
Additions for tax positions of prior years | — | |||||||||||
Reductions for tax positions of prior years | (10 | ) | ||||||||||
Settlements | — | |||||||||||
Balance at December 31, 2014 | $ | 53 | ||||||||||
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. 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, 2014, 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, 2011 and is no longer subject to state and local or foreign income tax examinations by tax authorities for years ending before December 31, 2010. The Company is not currently under audit for federal, state or any foreign jurisdictions. |
Debt
Debt | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt | Debt | |||||||
Long-term debt consisted of the following at December 31, 2014 and 2013 (in thousands): | ||||||||
31-Dec-14 | 31-Dec-13 | |||||||
Senior secured notes (less discount of $75 at December 31, 2014 and $123 at December 31, 2013) | $ | 16,871 | $ | 20,678 | ||||
Revolving credit facility | 3,000 | 3,067 | ||||||
Seller notes due 2014 (less discount of $0 at December 31, 2014 and $62 at December 31, 2013, respectively) | — | 1,438 | ||||||
Seller notes due 2015 | 3,000 | 3,000 | ||||||
Seller notes due 2016 | 500 | 500 | ||||||
23,371 | 28,683 | |||||||
Less current maturities | (10,964 | ) | (5,245 | ) | ||||
Total long-term debt | $ | 12,407 | $ | 23,438 | ||||
Loan and Security Agreements | ||||||||
U.S. Loan Agreement | ||||||||
In March, 2012, and as amended in March 2013, the Company entered into a loan and security agreement with Comerica Bank (as amended, the U.S. Loan Agreement). The U.S. Loan Agreement provides the Company and certain of its subsidiaries, as co-borrowers, a secured accounts receivable revolving loan facility of up to $5.0 million and a secured term loan facility of up to $19.5 million, for a total loan facility of up to $24.5 million. As of December 31, 2014 and 2013, the Company had $0 and $2.1 million outstanding as revolving loans and $16.5 million and $19.1 million as term loans under the U.S. Loan Agreement. | ||||||||
Revolving loans and term loans bear interest at a floating rate equal to Comerica Bank’s prime rate plus 1.75% (5% at December 31, 2014, 2013, and 2012). Interest on the revolving loans and the term loans is due and payable monthly. Revolving loans may be borrowed, repaid and reborrowed until April 11, 2015, when all outstanding revolving loan amounts must be repaid. Term loan advances may be requested until April 11, 2014. From November 1, 2013 to March 1, 2014, an amount equal to 5% of the principal outstanding on all term loan advances on October 2, 2013 is payable in monthly installments during such period. Between April 1, 2014 and March 1, 2015 an amount equal to 15% of the principal outstanding on all term loan advances on April 11, 2014 is payable in monthly installments during such period. From April 1, 2015 to March 1, 2016 an amount equal to 25% of the principal outstanding on all term loan advances on April 11, 2014 is payable in monthly installments during such period. From April 1, 2016 to March 1, 2017, an amount equal to 25% of the principal outstanding on all term loan advances on April 11, 2014 is payable in monthly installments on the first day of each month during such period. From April 1, 2017 to March 1, 2018, an amount equal to 30% of principal outstanding on all term loan advances on April 11, 2014 is payable in monthly installments during such period. All outstanding principal and interest under the term loan facility must be repaid on April 11, 2018. The revolving loan facility and the term loan facility may be prepaid prior to their respective termination dates without penalty or premium. Starting June 1, 2015, the Company and the other borrowers may be required to begin prepaying certain term loan advances with a percentage of our excess cash flow, if any. | ||||||||
At September 30, 2014 and December 31, 2014, the Company would have been in violation of certain financial covenants under the U.S. Loan Agreement and Canadian Loan Agreement (defined below). However, the Company obtained a waiver of compliance with such financial covenants from Comerica Bank through March 31, 2015 and on March 23, 2015 the facility was amended into 60-month facility as described in Note 18 to the financial statements. | ||||||||
Revolving loans and term loans bear interest at a floating rate equal to Comerica Bank’s prime rate plus 1.75% (5% at December 31, 2014, 2013, and 2012). Interest on the revolving loans and the term loans is due and payable monthly. Revolving loans may be borrowed, repaid and reborrowed until April 11, 2017 when all outstanding revolving loan amounts must be repaid. The principal payments on the U.S. term loan and payment schedule remain the same as described above. The revolving loan facility and the term loan facility may be prepaid prior to their respective termination dates without penalty or premium. Starting June 1, 2015, the Company and the other borrowers may be required to begin prepaying certain term loan advances with a percentage of our excess cash flow, if any. The U.S. Loan Agreement and Canadian Loan Agreement have priority in repayment to all other outstanding debt, subject to certain limited exceptions set forth in such agreements. The Company’s obligations and the obligations of the other borrowers under the loan facility are secured by a security interest on substantially all of the Company’s assets and the other borrowers’ assets, including intellectual property. The Company’s other and future subsidiaries may also be required to become co-borrowers or guarantors under the loan facility and grant a security interest on their assets in connection therewith. | ||||||||
The U.S. Loan Agreement contains customary affirmative covenants and customary negative covenants limiting the Company’s ability and the ability of the Company’s subsidiaries to, among other things, dispose of assets, undergo a change in control, merge or consolidate, make acquisitions, incur debt, incur liens, pay dividends, repurchase stock and make investments, in each case subject to certain exceptions. The Company and the other borrowers must also comply with a minimum cash financial covenant, minimum fixed charge ratio financial covenant, maximum indebtedness to adjusted EBITDA financial covenant, and minimum EBITDA financial covenant. | ||||||||
The U.S. Loan Agreement also contains customary events of default including, among others, payment defaults, breaches of covenants defaults, material adverse change defaults, bankruptcy and insolvency event defaults, cross defaults with certain material indebtedness, judgment defaults, and breaches of representations and warranties defaults. Upon an event of default, Comerica Bank may declare all or a portion of the outstanding obligations payable to be immediately due and payable and exercise other rights and remedies provided for under the loan facility and any related guaranty, including a requirement that any guarantor pay all of the outstanding obligations under its guaranty and a right by Comerica Bank to exercise remedies under any security agreement related to such guaranty. During the existence of an event of default, interest on the obligations could be increased by 5%. | ||||||||
In connection with the entry into the U.S. Loan Agreement in March 2012, the Company granted a warrant to purchase 19,675 shares of the Company’s Series B preferred stock at $1.00 per share. The warrant is exercisable for 10 years. The fair value of the warrant was not significant as of the date of issuance. In connection with the amendment of U.S. Loan Agreement in December 2012, the Company granted a warrant to purchase 6,558 shares of the Company’s Series B preferred stock at $1.00 per share. The warrant is exercisable for 10 years. The fair value of the warrant was not significant as of the date of issuance. In connection with the amendment of the U.S. Loan Agreement in April 2013, the Company granted a warrant to purchase 37,164 shares of the Company’s Series B preferred stock at $1.00 per share which replaced the aforementioned warrant to purchase 6,558 shares of the Company’s Series B Preferred Stock. The warrant is exercisable for 10 years. The fair value of the warrant at the time of issuance was determined to be $158,000. The Company recorded a debt discount in the amount of $158,000 which is being accreted as interest expense over the term of the underlying note using the interest method. The warrants were converted to warrants to purchase common stock in November 2014. | ||||||||
Canadian Loan Agreement | ||||||||
In March, 2012, and as amended in March 2013, Tenrox Inc., a Canadian corporation and the Company’s wholly-owned subsidiary (the Canadian Subsidiary), entered into a loan and security agreement with Comerica Bank (as amended, the Canadian Loan Agreement). The Canadian Loan Agreement provides a secured accounts receivable revolving loan facility of up to $3.0 million and a secured term loan facility of up to $2.5 million, for a total loan facility of up to $5.5 million. As of December 31, 2014 and 2013, the Canadian Subsidiary had $3.0 million and $1.0 million, respectively, outstanding as revolving loans and $0.4 million and $1.7 million, respectively, as term loans under the Canadian Loan Agreement. | ||||||||
At September 30, 2014 and December 31, 2014, the Company would have been in violation of certain financial covenants under the U.S. Loan Agreement and Canadian Loan Agreement. However, the Company obtained a waiver of compliance with such financial covenants from Comerica Bank through March 31, 2015 and on March 23, 2015 the facility was amended into 60-month facility as described in Note 18 to the financial statements. | ||||||||
Revolving loans and term loans bear interest at a floating rate equal to Comerica Bank’s prime rate plus 1.75%. Interest on the revolving loans and the term loans is due and payable monthly. Revolving loans may be borrowed, repaid and reborrowed until April 11, 2017, when all outstanding revolving loan amounts must be repaid. The principal payments on the Canadian term loan and payment schedule remain the same as described above. The revolving loan facility and the term loan facility may be prepaid prior to their respective termination dates without penalty or premium. The revolving loan facility and the term loan facility may be prepaid prior to their respective termination dates without penalty or premium. | ||||||||
The U.S. Loan Agreement and Canadian Loan Agreement have priority in repayment to all other outstanding debt, subject to certain limited exceptions set forth in such agreements.The Canadian Subsidiary’s obligations under the loan facility are secured by a security interest on substantially all of its assets, including its intellectual property. Additionally, we and certain of our domestic subsidiaries provided guarantees of the loan facility secured by substantially all of our and such subsidiaries’ assets, including intellectual property. Furthermore, our other and future subsidiaries may be required to become co-borrowers or guarantors under the loan facility and grant a security interest on its assets in connection therewith. | ||||||||
The Canadian Loan Agreement and the security agreements contain customary affirmative covenants and customary negative covenants limiting our ability, the Canadian Subsidiary’s ability and the ability of our subsidiaries to, among other things, dispose of assets, undergo a change in control, merge or consolidate, make acquisitions, incur debt, incur liens, pay dividends, repurchase stock and make investments, in each case subject to certain exceptions. The Canadian Subsidiary must also comply with a minimum cash financial covenant, minimum fixed charge ratio financial covenant, maximum indebtedness to adjusted EBITDA financial covenant and minimum EBITDA financial covenant. | ||||||||
The Canadian Loan Agreement and the security agreements also contain customary events of default including, among others, payment defaults, breaches of covenants defaults, material adverse change defaults, bankruptcy and insolvency event defaults, cross defaults with certain material indebtedness, judgment defaults, and breaches of representations and warranties defaults. Upon an event of default, Comerica Bank may declare all or a portion of the Canadian Subsidiary’s outstanding obligations payable to be immediately due and payable and exercise other rights and remedies provided for under the loan facility, including a requirement that any guarantor pay all of the outstanding obligations under their respective guaranty and a right by Comerica Bank to exercise remedies under any security agreement related to such guaranty. During the existence of an event of default, interest on the obligations could be increased by 5.0%. | ||||||||
In connection with the entry into the Canadian Loan Agreement in February 2012, the Company granted Comerica Bank a warrant to purchase 19,675 shares of the Company’s Series A preferred stock at $6.10 per share. The warrant is exercisable for 10 years. The fair value of the warrant was not significant as of the date of issuance. The warrant was converted to a warrant to purchase common stock in November 2014. | ||||||||
Seller Notes | ||||||||
In May 2013, the Company issued seller notes payable in connection with the acquisition of FileBound. The notes have an aggregate principal amount of $3.5 million with 5% stated interest. $3.0 million of the notes are due in May 2015 and $500,000 of the notes are due in May 2016. | ||||||||
Debt Maturities | ||||||||
The Company believes the carrying value of its long-term debt at December 31, 2014 approximates its fair value based on the variable interest rate feature or based upon interest rates currently available to the Company. | ||||||||
Future debt maturities of long-term debt excluding debt discounts at December 31, 2014 are as follows, (in thousands): | ||||||||
Year ending December 31: | ||||||||
2015 | $ | 11,002 | ||||||
2016 | 5,375 | |||||||
2017 | 5,606 | |||||||
2018 | 1,463 | |||||||
Thereafter | — | |||||||
$ | 23,446 | |||||||
Convertible Promissory Notes | ||||||||
In October 2013, the Company issued $4.9 million of promissory notes to investors bearing interest at 5% per annum with a maturity date of October 2014. Such promissory notes are automatically converted into shares of preferred stock upon the occurrence of a qualified financing. The conversion price for the shares of preferred stock is 80% of the price paid by other investors in the qualified financing. Such conversion price represents a beneficial conversion feature in the amount of $1.2 million which was recorded as interest expense. In December 2013, all of the promissory notes were converted into shares of Series C preferred stock. Immediately prior to the closing of the Company's initial public offering on November 12, 2014, all outstanding shares of preferred stock were converted to shares of the Company's common stock. |
Net_Loss_Per_Common_Share
Net Loss Per Common Share | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Net Loss Per Common Share | Net Loss Per Common Share | ||||||||||||
The following table sets for the computations of loss per share (in thousands, except share and per share amounts): | |||||||||||||
Year Ended | |||||||||||||
December 31, 2014 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Numerators: | |||||||||||||
Loss from continuing operations attributable to common stockholders | $ | (20,117 | ) | $ | (8,555 | ) | $ | (4,298 | ) | ||||
Income (loss) from discontinued operations attributable to common stockholders | — | (642 | ) | 1,791 | |||||||||
Preferred stock dividends and accretion | (1,524 | ) | (98 | ) | (44 | ) | |||||||
Net loss attributable to common stockholders | $ | (21,641 | ) | $ | (9,295 | ) | $ | (2,551 | ) | ||||
Denominator: | |||||||||||||
Weighted–average common shares outstanding, basic and diluted | 4,889,901 | 1,196,668 | 751,416 | ||||||||||
Loss from continuing operations per share, basic and diluted | $ | (4.43 | ) | $ | (7.23 | ) | $ | (5.78 | ) | ||||
Loss from discontinued operations per share, basic and diluted | — | (0.54 | ) | 2.39 | |||||||||
Net loss per common share, basic and diluted | $ | (4.43 | ) | $ | (7.77 | ) | $ | (3.39 | ) | ||||
Due to the net losses for the years ended December 31, 2014, 2013, and 2012, 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: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Redeemable convertible preferred stock: | |||||||||||||
Series A preferred stock | — | 2,821,181 | 2,821,181 | ||||||||||
Series B preferred stock | — | 1,701,909 | 1,701,909 | ||||||||||
Series B–1 preferred stock | — | 237,740 | 131,168 | ||||||||||
Series B–2 preferred stock | — | 155,598 | — | ||||||||||
Series C preferred stock | — | 1,918,048 | — | ||||||||||
Stock options | 665,216 | 357,991 | 187,622 | ||||||||||
Restricted stock | 438,939 | 240,280 | 626,460 | ||||||||||
Total anti–dilutive common share equivalents | 1,104,155 | 7,432,747 | 5,468,340 | ||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||
Commitments and Contingencies | Commitments and Contingencies | |||||||||||
Operating Leases | ||||||||||||
The Company leases office space under operating leases that expire between 2015 and 2020. | ||||||||||||
Future minimum lease payments under operating and capital lease obligations are as follows (in thousands): | ||||||||||||
Capital | Operating | Purchase Commitments | ||||||||||
Leases | Leases | |||||||||||
2015 | $ | 989 | $ | 1,533 | $ | 2,132 | ||||||
2016 | 774 | 1,278 | ||||||||||
2017 | 624 | 917 | ||||||||||
2018 | 331 | 615 | ||||||||||
2019 | 11 | 460 | ||||||||||
Thereafter | — | 96 | ||||||||||
Total minimum lease payments | $ | 2,729 | $ | 4,899 | $ | 2,132 | ||||||
Less amount representing interest | (309 | ) | ||||||||||
Present value of capital lease obligations | 2,420 | |||||||||||
Less current portion of capital lease obligations | (887 | ) | ||||||||||
Long-term capital lease obligations | $ | 1,533 | ||||||||||
The Company has an outstanding purchase commitment for software development services pursuant to a technology services agreement in 2015 in the amount of $2.1 million. For years after 2015, the purchase commitment amount for software development services will be equal to the prior year purchase commitment increased (decreased) by the percentage change in total revenue for the prior year as compared to the preceding year. For example, if 2015 total revenues increase by 10% as compared to 2014 total revenues, then the 2016 purchase commitment would increase by approximately $210,000 from the 2015 purchase commitment amount to $2.3 million. | ||||||||||||
Total rent expense for the years ended December 31, 2014, 2013, and 2012 were approximately $1.9 million, $0.8 million, and $0.4 million, respectively. The current long-term portion of capital lease obligations are recorded in accrued expenses, other current, 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. | ||||||||||||
The Company has a letter of credit for an office lease with a bank in the amount of $100,000. | ||||||||||||
Litigation | ||||||||||||
In the normal course of business, the Company may become involved in various lawsuits and legal proceedings. While the ultimate results of these matters cannot be predicted with certainty, management does not expect them to have a material adverse effect on the consolidated financial position or results of operations of the Company. |
Property_and_Equipment_Net
Property and Equipment, Net | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and Equipment, Net | Property and Equipment, Net | |||||||
Property and equipment consisted of the following (in thousands) at: | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Equipment (included equipment under capital lease of $3,028 and $1,640 at December 31, 2014 and 2013, respectively) | $ | 7,712 | $ | 3,498 | ||||
Furniture and fixtures | 502 | 607 | ||||||
Leasehold improvements | 574 | 2,297 | ||||||
Accumulated depreciation (included equipment under capital lease of $1,194 and $1,080 at December 31, 2014 and 2013, respectively) | (4,858 | ) | (2,460 | ) | ||||
Property and equipment, net | $ | 3,930 | $ | 3,942 | ||||
Amortization of assets recorded under capital leases is included with depreciation expense. Depreciation and amortization expense on property and equipment was $2.3 million, $791,000 and $390,000 for the years ended December 31, 2014, 2013, and 2012, respectively. The Company recorded no impairment of property and equipment and recorded no gains or losses on the disposal of property and equipment during the years ended December 31, 2014, 2013, and 2012. |
Stockholders_Equity_and_StockB
Stockholders' Equity and Stock-Based Compensation | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Equity [Abstract] | ||||||||||||||
Stockholders' Equity and Stock-Based Compensation | Stockholders' Equity and Stock-Based Compensation | |||||||||||||
Common Stock | ||||||||||||||
All share and per share information for all periods presented has been adjusted to reflect the effect of a 6.099-for-one reverse stock split in November 2014. Our certificate of incorporation authorizes shares of stock as follows: 50,000,000 shares of 1 common stock and 5,000,000 shares of preferred stock. The common and preferred stock have a par value of $0.0001 per share. As of December 31, 2014 and 2013, 15,249,118 and 1,851,319 shares of common stock were outstanding, respectively and 0 and 6,834,476 of preferred stock were outstanding, respectively. | ||||||||||||||
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 July and October 2010, the Company issued 1,582,635 shares of restricted stock to three stockholders of the Company at $0.0001 per share for aggregate proceeds of $965. In October 2012, the Company issued 113,085 shares of restricted stock to an employee of the Company at $1.22 per share for aggregate proceeds of $138,000. These shares are subject to a repurchase option. If the holder’s status as an employee or service provider to the Company terminates, then the Company shall have the option to repurchase any shares that have not yet been released from the repurchase option at a price per share equal to the original purchase price. | |||||||||||||
• | In November 2013, the Company issued 155,599 shares of common stock valued at $275,000 in connection with the acquisition of ComSci. | |||||||||||||
• | 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 period. 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 period. 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 period. 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. | |||||||||||||
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, 2014, there were 665,210 options outstanding under the 2010 Plan. Following the effectiveness of the Company’s 2014 Plan (the "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, 2014, shares of common stock reserved for issuance under the 2014 Plan consist of 120,567 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, 2014, there were 41,664 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- | |||||||||||
Options | Average | Average | Average Fair | |||||||||||
Outstanding | Exercise | Remaining | Value | |||||||||||
Price | Contractual Life | per Share | ||||||||||||
(In Years) | ||||||||||||||
Outstanding at January 1, 2012 | 37,383 | $ | 0.3 | 9.25 | $ | 0.18 | ||||||||
Options granted | 173,844 | 1.22 | 0.79 | |||||||||||
Options forfeited | (23,605 | ) | 1.22 | 0.79 | ||||||||||
Outstanding at December 31, 2012 | 187,622 | $ | 1.04 | 9.65 | $ | 0.67 | ||||||||
Options granted | 191,045 | 1.77 | 0.91 | |||||||||||
Options forfeited | (20,676 | ) | 1.28 | 0.79 | ||||||||||
Outstanding at December 31, 2013 | 357,991 | $ | 1.4 | 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 vested and expected to vest at December 31, 2013 | 59,106 | $ | 0.79 | 8.04 | ||||||||||
Options vested and exercisable at December 31, 2013 | 56,675 | $ | 0.79 | 8.04 | ||||||||||
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 | ||||||||||
The aggregate intrinsic value of options vested during the years ended December 31, 2014 and 2013, was approximately $1.2 million and $206,000, respectively. The aggregate intrinsic value of options outstanding at December 31, 2014 and 2013, was approximately $3.4 million and $1.7 million, respectively. The aggregate intrinsic value of options exercisable, vested and expected to vest at December 31, 2014 was approximately $1.2 million. The total fair value of employee options vested during the years ended December 31, 2014 and 2013 was approximately $106,000 and $34,000, respectively. Unvested shares as of December 31, 2014 and 2013 have a weighted-average grant date fair value of $2.79 and $0.79 per share, respectively. | ||||||||||||||
Total stock-based compensation was approximately $1.1 million and $498,000 for the years ended December 31, 2014 and 2013, respectively. As of December 31, 2014, $3.9 million of unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 3.34 years. | ||||||||||||||
Restricted Stock Awards | ||||||||||||||
A summary of the Company’s restricted stock activity under the 2010 Plan is as follows: | ||||||||||||||
Number of Awards Outstanding | ||||||||||||||
Unvested balances at January 1, 2012 | 1,022,118 | |||||||||||||
Awards granted | 113,085 | |||||||||||||
Awards vested | (395,659 | ) | ||||||||||||
Unvested balances at December 31, 2012 | 739,544 | |||||||||||||
Awards granted | — | |||||||||||||
Awards vested | (499,265 | ) | ||||||||||||
Unvested balances at December 31, 2013 | 240,279 | |||||||||||||
Awards granted | 401,244 | |||||||||||||
Awards vested | (202,584 | ) | ||||||||||||
Unvested balances at December 31, 2014 | 438,939 | |||||||||||||
Share-based Compensation | ||||||||||||||
The Company recognized share-based compensation expense from all awards in the following expense categories (in thousands): | ||||||||||||||
Year Ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Cost of subscription and support revenue | $ | 30 | $ | 9 | $ | — | ||||||||
Cost of professional services revenue | 19 | 8 | — | |||||||||||
Sales and marketing | 39 | 15 | — | |||||||||||
Research and development | 61 | 12 | — | |||||||||||
General and administrative | 929 | 454 | 92 | |||||||||||
Total | $ | 1,078 | $ | 498 | $ | 92 | ||||||||
Redeemable_Convertible_Preferr
Redeemable Convertible Preferred Stock | 12 Months Ended | |
Dec. 31, 2014 | ||
Temporary Equity Disclosure [Abstract] | ||
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock | |
▪ | In 2011, the Company issued 2,652,110 shares of Series A redeemable convertible preferred stock for aggregate proceeds of $16.0 million, net of issuance costs of $199,000. | |
▪ | In January 2012, the Company issued 169,054 shares of Series A redeemable convertible preferred stock for aggregate proceeds of $1.0 million, net of issuance costs of $24,000. | |
▪ | In January 2012, the Company issued 1,701,909 shares of Series B redeemable convertible preferred stock for aggregate proceeds of $10.4 million, net of issuance costs of $22,000. | |
▪ | In November 2012, the Company issued 131,168 shares of Series B-1 redeemable convertible preferred stock valued at $800,000 in connection with the acquisition of EPM Live. Such shares are subject to forfeiture obligations based upon continued employment over a 24-month period. The Company is accounting for such shares as compensation as the shares vest. At 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 connection with the Company's IPO. | |
Voting | ||
Each holder of Preferred Stock, except for holders of Series B–2 redeemable convertible preferred stock, shall be entitled to the number of votes equal to the number of shares of common stock into which the shares of Preferred Stock held by such holder could be converted. The holders of Preferred Stock and the holders of common stock shall vote together and not as separate classes. Except as otherwise specifically required by applicable law, the holders of Series B–2 redeemable convertible preferred stock shall have no right to vote on any matters to be voted on by the stockholders of the Company. | ||
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. | ||
Liquidation Preference | ||
Upon any liquidation, dissolution, or winding up of the Company and its subsidiaries, whether voluntary or involuntary, the holders of Series C redeemable convertible preferred stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of Series A, B, B–1 and B–2 redeemable convertible preferred stock and holders of common stock by reason of their ownership of such stock, an amount per share for each share of Series C redeemable convertible preferred stock held by them equal to the sum of (i) $10.98 per share and (ii) all declared but unpaid dividends (if any) on such share of Series C redeemable convertible preferred stock, or such lesser amount as may be approved by the holders of the majority of the outstanding shares of Series C redeemable convertible preferred stock. If, upon the liquidation, dissolution, or winding up of the Company, the assets of the Company legally available for distribution to the holders of the Series C redeemable convertible preferred stock are insufficient to permit the payment to such holders of the full amounts, then the entire assets of the Company legally available for distribution shall be distributed with equal priority and pro rata among the holders of the Series C redeemable convertible preferred stock in proportion to the full amounts they would otherwise be entitled to receive. | ||
Upon any liquidation, dissolution, or winding up of the Company and its subsidiaries, whether voluntary or involuntary, and after payment in full of the amounts to which holders of Series C redeemable convertible preferred stock shall be entitled to receive, the holders of Series A, B, B–1 and B–2 redeemable convertible preferred stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of the common stock by reason of their ownership of such stock, an amount per share for each share of Series A, B, B–1 and B–2 redeemable convertible preferred stock held by them equal to the sum of (i) $6.10 per share and (ii) all declared but unpaid dividends (if any) on such share of preferred stock, or such lesser amount as may be approved by the holders of the majority of the outstanding shares of Series A, B, B–1 and B–2 redeemable convertible preferred stock. If, upon the liquidation, dissolution, or winding up of the Company, the assets of the Company legally available for distribution to the holders of the Series A, B, B–1 and B–2 redeemable convertible preferred stock are insufficient to permit the payment to such holders of the full amounts, then the entire assets of the Company legally available for distribution shall be distributed with equal priority and pro rata among the holders of Series A, B, B–1 and B–2 redeemable convertible preferred stock in proportion to the full amounts they would otherwise be entitled to receive. | ||
Redemption | ||
At any time after December 20, 2018, and at the election of the holders of at least two–thirds of the then–outstanding shares of Series A, B, and C redeemable convertible preferred stock, the Company shall redeem, out of funds legally available, all (but not less than all) outstanding shares of Series A, B, B–2 and C redeemable convertible preferred stock that have not been converted into common stock, in three equal annual installments. The Company shall redeem the shares of Series A, B and B–2 redeemable convertible preferred stock by paying in cash $6.10 per share, plus an amount equal to all declared and unpaid dividends, whether or not earned. The Company shall redeem the shares of Series C redeemable convertible preferred stock by paying in cash $10.98 per share, plus all accrued but unpaid cumulative dividends and any other declared but unpaid dividends thereon. If the funds legally available for redemption of the Series A, B, B–2 and C redeemable convertible preferred stock are insufficient to permit the payment to such holders of the full respective redemption prices, the Company shall first redeem all share of Series C redeemable convertible preferred stock and shall then use the remaining proceeds to effect such redemption pro rata among the holders of the Series A, B and B–2 redeemable convertible preferred stock so that each holder of Series A, B and B–2 redeemable convertible preferred stock shall receive a redemption payment equal to a fraction of the aggregate amount available for redemption. | ||
At any time after December 20, 2019 and at the election of a least a majority of the then–outstanding shares of Series C redeemable convertible preferred stock, the Company shall redeem in three equal annual installments all outstanding shares of Series C redeemable convertible preferred stock. | ||
The Series B–1 redeemable convertible preferred stock is not entitled to any redemption rights. However, because a majority of the Company’s outstanding stock is in the control of the convertible preferred stockholders who also control the Company’s Board of Directors, a hostile takeover or other sale could occur outside the Company’s control and thereby trigger a “deemed liquidation” and payment of liquidation preferences. Accordingly, the Company has classified convertible preferred stock outside of stockholders’ deficit for all periods presented. | ||
The Company adjusts the carrying value of the convertible preferred stock to the liquidation preferences of such shares at each reporting period-end. The change in the carrying value of the convertible preferred stock is recorded as a charge to additional paid–in capital, if any, and then to accumulated deficit. | ||
The Company has evaluated each of its series of convertible preferred stock and determined that each series should be considered an “equity host” and not a “debt host” as defined by ASC 815, Derivatives and Hedging. This evaluation is necessary in order to determine if any embedded features require bifurcation and, therefore, separate accounting as a derivative liability. The Company’s analysis followed the “whole instrument approach,” which compares an individual feature against the entire convertible preferred stock instrument that includes that feature. The Company’s analysis was based on a consideration of the convertible preferred stock’s economic characteristics and risks and, more specifically, evaluated all the stated and implied substantive features, including (i) whether the convertible preferred stock included redemption features, (ii) how and when any redemption features could be exercised, (iii) whether the holders of convertible preferred stock, were entitled to dividends, (iv) the voting rights of the convertible preferred stock and (v) the existence and nature of any conversion rights. As a result of the Company’s conclusion that the convertible preferred stock represents an equity host, the conversion feature of all series of convertible preferred stock is considered to be clearly and closely related to the associated convertible preferred stock host instrument. Accordingly, the conversion feature of all series of convertible preferred stock is not considered an embedded derivative that requires bifurcation. | ||
The Company accounts for potentially beneficial conversion features under ASC 740–20, Debt with Conversion and Other Options. At the time of each of the issuances of convertible preferred stock, the Company’s common stock into which each series of the Company’s convertible preferred stock is convertible had an estimated fair value less than the effective conversion prices of the convertible preferred stock. Therefore, there was no intrinsic value on the respective commitment dates. | ||
Conversion | ||
Each share of Preferred Stock shall be convertible, at the option of the holder, at any time after the date of issuance of such share, into that number of fully paid, nonassessable shares of common stock determined by dividing the original issue price for the relevant series (Series A redeemable convertible – $6.10, Series B redeemable convertible – $6.10, Series B–1 redeemable convertible – $6.10, Series B–2 redeemable convertible – $6.10, and Series C redeemable convertible – $10.98) by the conversion price for such series (Series A redeemable convertible – $6.10, Series B redeemable convertible – $6.10, Series B–1 redeemable convertible – $6.10, Series B–2 redeemable convertible – $6.10, and Series C redeemable convertible – $10.98). | ||
Each share of Preferred Stock shall automatically be converted into fully paid, nonassessable shares of common stock at the then–effective conversion rate for such share (i) immediately prior to the closing of a firm commitment, underwritten IPO pursuant to an effective registration statement filed under the Securities Act of 1933, covering the offer and sale of the Company’s common stock, provided that the offering price per share is not less than $14.82 if such event occurs on or before June 20, 2015, or $21.96 if such event occurs after June 20, 2015, and the aggregate gross proceeds to the Company exceed $25,000,000; (ii) with respect to Series A, B, B–1 and B–2 redeemable convertible preferred stock, upon the receipt by the Company of a written request for such conversion of holders of at least 50% of the then outstanding Series A, B, B–1, and B–2 redeemable convertible preferred stock entitled to vote; or (iii) with respect to Series C redeemable convertible preferred stock, upon receipt by the Company of a written request for such conversion from the holders of at least 50% of the Series C redeemable convertible preferred stock then outstanding, or, if later, the effective date for conversion specified in such requests. |
Preferred_Stock_Warrants
Preferred Stock Warrants | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Equity [Abstract] | ||||||
Preferred Stock Warrants | Preferred Stock Warrants | |||||
The Company had 19,675 Series A preferred stock warrants and 56,839 Series B redeemable convertible preferred stock warrants outstanding as of December 31, 2013 with an exercise price of $6.10 per share. All of these warrants were issued in connection with the loan agreements described in Note 7. The 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. The following table summarizes the inputs and assumptions used to develop their fair values: | ||||||
Series A Preferred Stock Warrant | ||||||
November 12, | December 31, | |||||
2014 | 2013 | 2012 | ||||
Stock Price | $12.00 | $10.67 | $1.22 | |||
Exercise price | $6.10 | $6.10 | $6.10 | |||
Expected volatility | 57.60% | 53.30% | 72.52% | |||
Risk-free interest rate | 1.65% | 1.75% | 1.36% | |||
Expected life in years | 4.25 | 5.12 | 7 | |||
Dividend yield | — | — | — | |||
Series B Preferred Stock Warrant | ||||||
November 12, | December 31, | |||||
2014 | 2013 | 2012 | ||||
Stock Price | $12.00 | $10.67 | $1.22 | |||
Exercise price | $6.10 | $6.10 | $6.10 | |||
Expected volatility | 57.60% | 53.30% | 72.52% | |||
Risk-free interest rate | 1.65% | 1.75% | 0.95% | |||
Expected life in years | 4.32 - 5.42 | 5.18-6.28 | 6.12 | |||
Dividend yield | — | — | — |
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans |
The Company has established two voluntary defined contribution retirement plans qualifying under Section 401(k) of the Internal Revenue Code. The Company made no contributions to the 401(k) plans for the years ended December 31, 2014, 2013, and 2012. |
Discontinued_Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2014 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations |
On November 6, 2013, the Company distributed all of the shares of its Visionael subsidiary to the Company’s stockholders in a spin-off. Since all shares of the subsidiary were distributed in 2013, the Company’s consolidated statements of operations have been presented to show the discontinued operations of the subsidiary separately from continuing operations for all periods presented. Since the transaction was between entities under common control, the distribution of the shares of the subsidiary did not result in a gain or loss on distribution as it was recorded at historical carrying values. |
Domestic_and_Foreign_Operation
Domestic and Foreign Operations | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Domestic and Foreign Operations [Abstract] | ||||||||||||
Domestic and Foreign Operations | Domestic and Foreign Operations | |||||||||||
Revenue by geography is based on the ship-to address of the customer, which is intended to approximate where the 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): | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Revenues: | ||||||||||||
U.S. | $ | 50,661 | $ | 31,166 | $ | 16,999 | ||||||
Canada | 3,713 | 3,509 | 2,920 | |||||||||
Other International | 10,200 | 6,518 | 2,844 | |||||||||
Total Revenues | $ | 64,574 | $ | 41,193 | $ | 22,763 | ||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Identifiable long-lived assets: | ||||||||||||
U.S. | $ | 3,330 | $ | 3,310 | $ | 637 | ||||||
Canada | 600 | 632 | 770 | |||||||||
Other International | — | — | — | |||||||||
Total identifiable long-lived assets | $ | 3,930 | $ | 3,942 | $ | 1,407 | ||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions |
In 2013, the Company borrowed and repaid monies from and to an investor in the Company pursuant to promissory notes (see Note 7). During the fiscal years ended December 31, 2014, 2013, and 2012, the Company purchased software development services pursuant to a technology services agreement with a company controlled by a non-management investor in the Company in the amount of $2.1 million, $2.1 million and $1.0 million, respectively. In January 2014, the Company issued 1,803,574 shares of common stock to this company in connection with the amendment of such technology services agreement and took a noncash charge of $11.2 million recorded in research and development expenses. The Company has an outstanding purchase commitment for additional software development services from this company in 2015 in the amount of $2.1 million. For years after 2015, the purchase commitment amount for software development services will be equal to the prior year purchase commitment increased (decreased) by the percentage change in total revenue for the prior year as compared to the preceding year. For example, if 2015 total revenues increase by 10% as compared to 2014 total revenues, then the 2016 purchase commitment would increase by approximately $210,000 from the 2015 purchase commitment amount to $2.3 million. At December 31, 2014, 2013, and 2012, amounts included in accounts payable owed to this company totaled $416,000, $0, and $1.0 million, respectively. | |
When the Company receives requested services as detailed by statements of work pursuant to the software development agreement, it determines whether such software development costs should be capitalized as either internally-used software or software to be sold or otherwise marketed. If such costs are not capitalizable, the Company expenses such costs as the services are received. If the Company anticipates that it will not utilize the full amount of the annual minimum fee, the estimated unused portion of the annual minimum fee is expensed at that time. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
The Company has evaluated subsequent events through the date the consolidated financial statements were available for issuance. | |
On March 23, 2015, the Company amended the U.S. Loan Agreement. The amended U.S. Loan Agreement provides the Company and certain of its subsidiaries, as co-borrowers, a secured accounts receivable revolving loan facility of up to $5.0 million, none of which is currently outstanding, and a secured term loan facility of $15.8 million representing the current amount outstanding under the U.S. term loan. | |
Revolving loans and term loans bear interest at a floating rate equal to Comerica Bank’s prime rate plus 1.75% (5% at December 31, 2012, 2013, and 2014). Interest on the revolving loans and the term loans is due and payable monthly. Revolving loans may be borrowed, repaid and reborrowed until April 11, 2017 when all outstanding revolving loan amounts must be repaid. The principal payments on the U.S. term loan and payment schedule remain the same as described above. The revolving loan facility and the term loan facility may be prepaid prior to their respective termination dates without penalty or premium. Starting June 1, 2015, the Company and the other borrowers may be required to begin prepaying certain term loan advances with a percentage of our excess cash flow, if any. | |
The Company’s obligations and the obligations of the other borrowers under the loan facility are secured by a security interest on substantially all of the Company’s assets and the other borrowers’ assets, including intellectual property. The Company’s other and future subsidiaries may also be required to become co-borrowers or guarantors under the loan facility and grant a security interest on their assets in connection therewith. | |
The U.S. Loan Agreement contains customary affirmative covenants and customary negative covenants limiting the Company’s ability and the ability of the Company’s subsidiaries to, among other things, dispose of assets, undergo a change in control, merge or consolidate, make acquisitions, incur debt, incur liens, pay dividends, repurchase stock and make investments, in each case subject to certain exceptions. Through December 30, 2016, the Company and its consolidated subsidiaries must comply with a minimum recurring revenue financial covenant, minimum cash financial covenant, and minimum adjusted EBITDA financial covenant. Commencing December 31, 2016, the Company and its consolidated subsidiaries must comply with a maximum total senior debt to adjusted EBITDA financial covenant, a maximum total debt to adjusted EBITDA financial covenant and a minimum fixed charge coverage ratio financial covenant. | |
The U.S. Loan Agreement also contains customary events of default including, among others, payment defaults, breaches of covenants defaults, material adverse change defaults, bankruptcy and insolvency event defaults, cross defaults with certain material indebtedness, judgment defaults, and breaches of representations and warranties defaults. Upon an event of default, Comerica Bank may declare all or a portion of the outstanding obligations payable to be immediately due and payable and exercise other rights and remedies provided for under the loan facility and any related guaranty, including a requirement that any guarantor pay all of the outstanding obligations under its guaranty and a right by Comerica Bank to exercise remedies under any security agreement related to such guaranty. During the existence of an event of default, interest on the obligations could be increased by 5%. | |
On March 23, 2015, Upland Software Inc. f/k/a Tenrox Inc., the Company’s wholly-owned subsidiary (the “Canadian Subsidiary”) amended its Loan and Security Agreement with Comerica Bank (the "Canadian Loan Agreement") to, among other things, add Solution Q Inc., the Canadian Subsidiary’s wholly-owned subsidiary (“Solution Q”), as a co-borrower. The amended Canadian Loan Agreement provides the Canadian Subsidiary and Solution Q, as co-borrowers, a secured accounts receivable revolving loan facility of up to $3.0 million representing the current amount outstanding under the Canadian revolving loan and a secured term loan facility of $104,167 representing the current amount outstanding under the Canadian term loan. | |
Revolving loans and term loans bear interest at a floating rate equal to Comerica Bank’s prime rate plus 1.75%. Interest on the revolving loans and the term loans is due and payable monthly. Revolving loans may be borrowed, repaid and reborrowed until April 11, 2017, when all outstanding revolving loan amounts must be repaid. The principal payments on the Canadian term loan and payment schedule remain the same as described above. The revolving loan facility and the term loan facility may be prepaid prior to their respective termination dates without penalty or premium. The revolving loan facility and the term loan facility may be prepaid prior to their respective termination dates without penalty or premium. | |
The Canadian Subsidiary’s obligations and the obligations of Solution Q under the loan facility are secured by a security interest on substantially all of their assets, including their intellectual property. Additionally, we and certain of our domestic subsidiaries provided guarantees of the loan facility secured by substantially all of our and such subsidiaries’ assets, including intellectual property. Furthermore, our other and future subsidiaries may be required to become co-borrowers or guarantors under the loan facility and grant a security interest on its assets in connection therewith. | |
The Canadian Loan Agreement and the security agreements contain customary affirmative covenants and customary negative covenants limiting our ability, the Canadian Subsidiary’s ability, Solution Q's ability and the ability of our other subsidiaries to, among other things, dispose of assets, undergo a change in control, merge or consolidate, make acquisitions, incur debt, incur liens, pay dividends, repurchase stock and make investments, in each case subject to certain exceptions. Through December 30, 2016, we and our consolidated subsidiaries must comply with a minimum recurring revenue financial covenant, minimum cash financial covenant, and minimum adjusted EBITDA financial covenant. Commencing December 31, 2016, we and our consolidated subsidiaries must comply with a maximum total senior debt to adjusted EBITDA financial covenant, a maximum total debt to adjusted EBITDA financial covenant and a minimum fixed charge coverage ratio financial covenant. | |
The Canadian Loan Agreement and the security agreements also contain customary events of default including, among others, payment defaults, breaches of covenants defaults, material adverse change defaults, bankruptcy and insolvency event defaults, cross defaults with certain material indebtedness, judgment defaults, and breaches of representations and warranties defaults. Upon an event of default, Comerica Bank may declare all or a portion of the Canadian Subsidiary’s and Solution Q's outstanding obligations payable to be immediately due and payable and exercise other rights and remedies provided for under the loan facility, including a requirement that any guarantor pay all of the outstanding obligations under their respective guaranty and a right by Comerica Bank to exercise remedies under any security agreement related to such guaranty. During the existence of an event of default, interest on the obligations could be increased by 5.0%. |
Quarterly_Results
Quarterly Results | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||||||||||||||
Quarterly Results | 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, 2014. 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. | |||||||||||||||||||||||||||||||||
Quarter Ended | |||||||||||||||||||||||||||||||||
March 31, | June 30, | September | 31-Dec-13 | March 31, | June 30, | 30-Sep-14 | 31-Dec-14 | ||||||||||||||||||||||||||
2013 | 2013 | 30, 2013 | 2014 | 2014 | |||||||||||||||||||||||||||||
Consolidated Statements of Operations Data: | (in thousands, unaudited) | ||||||||||||||||||||||||||||||||
Revenue: | |||||||||||||||||||||||||||||||||
Subscription and support | $ | 6,810 | $ | 7,372 | $ | 7,731 | $ | 8,974 | $ | 11,737 | $ | 11,805 | $ | 12,368 | $ | 12,715 | |||||||||||||||||
Perpetual license | 35 | 453 | 647 | 868 | 440 | 657 | 850 | 840 | |||||||||||||||||||||||||
Total product revenue | 6,845 | 7,825 | 8,378 | 9,842 | 12,177 | 12,462 | 13,218 | 13,555 | |||||||||||||||||||||||||
Professional services | 1,805 | 2,192 | 2,014 | 2,292 | 3,436 | 3,749 | 3,057 | 2,920 | |||||||||||||||||||||||||
Total revenue | 8,650 | 10,017 | 10,392 | 12,134 | 15,613 | 16,211 | 16,275 | 16,475 | |||||||||||||||||||||||||
Cost of revenue: | |||||||||||||||||||||||||||||||||
Subscription and support(1)(2) | 1,484 | 1,787 | 2,087 | 2,429 | 3,258 | 3,346 | 3,488 | 3,950 | |||||||||||||||||||||||||
Professional services(1) | 1,350 | 1,505 | 1,400 | 1,425 | 2,397 | 2,340 | 2,305 | 2,037 | |||||||||||||||||||||||||
Total cost of revenue | 2,834 | 3,292 | 3,487 | 3,854 | 5,655 | 5,686 | 5,793 | 5,987 | |||||||||||||||||||||||||
Gross profit | 5,816 | 6,725 | 6,905 | 8,280 | 9,958 | 10,525 | 10,482 | 10,488 | |||||||||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||||||||||
Sales and marketing(1) | 1,931 | 2,472 | 2,726 | 3,496 | 3,136 | 4,015 | 3,767 | 3,752 | |||||||||||||||||||||||||
Research and development(1) | 2,087 | 2,319 | 2,730 | 3,204 | 14,899 | 3,494 | 3,793 | 3,979 | |||||||||||||||||||||||||
Refundable Canadian tax credits | (149 | ) | (147 | ) | (144 | ) | (143 | ) | (136 | ) | (138 | ) | (138 | ) | (682 | ) | |||||||||||||||||
General and administrative(1) | 1,315 | 1,605 | 1,662 | 2,250 | 2,623 | 3,053 | 3,555 | 4,330 | |||||||||||||||||||||||||
Depreciation and amortization | 562 | 1,685 | 688 | 735 | 1,055 | 1,066 | 1,067 | 1,122 | |||||||||||||||||||||||||
Acquisition-related expenses | 9 | 519 | 22 | 911 | 290 | 231 | 108 | 1,557 | |||||||||||||||||||||||||
Total operating expenses | 5,755 | 8,453 | 7,684 | 10,453 | 21,867 | 11,721 | 12,152 | 14,058 | |||||||||||||||||||||||||
Income (loss) from operations | 61 | (1,728 | ) | (779 | ) | (2,173 | ) | (11,909 | ) | (1,196 | ) | (1,670 | ) | (3,570 | ) | ||||||||||||||||||
Other expense: | |||||||||||||||||||||||||||||||||
Interest expense, net | (223 | ) | (324 | ) | (434 | ) | (1,816 | ) | (415 | ) | (419 | ) | (397 | ) | (720 | ) | |||||||||||||||||
Other expense, net | (46 | ) | 119 | 49 | (553 | ) | 114 | (482 | ) | 60 | 409 | ||||||||||||||||||||||
Total other expense | (269 | ) | (205 | ) | (385 | ) | (2,369 | ) | (301 | ) | (901 | ) | (337 | ) | (311 | ) | |||||||||||||||||
Loss before provision for income taxes | (208 | ) | (1,933 | ) | (1,164 | ) | (4,542 | ) | (12,210 | ) | (2,097 | ) | (2,007 | ) | (3,881 | ) | |||||||||||||||||
Provision for income taxes | (243 | ) | 110 | (69 | ) | (506 | ) | (410 | ) | (280 | ) | (438 | ) | 1,206 | |||||||||||||||||||
Loss from continuing operations | (451 | ) | (1,823 | ) | (1,233 | ) | (5,048 | ) | (12,620 | ) | (2,377 | ) | (2,445 | ) | (2,675 | ) | |||||||||||||||||
Income (loss) from discontinued operations | (139 | ) | (177 | ) | (195 | ) | (131 | ) | — | — | — | — | |||||||||||||||||||||
Net income (loss) | (590 | ) | (2,000 | ) | (1,428 | ) | (5,179 | ) | (12,620 | ) | (2,377 | ) | (2,445 | ) | (2,675 | ) | |||||||||||||||||
Preferred stock dividends and accretion | (11 | ) | (11 | ) | (11 | ) | (65 | ) | (435 | ) | (440 | ) | (445 | ) | (204 | ) | |||||||||||||||||
Net loss attributable to common shareholders | $ | (601 | ) | $ | (2,011 | ) | $ | (1,439 | ) | $ | (5,244 | ) | $ | (13,055 | ) | $ | (2,817 | ) | $ | (2,890 | ) | $ | (2,879 | ) | |||||||||
Net loss per common share: | |||||||||||||||||||||||||||||||||
Loss from continuing operations per common share, basic and diluted | $ | (0.22 | ) | $ | (1.63 | ) | $ | (1.01 | ) | $ | (3.57 | ) | $ | (4.48 | ) | $ | (0.80 | ) | $ | (0.80 | ) | $ | (0.30 | ) | |||||||||
Income (loss) from discontinued operations per common share, basic and diluted | $ | (0.07 | ) | $ | (0.16 | ) | $ | (0.16 | ) | $ | (0.09 | ) | $ | — | $ | — | $ | — | $ | — | |||||||||||||
Net loss per common share, basic and diluted | $ | (0.29 | ) | $ | (1.79 | ) | $ | (1.17 | ) | $ | (3.66 | ) | $ | (4.48 | ) | $ | (0.80 | ) | $ | (0.80 | ) | $ | (0.30 | ) | |||||||||
Weighted-average common shares outstanding, basic and diluted | 2,123,813 | 1,127,152 | 1,232,626 | 1,430,233 | 2,916,949 | 3,533,198 | 3,602,156 | 9,507,246 | |||||||||||||||||||||||||
(1) includes stock-based compensation | |||||||||||||||||||||||||||||||||
(2) Includes depreciation and amortization | |||||||||||||||||||||||||||||||||
Quarter Ended | |||||||||||||||||||||||||||||||||
Percentage of revenue: | March 31, | June 30, | September 30, 2013 | 31-Dec-13 | March 31, | June 30, | 30-Sep-14 | 31-Dec-14 | |||||||||||||||||||||||||
2013 | 2013 | 2014 | 2014 | ||||||||||||||||||||||||||||||
Consolidated Statements of Operations Data: | |||||||||||||||||||||||||||||||||
Revenue: | |||||||||||||||||||||||||||||||||
Subscription and support | 79 | % | 74 | % | 74 | % | 74 | % | 75 | % | 73 | % | 76 | % | 77 | % | |||||||||||||||||
Perpetual license | — | % | 5 | % | 6 | % | 7 | % | 3 | % | 4 | % | 5 | % | 5 | % | |||||||||||||||||
Total product revenue | 79 | % | 79 | % | 80 | % | 81 | % | 78 | % | 77 | % | 81 | % | 82 | % | |||||||||||||||||
Professional services | 21 | % | 21 | % | 20 | % | 19 | % | 22 | % | 23 | % | 19 | % | 18 | % | |||||||||||||||||
Total revenue | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||||||||||||||
Cost of revenue: | |||||||||||||||||||||||||||||||||
Subscription and support(1)(2) | 17 | % | 18 | % | 20 | % | 20 | % | 21 | % | 21 | % | 21 | % | 24 | % | |||||||||||||||||
Professional services(1) | 16 | % | 15 | % | 13 | % | 12 | % | 15 | % | 14 | % | 14 | % | 12 | % | |||||||||||||||||
Total cost of revenue | 33 | % | 33 | % | 33 | % | 32 | % | 36 | % | 35 | % | 35 | % | 36 | % | |||||||||||||||||
Gross profit | 67 | % | 67 | % | 67 | % | 68 | % | 64 | % | 65 | % | 65 | % | 64 | % | |||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||||||||||
Sales and marketing(1) | 22 | % | 25 | % | 26 | % | 29 | % | 20 | % | 25 | % | 23 | % | 23 | % | |||||||||||||||||
Research and development(1) | 24 | % | 23 | % | 26 | % | 26 | % | 95 | % | 22 | % | 23 | % | 24 | % | |||||||||||||||||
Refundable Canadian tax credits | (2 | )% | (1 | )% | (1 | )% | (1 | )% | (1 | )% | (1 | )% | (1 | )% | (4 | )% | |||||||||||||||||
General and administrative(1) | 15 | % | 16 | % | 16 | % | 19 | % | 17 | % | 19 | % | 22 | % | 26 | % | |||||||||||||||||
Depreciation and amortization | 6 | % | 17 | % | 7 | % | 6 | % | 7 | % | 7 | % | 7 | % | 7 | % | |||||||||||||||||
Acquisition-related expenses | — | % | 5 | % | — | % | 8 | % | 2 | % | 1 | % | 1 | % | 9 | % | |||||||||||||||||
Total operating expenses | 65 | % | 85 | % | 74 | % | 87 | % | 140 | % | 73 | % | 75 | % | 85 | % | |||||||||||||||||
Income (loss) from operations | 2 | % | (18 | )% | (7 | )% | (19 | )% | (76 | )% | (8 | )% | (10 | )% | (21 | )% | |||||||||||||||||
Other expense: | |||||||||||||||||||||||||||||||||
Interest expense, net | (3 | )% | (3 | )% | (4 | )% | (15 | )% | (3 | )% | (3 | )% | (2 | )% | (4 | )% | |||||||||||||||||
Other expense, net | (1 | )% | 1 | % | — | % | (5 | )% | 1 | % | (3 | )% | — | % | 2 | % | |||||||||||||||||
Total other expense | (4 | )% | (2 | )% | (4 | )% | (20 | )% | (2 | )% | (6 | )% | (2 | )% | (2 | )% | |||||||||||||||||
Loss before provision for income taxes | (2 | )% | (20 | )% | (11 | )% | (39 | )% | (78 | )% | (14 | )% | (12 | )% | (23 | )% | |||||||||||||||||
Provision for income taxes | (3 | )% | 1 | % | (1 | )% | (4 | )% | (3 | )% | (2 | )% | (3 | )% | 7 | % | |||||||||||||||||
Loss from continuing operations | (5 | )% | (19 | )% | (12 | )% | (43 | )% | (81 | )% | (16 | )% | (15 | )% | (16 | )% | |||||||||||||||||
Income (loss) from discontinued operations | (2 | )% | (2 | )% | (2 | )% | (1 | )% | — | % | — | % | — | % | — | % | |||||||||||||||||
Net income (loss) | (7 | )% | (21 | )% | (14 | )% | (44 | )% | (81 | )% | (16 | )% | (15 | )% | (16 | )% | |||||||||||||||||
Preferred stock dividends and accretion | — | % | — | % | — | % | (1 | )% | (3 | )% | (3 | )% | (3 | )% | (1 | )% | |||||||||||||||||
Net loss attributable to common shareholders | (7 | )% | (21 | )% | (14 | )% | (45 | )% | (84 | )% | (19 | )% | (18 | )% | (17 | )% | |||||||||||||||||
(1) includes stock-based compensation | |||||||||||||||||||||||||||||||||
(2) Includes depreciation and amortization | |||||||||||||||||||||||||||||||||
Our revenue increased in each of the quarters presented above as a result of growth in the number of customers using our applications. This growth is due to our acquisitions of PowerSteering and Tenrox in the first fiscal quarter of 2012, EPM Live in the fourth fiscal quarter of 2012, FileBound in the second fiscal quarter of 2013, ComSci and Clickability in the fourth fiscal quarter of 2013, and Solution Q and Mobile Commons in the fourth fiscal quarter of 2014. | |||||||||||||||||||||||||||||||||
Cost of product revenue and cost of professional services revenue increased primarily due to increased personnel and related costs and travel and related costs associated with the acquisitions from fiscal 2012 to fiscal 2014. | |||||||||||||||||||||||||||||||||
Sales and marketing expense increased primarily due to acquisitions from fiscal 2012 to fiscal 2014 as well as increased marketing expenses mainly in the form of a new company-branding campaign and marketing events, including our first user conference in the fourth fiscal quarter of 2013. | |||||||||||||||||||||||||||||||||
Research and development expenses increased primarily due to increased personnel and related costs and contractor fees each associated with acquisitions from fiscal 2012 to fiscal 2014. In January 2014, we issued 1,803,574 shares of common stock in connection with an amendment of a technology service agreement with a related party and took a non-cash charge of $11.2 million. See Note 17 to the consolidated financial statements for further details of the agreement. | |||||||||||||||||||||||||||||||||
Refundable Canadian tax credits increased by approximately $540,000 during the quarter ending December 31, 2014 due to favorable Canadian Revenue Agency tax audit results. The incremental tax credits reported for the quarter ending December 31, 2014 is not expected to continue. | |||||||||||||||||||||||||||||||||
General and administrative expenses increased primarily due to professional and contractor fees associated with operating as a public company, and personnel and related costs related to the acquisitions from fiscal 2012 to fiscal 2014. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation | |
These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or GAAP. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. | ||
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, warrant liabilities, acquired intangible assets, the useful lives of intangible assets and property and equipment, and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ from those estimates. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents | |
Cash and cash equivalents consist of cash deposits and liquid investments with original maturities of three months or less when purchased. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments. | ||
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts | |
The Company extends credit to the majority of its customers. Issuance of credit is based on ongoing credit evaluations by the Company of customers’ financial condition and generally requires no collateral. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Invoices generally require payment within 30 days from the invoice date. The Company generally does not charge interest on past due payments, although the Company's contracts with its customers usually allow it to do so. | ||
The Company maintains an allowance for doubtful accounts to reserve for potential uncollectible receivables. The allowance is based upon the creditworthiness of the Company’s customers, the customers’ historical payment experience, the age of the receivables and current market conditions. Provisions for potentially uncollectible accounts are recorded in sales and marketing expenses. The Company writes off accounts receivable balances to the allowance for doubtful accounts when it becomes likely that they will not be collected. | ||
Concentrations of Credit Risk and Significant Customers | Concentrations of Credit Risk and Significant Customers | |
Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are placed with high-quality financial institutions, which, at times, may exceed federally insured limits. The Company has not experienced any losses in these accounts, and the Company does not believe it is exposed to any significant credit risk related to cash and cash equivalents. The Company provides credit, in the normal course of business, to a number of its customers. The Company performs periodic credit evaluations of its customers and generally does not require collateral. No individual customer represented more than 10% of total revenues in the years ended December 31, 2014, 2013, or 2012, or more than 10% of accounts receivable as of December 31, 2014 or 2013. | ||
Property and Equipment | Property and Equipment | |
Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over each asset’s useful life. Leasehold improvements are amortized over the shorter of the lease term of the estimated useful lives of the related assets. Upon retirement or disposal, the cost of each asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs, maintenance, and minor replacements are expensed as incurred. The estimated useful lives of property and equipment are as follows: | ||
Computer hardware and equipment | 3 - 5 years | |
Purchased software and licenses | 3 - 5 years | |
Furniture and fixtures | 7 years | |
Leasehold improvements | Lesser of estimated useful life or lease term | |
Goodwill and Other Intangibles | Goodwill and Other Intangibles | |
Goodwill arises from business combinations and is measured as the excess of the cost of the business acquired over the sum of the acquisition-date fair value of tangible and identifiable intangible assets acquired, less any liabilities assumed. | ||
Goodwill is evaluated for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The events and circumstances considered by the Company include the business climate, legal factors, operating performance indicators and competition. | ||
The Company evaluates the recoverability of goodwill using a two-step impairment process tested at the reporting unit level. The Company has one reporting unit for goodwill impairment purposes. In the first step, the fair value of the reporting unit is compared to the book value, including goodwill. In the case that the fair value is less than the book value, a second step is performed that compares the implied fair value of goodwill to the book value of goodwill. The fair value for the implied goodwill is determined based on the difference between the fair value of the reporting unit and the net fair value of the identifiable assets and liabilities, excluding goodwill. If the implied fair value of the goodwill is less than the book value, the difference is recognized as an impairment charge in the consolidated statement of operations. No goodwill impairment charges were recorded during the years ended December 31, 2014, 2013, or 2012. | ||
Identifiable intangible assets consist of customer relationships, marketing-related intangible assets and developed technology. Intangible assets with definite lives are amortized over their estimated useful lives on a straight-line basis. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. | ||
Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of intangible assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. The Company evaluates the recoverability of intangible assets by comparing their carrying amounts to the future net undiscounted cash flows expected to be generated by the intangible assets. If such intangible assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the intangible assets exceeds the fair value of the assets. | ||
The Company determines fair value based on discounted cash flows using a discount rate commensurate with the risk inherent in the Company’s current business model for the specific intangible asset being valued. The Company determined there was an impairment of the PowerSteering trade name of $1.1 million during 2013. There were no such impairments during 2014 and 2012. | ||
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. Technology feasibility is established upon the completion of a working model. Costs incurred by the Company between establishment of technological feasability and the point at which the product is ready for general release are capitalized, subject to their recoverability, and amortized over the economic life of the related products. Because the Company believes its current process for developing its software products essentially results in the completion of a working product concurrent with the establishment of technological feasibility, no software development costs have been capitalized to date. | ||
Deferred Financing Costs | Deferred Financing Costs | |
The Company capitalizes underwriting, legal, and other direct costs incurred related to the issuance of debt, which are recorded as deferred charges and amortized to interest expense over the term of the related debt using the effective interest rate method. Upon the extinguishment of the related debt, any unamortized capitalized deferred financing costs are recorded to interest expense. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | |
The Company accounts for financial instruments in accordance with the authoritative guidance on fair value measurements and disclosures for financial assets and liabilities. This guidance defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. The guidance also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. | ||
These tiers include Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions. | ||
The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, and accounts payable, long–term debt and warrant liabilities. The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value, primarily due to short maturities. The carrying values of the Company’s debt instruments approximated their fair value based on rates currently available to the Company. The carrying values of warrant liabilities are marked to the market at each reporting period. | ||
Revenue Recognition | Revenue Recognition | |
The Company derives revenue from product revenue, consisting of subscription, support and perpetual licenses, and professional services revenues. The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists, delivery of the product or services has occurred, no Company obligations with regard to implementation considered essential to the functionality remain, the fee is fixed or determinable and collectability is probable. | ||
Subscription and Support Revenue | ||
The Company derives subscription revenues by providing its software-as-a-service solution to customers in which the customer does not have the right to take possession of the software, but can use the software for the contracted term. The Company accounts for these arrangements as service contracts. Subscription and support revenues are recognized on a straight-line basis over the term of the contractual arrangement, typically one to three years. Amounts that have been invoiced and that are due are recorded in deferred revenue or revenue, depending on when the criteria for revenue recognition are met. Revenue from usage-based services are recognized in the month in which such usage is reported. | ||
The Company may provide hosting services to customers who purchased a perpetual license. Such hosting services are recognized ratably over the applicable term of the arrangement. These hosting arrangements are typically for a period of one to three years. | ||
Software maintenance agreements provide technical support and the right to unspecified upgrades on an if-and-when-available basis. Revenue from maintenance agreements is recognized ratably over the life of the related agreement, which is typically one year. | ||
Perpetual License Revenue | ||
The Company also records revenue from the sales of proprietary software products under perpetual licenses. For license agreements in which customer acceptance is a condition to earning the license fees, revenue is not recognized until acceptance occurs. The Company’s products do not require significant customization. Revenue on arrangements with customers who are not the ultimate users (primarily resellers) is not recognized until the product is delivered to the end user. Perpetual licenses are sold along with software maintenance and, sometimes, hosting agreements. When vendor specific objective evidence (VSOE) of fair value exists for the software maintenance and hosting agreement, the perpetual license is recognized under the residual method whereby the fair value of the undelivered software maintenance and hosting agreement is deferred and the remaining contract value is recognized immediately for the delivered perpetual license. When VSOE of fair value does not exist for the either the software maintenance or hosting agreement, the entire contract value is recognized ratably over the underlying software maintenance and/or hosting period. | ||
Professional Services Revenue | ||
Professional services provided with perpetual licenses consist of implementation fees, data extraction, configuration, and training. The Company’s implementation and configuration services do not involve significant customization of the software and are not considered essential to the functionality. Revenues from professional services are recognized as such services are provided when VSOE of fair value exists for such services and all undelivered elements such as software maintenance and/or hosting agreements. VSOE of fair value for services is based upon the price charged when these services are sold separately, and is typically an hourly rate. When VSOE of fair value does not exist for software maintenance and/or hosting agreements, revenues from professional services are recognized ratably over the underlying software maintenance and/or hosting period. | ||
Professional services, when sold with the subscription arrangements, are accounted for separately when these services have value to the customer on a standalone basis and there is objective and reliable evidence of fair value for each deliverable. When accounted for separately, revenues are recognized as the services are rendered for time and material contracts. For those arrangements where the elements do not qualify as a separate unit of accounting, the Company recognizes professional services ratably over the contractual life of the related application subscription arrangement. Currently, all professional services are accounted for separately as all have value to the customer on a standalone basis. | ||
Multiple Element Arrangements | ||
The Company enters into arrangements with multiple-element that generally include subscriptions and implementation and other professional services. | ||
For multiple-element arrangements, arrangement consideration is allocated to deliverables based on their relative selling price. In order to treat deliverables in a multiple-element arrangement as separate units of accounting, the elements must have standalone value upon delivery. If the elements have standalone value upon delivery, each element must be accounted for separately. The Company’s subscription services have standalone value as such services are often sold separately. In determining whether implementation and other professional services have standalone value apart from the subscription services, the Company considers various factors including the availability of the services from other vendors. The Company has concluded that the implementation services included in multiple-element arrangements have standalone value. As a result, when implementation and other professional services are sold in a multiple-element arrangement, the arrangement consideration is allocated to the identified separate units based on a relative selling price hierarchy. The selling price for a element is based on its VSOE of selling price, if available, third-party evidence of selling price, or TPE, if VSOE is not available or best estimate of selling price, or BESP, if neither VSOE nor TPE is available. The Company has not established VSOE for its subscription services due to lack of pricing consistency, the introduction of new services and other factors. The Company has determined that TPE is not a practical alternative due to differences in its service offerings compared to other parties and the availability of relevant third-party pricing information. Accordingly, the Company uses BESP to determine the relative selling price. | ||
The Company determined BESP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the Company’s discounting practices, the size and volume of its transactions, customer characteristics, price lists, go-to-market strategy, historical standalone sales and agreement prices. As the Company’s go-to-market strategies evolve, it may modify its pricing practices in the future, which could result in changes in relative selling prices, and include both VSOE and BESP. | ||
Deferred Revenue | ||
Deferred revenue represents either customer advance payments or billings for which the aforementioned revenue recognition criteria have not yet been met. | ||
Cost of Revenues | Cost of Revenue | |
Cost of revenue primarily consists of salaries and related expenses (e.g. bonuses, employee benefits, and payroll taxes) for personnel directly involved in the delivery of services and products directly to customers. Cost of revenue also includes the amortization of acquired technology. | ||
Customer Contract Acquisition Costs | Customer Contract Acquisition Costs | |
Costs associated with the acquisition or origination of customer contracts are expensed as incurred. | ||
Redeemable Preferred Stock Warrant Liability | Redeemable Preferred Stock Warrant Liability | |
Warrants to purchase the Company's redeemable preferred stock are classified as liabilities in the accompanying balance sheet and are recorded at fair value. The warrants are marked to market each reporting period, with the change in fair value recorded as a gain (loss) in the accompanying consolidated statement of operations. | ||
Advertising Costs | Advertising Costs | |
Advertising costs are expensed in the period incurred. | ||
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 accounts for uncertainty of income taxes based on a “more likely than not” threshold for the recognition and derecognition of tax positions, which includes the accounting for interest and penalties. | ||
Stock-Based Compensation | Stock-Based Compensation | |
Stock options awarded to employees and directors are measured at fair value at each grant date. The Company accounts for stock-based compensation in accordance with authoritative accounting principles which require all share-based compensation to employees, including grants of employee stock options, to be recognized in the financial statements based on their estimated fair value. Compensation expense is determined under the fair value method using the Black-Scholes option pricing model and recognized ratably over the period the awards vest. The Black-Scholes option pricing model used to compute share-based compensation expense requires extensive use of accounting judgment and financial estimates. Items requiring estimation include the expected term option holders will retain their vested stock options before exercising them, the estimated volatility of the Company’s common stock price over the expected term of each stock option, and the number of stock options that will be forfeited prior to the completion of their vesting requirements. Application of alternative assumptions could result in significantly different share-based compensation amounts being recorded in the financial statements. | ||
The following table summarizes the weighted-average grant-date fair value of options granted in 2014, 2013, and 2012 and the assumptions used to develop their fair values.The Company estimates the fair value of options granted using the Black-Scholes options pricing model. As there was no public market for its common stock 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 | |
Certain transactions are denominated in a currency other than the Company's functional currency, and the Company generates certain assets and liabilities that are fixed in terms of the amount of foreign currency that will be received or paid. At each balance sheet date, the Company adjusts the assets and liabilities to reflect the current exchange rate, resulting in a translation gain or loss. Transaction gains and losses are also realized upon a settlement of a foreign currency transaction in determining net loss for the period in which the transaction is settled. | ||
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 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, 2014, 2013, and 2012, basic and diluted net loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive. | ||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | |
In May 2014, the FASB issued FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance provides a five-step process to achieve that core principle. ASU 2014-09 requires disclosures enabling users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, using one of two retrospective application methods. Early application is not permitted. The Company is currently evaluating the impact of the provisions of ASC 2014-09. | ||
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. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
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, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Balance at beginning of year | $ | 454 | $ | 321 | $ | 10 | ||||||
Provision | 829 | 725 | 300 | |||||||||
Acquisitions | 400 | 295 | 143 | |||||||||
Writeoffs, net of recoveries | (793 | ) | (887 | ) | (132 | ) | ||||||
Balance at end of year | $ | 890 | $ | 454 | $ | 321 | ||||||
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, 2014 | December 31, 2013 | |||||||||||
Equipment (included equipment under capital lease of $3,028 and $1,640 at December 31, 2014 and 2013, respectively) | $ | 7,712 | $ | 3,498 | ||||||||
Furniture and fixtures | 502 | 607 | ||||||||||
Leasehold improvements | 574 | 2,297 | ||||||||||
Accumulated depreciation (included equipment under capital lease of $1,194 and $1,080 at December 31, 2014 and 2013, respectively) | (4,858 | ) | (2,460 | ) | ||||||||
Property and equipment, net | $ | 3,930 | $ | 3,942 | ||||||||
Schedule of weighted-average grant-date fair value assumptions | The following table summarizes the weighted-average grant-date fair value of options granted in 2014, 2013, and 2012 and the assumptions used to develop their fair values.The Company estimates the fair value of options granted using the Black-Scholes options pricing model. As there was no public market for its common stock 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, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Weighted average grant-date fair value of options | $3.76 | $0.91 | $0.79 | |||||||||
Expected volatility | 54.1% - 55.2% | 53.30% | 72.50% | |||||||||
Risk-free interest rate | 1.6% - 1.9% | 1.60% | 0.90% | |||||||||
Expected life in years | 6.29 | 6.29 | 6.29 | |||||||||
Dividend yield | — | — | — |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Business Combinations [Abstract] | ||||||||||||||||||||||||||||||||
Schedule of Business Acquisitions, by Acquisition | The following condensed table presents the acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions (in thousands): | |||||||||||||||||||||||||||||||
Solution Q | Mobile Commons | FileBound | ComSci | Clickability | Power-Steering | Tenrox | EPM Live | |||||||||||||||||||||||||
Year Acquired | 2014 | 2014 | 2013 | 2013 | 2013 | 2012 | 2012 | 2012 | ||||||||||||||||||||||||
Cash | $ | 352 | $ | 286 | $ | 182 | $ | 104 | $ | — | $ | 1,424 | $ | 1,521 | $ | 388 | ||||||||||||||||
Accounts receivable | 893 | 1,242 | 1,940 | 951 | 1,773 | 2,160 | 2,385 | 1,369 | ||||||||||||||||||||||||
Other current assets | 24 | 147 | 153 | 47 | 297 | 187 | 312 | 19 | ||||||||||||||||||||||||
Canadian tax credit receivable | 71 | — | — | — | — | — | 4,561 | — | ||||||||||||||||||||||||
Property and equipment | 28 | 54 | 927 | 61 | 1,519 | 203 | 575 | 242 | ||||||||||||||||||||||||
Customer relationships | 2,230 | 1,620 | 3,600 | 2,000 | 4,400 | 7,200 | 7,400 | 2,680 | ||||||||||||||||||||||||
Trade name | 100 | 130 | 320 | 180 | 250 | 1,210 | 190 | 460 | ||||||||||||||||||||||||
Technology | 540 | 1,150 | 2,040 | 810 | 2,500 | 2,200 | 2,680 | 1,770 | ||||||||||||||||||||||||
Goodwill | 5,206 | 7,244 | 7,188 | 3,851 | 3,401 | 5,671 | 10,612 | 2,419 | ||||||||||||||||||||||||
Other assets | 14 | 47 | 21 | 8 | — | — | — | 24 | ||||||||||||||||||||||||
Total assets acquired | 9,458 | 11,920 | 16,371 | 8,012 | 14,140 | 20,255 | 30,236 | 9,371 | ||||||||||||||||||||||||
Accounts payable | (52 | ) | (313 | ) | (113 | ) | (260 | ) | (154 | ) | (542 | ) | (243 | ) | (115 | ) | ||||||||||||||||
Accrued expense and other | (223 | ) | (463 | ) | (266 | ) | (106 | ) | (100 | ) | (2,310 | ) | (2,694 | ) | (684 | ) | ||||||||||||||||
Deferred tax liabilities | (428 | ) | — | — | — | — | — | (3,207 | ) | — | ||||||||||||||||||||||
Deferred revenue | (2,242 | ) | (144 | ) | (1,342 | ) | (78 | ) | (1,605 | ) | (4,403 | ) | (4,870 | ) | (840 | ) | ||||||||||||||||
Canadian tax credit liability to seller | (39 | ) | — | — | — | — | — | (3,894 | ) | — | ||||||||||||||||||||||
Total liabilities assumed | (2,984 | ) | (920 | ) | (1,721 | ) | (444 | ) | (1,859 | ) | (7,255 | ) | (14,908 | ) | (1,639 | ) | ||||||||||||||||
Total consideration | $ | 6,474 | $ | 11,000 | $ | 14,650 | $ | 7,568 | $ | 12,281 | $ | 13,000 | $ | 15,328 | $ | 7,732 | ||||||||||||||||
Schedule of Business Acquisition, Pro Forma Information | ||||||||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||||||||||
Revenue | $ | 49,223 | $ | 45,947 | ||||||||||||||||||||||||||||
Operating Income (loss) | $ | (5,402 | ) | $ | (1,769 | ) |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): | |||||||||||||||
Fair Value Measurements at December 31, 2013 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | $ | — | $ | — | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Warrant liabilities | $ | — | $ | — | $ | 525 | $ | 525 | ||||||||
Fair Value Measurements at December 31, 2014 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | $ | — | $ | — | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Warrant liabilities | $ | — | $ | — | $ | — | $ | — | ||||||||
Earnout consideration liability | $ | — | $ | — | $ | 500 | $ | 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: | |||||||||||||||
Beginning balance at January 1, 2012 | $ | — | ||||||||||||||
Issuance of preferred stock warrants | — | |||||||||||||||
Change in fair value of preferred stock warrants | — | |||||||||||||||
Ending balance at December 31, 2012 | — | |||||||||||||||
Issuance of preferred stock warrants | 158 | |||||||||||||||
Change in fair value of preferred stock warrants | 367 | |||||||||||||||
Ending balance at December 31, 2013 | 525 | |||||||||||||||
Change in fair value of preferred stock warrants | 83 | |||||||||||||||
Conversion of preferred stock warrants to common | (608 | ) | ||||||||||||||
Earnout consideration liability | 500 | |||||||||||||||
Ending balance at December 31, 2014 | $ | 500 | ||||||||||||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||
Schedule of Goodwill | Changes in the Company’s goodwill balance for the year ended December 31, 2014 are summarized in the table below (in thousands): | |||||||||||||
Balance at January 1, 2013 | $ | 21,093 | ||||||||||||
Acquired in business combinations | 14,440 | |||||||||||||
Goodwill allocated to Visionael spin-out | (1,201 | ) | ||||||||||||
Foreign currency translation adjustment | (702 | ) | ||||||||||||
Balance at December 31, 2013 | $ | 33,630 | ||||||||||||
Acquired in business combinations | 12,313 | |||||||||||||
Foreign currency translation adjustment | (797 | ) | ||||||||||||
Balance at December 31, 2014 | $ | 45,146 | ||||||||||||
Schedule of Finite-Lived Intangible Assets | The following is a summary of the Company’s intangible assets, net (in thousands): | |||||||||||||
Estimated Useful | Gross | Accumulated | Net Carrying | |||||||||||
Life (Years) | Carrying Amount | Amortization | Amount | |||||||||||
31-Dec-14 | ||||||||||||||
Customer relationships | 10 | $ | 30,053 | $ | 5,813 | $ | 24,240 | |||||||
Trade name | 3-Jan | 2,812 | 2,027 | 785 | ||||||||||
Developed technology | 7-Apr | 13,305 | 3,579 | 9,726 | ||||||||||
Total intangible assets | $ | 46,170 | $ | 11,419 | $ | 34,751 | ||||||||
Estimated Useful | Gross | Accumulated | Net Carrying | |||||||||||
Life (Years) | Carrying Amount | Amortization | Amount | |||||||||||
December 31, 2013 | ||||||||||||||
Customer relationships | 10 | $ | 26,799 | $ | 3,244 | $ | 23,555 | |||||||
Trade name | 3 | 2,598 | 1,422 | 1,176 | ||||||||||
Developed technology | 7-Apr | 11,825 | 1,809 | 10,016 | ||||||||||
Total intangible assets | $ | 41,222 | $ | 6,475 | $ | 34,747 | ||||||||
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): | |||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Customer relationships | 9.7 | 10 | 10 | |||||||||||
Trade name | 2.8 | 3 | 5 | |||||||||||
Developed technology | 6.4 | 6.6 | 7 | |||||||||||
Total weighted-average amortization period | 8.4 | 8.7 | 9 | |||||||||||
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: | ||||||||||||||
2015 | $ | 5,789 | ||||||||||||
2016 | 5,573 | |||||||||||||
2017 | 5,360 | |||||||||||||
2018 | 5,121 | |||||||||||||
2019 and thereafter | 12,908 | |||||||||||||
$ | 34,751 | |||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
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): | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Income (loss) before provision for income taxes: | ||||||||||||
United States | $ | (18,455 | ) | $ | (9,267 | ) | $ | (3,971 | ) | |||
Foreign | (1,740 | ) | 1,420 | (399 | ) | |||||||
$ | (20,195 | ) | $ | (7,847 | ) | $ | (4,370 | ) | ||||
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): | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Current | ||||||||||||
Federal | $ | — | $ | — | $ | — | ||||||
State | 54 | 18 | 6 | |||||||||
Foreign | 163 | 1,136 | 57 | |||||||||
Total Current | $ | 217 | $ | 1,154 | $ | 63 | ||||||
Deferred | ||||||||||||
Federal | $ | 300 | $ | (417 | ) | $ | 58 | |||||
State | 10 | (67 | ) | 8 | ||||||||
Foreign | (605 | ) | 38 | (201 | ) | |||||||
Total Deferred | (295 | ) | (446 | ) | (135 | ) | ||||||
$ | (78 | ) | $ | 708 | $ | (72 | ) | |||||
Schedule of deferred tax components | Significant components of the Company’s deferred taxes as of December 31 are as follows, (in thousands): | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Deferred tax assets: | ||||||||||||
Current deferred tax assets: | ||||||||||||
Accrued expenses and allowances | $ | 733 | $ | 448 | $ | 342 | ||||||
Deferred revenue | 549 | 164 | 495 | |||||||||
Other | 62 | 39 | 68 | |||||||||
Valuation allowance for current deferred tax assets | (964 | ) | (641 | ) | (408 | ) | ||||||
Net current deferred tax assets | 380 | 10 | 497 | |||||||||
Noncurrent deferred tax assets: | ||||||||||||
Intangible assets | — | — | — | |||||||||
Stock compensation | 350 | 136 | — | |||||||||
Net operating loss and tax credit carryforwards | 16,755 | 9,138 | 5,933 | |||||||||
Other | 61 | 102 | 5 | |||||||||
Valuation allowance for noncurrent deferred tax assets | (12,143 | ) | (4,872 | ) | (2,443 | ) | ||||||
Net noncurrent deferred tax assets | $ | 5,023 | $ | 4,504 | $ | 3,495 | ||||||
Deferred tax liabilities: | ||||||||||||
Current deferred tax liabilities: | ||||||||||||
Prepaid expenses | $ | (1 | ) | $ | (10 | ) | $ | (7 | ) | |||
Total current deferred tax liabilities | (1 | ) | (10 | ) | (7 | ) | ||||||
Noncurrent deferred tax liabilities: | ||||||||||||
Stock compensation | — | — | (43 | ) | ||||||||
Capital expenses | (202 | ) | (529 | ) | (33 | ) | ||||||
Intangible assets | (7,217 | ) | (7,059 | ) | (7,579 | ) | ||||||
Goodwill | (252 | ) | — | (132 | ) | |||||||
Tax credit carryforwards | (737 | ) | — | — | ||||||||
Total noncurrent deferred tax liabilities | $ | (8,408 | ) | $ | (7,588 | ) | $ | (7,787 | ) | |||
Net current deferred tax asset | $ | 379 | $ | — | $ | 490 | ||||||
Net noncurrent deferred tax liability | $ | (3,385 | ) | $ | (3,084 | ) | $ | (4,292 | ) | |||
Net deferred taxes | $ | (3,006 | ) | $ | (3,084 | ) | $ | (3,802 | ) | |||
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: | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Federal statutory rate | 34 | % | 34 | % | 34 | % | ||||||
State taxes, net of federal benefit | 3.5 | 4.3 | 26.5 | |||||||||
Tax credits | (1.1 | ) | (5.3 | ) | 5 | |||||||
Effect of foreign operations | 0.1 | 2 | (0.8 | ) | ||||||||
Permanent items and other | (1.7 | ) | (13.7 | ) | 7.5 | |||||||
Tax carryforwards not benefited | (34.4 | ) | (30.3 | ) | (70.7 | ) | ||||||
0.4 | % | (9.0 | )% | 1.5 | % | |||||||
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 January 1, 2012 | $ | — | ||||||||||
Additional based on tax positions related to the current year | — | |||||||||||
Additions for tax positions of prior years | 70 | |||||||||||
Reductions for tax positions of prior years | — | |||||||||||
Settlements | — | |||||||||||
Balance at December 31, 2012 | $ | 70 | ||||||||||
Additional based on tax positions related to the current year | — | |||||||||||
Additions for tax positions of prior years | — | |||||||||||
Reductions for tax positions of prior years | (7 | ) | ||||||||||
Settlements | — | |||||||||||
Balance at December 31, 2013 | $ | 63 | ||||||||||
Additional based on tax positions related to the current year | — | |||||||||||
Additions for tax positions of prior years | — | |||||||||||
Reductions for tax positions of prior years | (10 | ) | ||||||||||
Settlements | — | |||||||||||
Balance at December 31, 2014 | $ | 53 | ||||||||||
Debt_Tables
Debt (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of Long-term Debt Instruments | Long-term debt consisted of the following at December 31, 2014 and 2013 (in thousands): | |||||||
31-Dec-14 | 31-Dec-13 | |||||||
Senior secured notes (less discount of $75 at December 31, 2014 and $123 at December 31, 2013) | $ | 16,871 | $ | 20,678 | ||||
Revolving credit facility | 3,000 | 3,067 | ||||||
Seller notes due 2014 (less discount of $0 at December 31, 2014 and $62 at December 31, 2013, respectively) | — | 1,438 | ||||||
Seller notes due 2015 | 3,000 | 3,000 | ||||||
Seller notes due 2016 | 500 | 500 | ||||||
23,371 | 28,683 | |||||||
Less current maturities | (10,964 | ) | (5,245 | ) | ||||
Total long-term debt | $ | 12,407 | $ | 23,438 | ||||
Schedule of Maturities of Long-term Debt | Future debt maturities of long-term debt excluding debt discounts at December 31, 2014 are as follows, (in thousands): | |||||||
Year ending December 31: | ||||||||
2015 | $ | 11,002 | ||||||
2016 | 5,375 | |||||||
2017 | 5,606 | |||||||
2018 | 1,463 | |||||||
Thereafter | — | |||||||
$ | 23,446 | |||||||
Net_Loss_Per_Common_Share_Tabl
Net Loss Per Common Share (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | The following table sets for the computations of loss per share (in thousands, except share and per share amounts): | ||||||||||||
Year Ended | |||||||||||||
December 31, 2014 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Numerators: | |||||||||||||
Loss from continuing operations attributable to common stockholders | $ | (20,117 | ) | $ | (8,555 | ) | $ | (4,298 | ) | ||||
Income (loss) from discontinued operations attributable to common stockholders | — | (642 | ) | 1,791 | |||||||||
Preferred stock dividends and accretion | (1,524 | ) | (98 | ) | (44 | ) | |||||||
Net loss attributable to common stockholders | $ | (21,641 | ) | $ | (9,295 | ) | $ | (2,551 | ) | ||||
Denominator: | |||||||||||||
Weighted–average common shares outstanding, basic and diluted | 4,889,901 | 1,196,668 | 751,416 | ||||||||||
Loss from continuing operations per share, basic and diluted | $ | (4.43 | ) | $ | (7.23 | ) | $ | (5.78 | ) | ||||
Loss from discontinued operations per share, basic and diluted | — | (0.54 | ) | 2.39 | |||||||||
Net loss per common share, basic and diluted | $ | (4.43 | ) | $ | (7.77 | ) | $ | (3.39 | ) | ||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | he following table sets forth the anti-dilutive common share equivalents: | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Redeemable convertible preferred stock: | |||||||||||||
Series A preferred stock | — | 2,821,181 | 2,821,181 | ||||||||||
Series B preferred stock | — | 1,701,909 | 1,701,909 | ||||||||||
Series B–1 preferred stock | — | 237,740 | 131,168 | ||||||||||
Series B–2 preferred stock | — | 155,598 | — | ||||||||||
Series C preferred stock | — | 1,918,048 | — | ||||||||||
Stock options | 665,216 | 357,991 | 187,622 | ||||||||||
Restricted stock | 438,939 | 240,280 | 626,460 | ||||||||||
Total anti–dilutive common share equivalents | 1,104,155 | 7,432,747 | 5,468,340 | ||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
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 | ||||||||||
Leases | Leases | |||||||||||
2015 | $ | 989 | $ | 1,533 | $ | 2,132 | ||||||
2016 | 774 | 1,278 | ||||||||||
2017 | 624 | 917 | ||||||||||
2018 | 331 | 615 | ||||||||||
2019 | 11 | 460 | ||||||||||
Thereafter | — | 96 | ||||||||||
Total minimum lease payments | $ | 2,729 | $ | 4,899 | $ | 2,132 | ||||||
Less amount representing interest | (309 | ) | ||||||||||
Present value of capital lease obligations | 2,420 | |||||||||||
Less current portion of capital lease obligations | (887 | ) | ||||||||||
Long-term capital lease obligations | $ | 1,533 | ||||||||||
Property_and_Equipment_Net_Tab
Property and Equipment, Net (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Schedule of property and equipment | The estimated useful lives of property and equipment are as follows: | |||||||
Computer hardware and equipment | 3 - 5 years | |||||||
Purchased software and licenses | 3 - 5 years | |||||||
Furniture and fixtures | 7 years | |||||||
Leasehold improvements | Lesser of estimated useful life or lease term | |||||||
Property and equipment consisted of the following (in thousands) at: | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Equipment (included equipment under capital lease of $3,028 and $1,640 at December 31, 2014 and 2013, respectively) | $ | 7,712 | $ | 3,498 | ||||
Furniture and fixtures | 502 | 607 | ||||||
Leasehold improvements | 574 | 2,297 | ||||||
Accumulated depreciation (included equipment under capital lease of $1,194 and $1,080 at December 31, 2014 and 2013, respectively) | (4,858 | ) | (2,460 | ) | ||||
Property and equipment, net | $ | 3,930 | $ | 3,942 | ||||
Stockholders_Equity_and_StockB1
Stockholders' Equity and Stock-Based Compensation (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
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- | |||||||||||
Options | Average | Average | Average Fair | |||||||||||
Outstanding | Exercise | Remaining | Value | |||||||||||
Price | Contractual Life | per Share | ||||||||||||
(In Years) | ||||||||||||||
Outstanding at January 1, 2012 | 37,383 | $ | 0.3 | 9.25 | $ | 0.18 | ||||||||
Options granted | 173,844 | 1.22 | 0.79 | |||||||||||
Options forfeited | (23,605 | ) | 1.22 | 0.79 | ||||||||||
Outstanding at December 31, 2012 | 187,622 | $ | 1.04 | 9.65 | $ | 0.67 | ||||||||
Options granted | 191,045 | 1.77 | 0.91 | |||||||||||
Options forfeited | (20,676 | ) | 1.28 | 0.79 | ||||||||||
Outstanding at December 31, 2013 | 357,991 | $ | 1.4 | 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 vested and expected to vest at December 31, 2013 | 59,106 | $ | 0.79 | 8.04 | ||||||||||
Options vested and exercisable at December 31, 2013 | 56,675 | $ | 0.79 | 8.04 | ||||||||||
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 | ||||||||||
Schedule of restricted stock activity | A summary of the Company’s restricted stock activity under the 2010 Plan is as follows: | |||||||||||||
Number of Awards Outstanding | ||||||||||||||
Unvested balances at January 1, 2012 | 1,022,118 | |||||||||||||
Awards granted | 113,085 | |||||||||||||
Awards vested | (395,659 | ) | ||||||||||||
Unvested balances at December 31, 2012 | 739,544 | |||||||||||||
Awards granted | — | |||||||||||||
Awards vested | (499,265 | ) | ||||||||||||
Unvested balances at December 31, 2013 | 240,279 | |||||||||||||
Awards granted | 401,244 | |||||||||||||
Awards vested | (202,584 | ) | ||||||||||||
Unvested balances at December 31, 2014 | 438,939 | |||||||||||||
Schedule of allocated share-based compensation expense | ||||||||||||||
Year Ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Cost of subscription and support revenue | $ | 30 | $ | 9 | $ | — | ||||||||
Cost of professional services revenue | 19 | 8 | — | |||||||||||
Sales and marketing | 39 | 15 | — | |||||||||||
Research and development | 61 | 12 | — | |||||||||||
General and administrative | 929 | 454 | 92 | |||||||||||
Total | $ | 1,078 | $ | 498 | $ | 92 | ||||||||
Preferred_Stock_Warrants_Table
Preferred Stock Warrants (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Equity [Abstract] | ||||||
Schedule of assumptions used to develop fair value of warrants | The fair value of warrants to purchase convertible preferred stock was determined using the Black-Scholes option pricing model. The following table summarizes the inputs and assumptions used to develop their fair values: | |||||
Series A Preferred Stock Warrant | ||||||
November 12, | December 31, | |||||
2014 | 2013 | 2012 | ||||
Stock Price | $12.00 | $10.67 | $1.22 | |||
Exercise price | $6.10 | $6.10 | $6.10 | |||
Expected volatility | 57.60% | 53.30% | 72.52% | |||
Risk-free interest rate | 1.65% | 1.75% | 1.36% | |||
Expected life in years | 4.25 | 5.12 | 7 | |||
Dividend yield | — | — | — | |||
Series B Preferred Stock Warrant | ||||||
November 12, | December 31, | |||||
2014 | 2013 | 2012 | ||||
Stock Price | $12.00 | $10.67 | $1.22 | |||
Exercise price | $6.10 | $6.10 | $6.10 | |||
Expected volatility | 57.60% | 53.30% | 72.52% | |||
Risk-free interest rate | 1.65% | 1.75% | 0.95% | |||
Expected life in years | 4.32 - 5.42 | 5.18-6.28 | 6.12 | |||
Dividend yield | — | — | — |
Domestic_and_Foreign_Operation1
Domestic and Foreign Operations (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Domestic and Foreign Operations [Abstract] | ||||||||||||
Schedule of revenues and long lived assets by geographical area | The Company has operations in the U.S., Canada and Europe. Information about these operations is presented below (in thousands): | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Revenues: | ||||||||||||
U.S. | $ | 50,661 | $ | 31,166 | $ | 16,999 | ||||||
Canada | 3,713 | 3,509 | 2,920 | |||||||||
Other International | 10,200 | 6,518 | 2,844 | |||||||||
Total Revenues | $ | 64,574 | $ | 41,193 | $ | 22,763 | ||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Identifiable long-lived assets: | ||||||||||||
U.S. | $ | 3,330 | $ | 3,310 | $ | 637 | ||||||
Canada | 600 | 632 | 770 | |||||||||
Other International | — | — | — | |||||||||
Total identifiable long-lived assets | $ | 3,930 | $ | 3,942 | $ | 1,407 | ||||||
Quarterly_Results_Tables
Quarterly Results (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||||||||||||||
Schedule of Quarterly Results | |||||||||||||||||||||||||||||||||
Quarter Ended | |||||||||||||||||||||||||||||||||
March 31, | June 30, | September | 31-Dec-13 | March 31, | June 30, | 30-Sep-14 | 31-Dec-14 | ||||||||||||||||||||||||||
2013 | 2013 | 30, 2013 | 2014 | 2014 | |||||||||||||||||||||||||||||
Consolidated Statements of Operations Data: | (in thousands, unaudited) | ||||||||||||||||||||||||||||||||
Revenue: | |||||||||||||||||||||||||||||||||
Subscription and support | $ | 6,810 | $ | 7,372 | $ | 7,731 | $ | 8,974 | $ | 11,737 | $ | 11,805 | $ | 12,368 | $ | 12,715 | |||||||||||||||||
Perpetual license | 35 | 453 | 647 | 868 | 440 | 657 | 850 | 840 | |||||||||||||||||||||||||
Total product revenue | 6,845 | 7,825 | 8,378 | 9,842 | 12,177 | 12,462 | 13,218 | 13,555 | |||||||||||||||||||||||||
Professional services | 1,805 | 2,192 | 2,014 | 2,292 | 3,436 | 3,749 | 3,057 | 2,920 | |||||||||||||||||||||||||
Total revenue | 8,650 | 10,017 | 10,392 | 12,134 | 15,613 | 16,211 | 16,275 | 16,475 | |||||||||||||||||||||||||
Cost of revenue: | |||||||||||||||||||||||||||||||||
Subscription and support(1)(2) | 1,484 | 1,787 | 2,087 | 2,429 | 3,258 | 3,346 | 3,488 | 3,950 | |||||||||||||||||||||||||
Professional services(1) | 1,350 | 1,505 | 1,400 | 1,425 | 2,397 | 2,340 | 2,305 | 2,037 | |||||||||||||||||||||||||
Total cost of revenue | 2,834 | 3,292 | 3,487 | 3,854 | 5,655 | 5,686 | 5,793 | 5,987 | |||||||||||||||||||||||||
Gross profit | 5,816 | 6,725 | 6,905 | 8,280 | 9,958 | 10,525 | 10,482 | 10,488 | |||||||||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||||||||||
Sales and marketing(1) | 1,931 | 2,472 | 2,726 | 3,496 | 3,136 | 4,015 | 3,767 | 3,752 | |||||||||||||||||||||||||
Research and development(1) | 2,087 | 2,319 | 2,730 | 3,204 | 14,899 | 3,494 | 3,793 | 3,979 | |||||||||||||||||||||||||
Refundable Canadian tax credits | (149 | ) | (147 | ) | (144 | ) | (143 | ) | (136 | ) | (138 | ) | (138 | ) | (682 | ) | |||||||||||||||||
General and administrative(1) | 1,315 | 1,605 | 1,662 | 2,250 | 2,623 | 3,053 | 3,555 | 4,330 | |||||||||||||||||||||||||
Depreciation and amortization | 562 | 1,685 | 688 | 735 | 1,055 | 1,066 | 1,067 | 1,122 | |||||||||||||||||||||||||
Acquisition-related expenses | 9 | 519 | 22 | 911 | 290 | 231 | 108 | 1,557 | |||||||||||||||||||||||||
Total operating expenses | 5,755 | 8,453 | 7,684 | 10,453 | 21,867 | 11,721 | 12,152 | 14,058 | |||||||||||||||||||||||||
Income (loss) from operations | 61 | (1,728 | ) | (779 | ) | (2,173 | ) | (11,909 | ) | (1,196 | ) | (1,670 | ) | (3,570 | ) | ||||||||||||||||||
Other expense: | |||||||||||||||||||||||||||||||||
Interest expense, net | (223 | ) | (324 | ) | (434 | ) | (1,816 | ) | (415 | ) | (419 | ) | (397 | ) | (720 | ) | |||||||||||||||||
Other expense, net | (46 | ) | 119 | 49 | (553 | ) | 114 | (482 | ) | 60 | 409 | ||||||||||||||||||||||
Total other expense | (269 | ) | (205 | ) | (385 | ) | (2,369 | ) | (301 | ) | (901 | ) | (337 | ) | (311 | ) | |||||||||||||||||
Loss before provision for income taxes | (208 | ) | (1,933 | ) | (1,164 | ) | (4,542 | ) | (12,210 | ) | (2,097 | ) | (2,007 | ) | (3,881 | ) | |||||||||||||||||
Provision for income taxes | (243 | ) | 110 | (69 | ) | (506 | ) | (410 | ) | (280 | ) | (438 | ) | 1,206 | |||||||||||||||||||
Loss from continuing operations | (451 | ) | (1,823 | ) | (1,233 | ) | (5,048 | ) | (12,620 | ) | (2,377 | ) | (2,445 | ) | (2,675 | ) | |||||||||||||||||
Income (loss) from discontinued operations | (139 | ) | (177 | ) | (195 | ) | (131 | ) | — | — | — | — | |||||||||||||||||||||
Net income (loss) | (590 | ) | (2,000 | ) | (1,428 | ) | (5,179 | ) | (12,620 | ) | (2,377 | ) | (2,445 | ) | (2,675 | ) | |||||||||||||||||
Preferred stock dividends and accretion | (11 | ) | (11 | ) | (11 | ) | (65 | ) | (435 | ) | (440 | ) | (445 | ) | (204 | ) | |||||||||||||||||
Net loss attributable to common shareholders | $ | (601 | ) | $ | (2,011 | ) | $ | (1,439 | ) | $ | (5,244 | ) | $ | (13,055 | ) | $ | (2,817 | ) | $ | (2,890 | ) | $ | (2,879 | ) | |||||||||
Net loss per common share: | |||||||||||||||||||||||||||||||||
Loss from continuing operations per common share, basic and diluted | $ | (0.22 | ) | $ | (1.63 | ) | $ | (1.01 | ) | $ | (3.57 | ) | $ | (4.48 | ) | $ | (0.80 | ) | $ | (0.80 | ) | $ | (0.30 | ) | |||||||||
Income (loss) from discontinued operations per common share, basic and diluted | $ | (0.07 | ) | $ | (0.16 | ) | $ | (0.16 | ) | $ | (0.09 | ) | $ | — | $ | — | $ | — | $ | — | |||||||||||||
Net loss per common share, basic and diluted | $ | (0.29 | ) | $ | (1.79 | ) | $ | (1.17 | ) | $ | (3.66 | ) | $ | (4.48 | ) | $ | (0.80 | ) | $ | (0.80 | ) | $ | (0.30 | ) | |||||||||
Weighted-average common shares outstanding, basic and diluted | 2,123,813 | 1,127,152 | 1,232,626 | 1,430,233 | 2,916,949 | 3,533,198 | 3,602,156 | 9,507,246 | |||||||||||||||||||||||||
(1) includes stock-based compensation | |||||||||||||||||||||||||||||||||
(2) Includes depreciation and amortization | |||||||||||||||||||||||||||||||||
Quarter Ended | |||||||||||||||||||||||||||||||||
Percentage of revenue: | March 31, | June 30, | September 30, 2013 | 31-Dec-13 | March 31, | June 30, | 30-Sep-14 | 31-Dec-14 | |||||||||||||||||||||||||
2013 | 2013 | 2014 | 2014 | ||||||||||||||||||||||||||||||
Consolidated Statements of Operations Data: | |||||||||||||||||||||||||||||||||
Revenue: | |||||||||||||||||||||||||||||||||
Subscription and support | 79 | % | 74 | % | 74 | % | 74 | % | 75 | % | 73 | % | 76 | % | 77 | % | |||||||||||||||||
Perpetual license | — | % | 5 | % | 6 | % | 7 | % | 3 | % | 4 | % | 5 | % | 5 | % | |||||||||||||||||
Total product revenue | 79 | % | 79 | % | 80 | % | 81 | % | 78 | % | 77 | % | 81 | % | 82 | % | |||||||||||||||||
Professional services | 21 | % | 21 | % | 20 | % | 19 | % | 22 | % | 23 | % | 19 | % | 18 | % | |||||||||||||||||
Total revenue | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||||||||||||||
Cost of revenue: | |||||||||||||||||||||||||||||||||
Subscription and support(1)(2) | 17 | % | 18 | % | 20 | % | 20 | % | 21 | % | 21 | % | 21 | % | 24 | % | |||||||||||||||||
Professional services(1) | 16 | % | 15 | % | 13 | % | 12 | % | 15 | % | 14 | % | 14 | % | 12 | % | |||||||||||||||||
Total cost of revenue | 33 | % | 33 | % | 33 | % | 32 | % | 36 | % | 35 | % | 35 | % | 36 | % | |||||||||||||||||
Gross profit | 67 | % | 67 | % | 67 | % | 68 | % | 64 | % | 65 | % | 65 | % | 64 | % | |||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||||||||||
Sales and marketing(1) | 22 | % | 25 | % | 26 | % | 29 | % | 20 | % | 25 | % | 23 | % | 23 | % | |||||||||||||||||
Research and development(1) | 24 | % | 23 | % | 26 | % | 26 | % | 95 | % | 22 | % | 23 | % | 24 | % | |||||||||||||||||
Refundable Canadian tax credits | (2 | )% | (1 | )% | (1 | )% | (1 | )% | (1 | )% | (1 | )% | (1 | )% | (4 | )% | |||||||||||||||||
General and administrative(1) | 15 | % | 16 | % | 16 | % | 19 | % | 17 | % | 19 | % | 22 | % | 26 | % | |||||||||||||||||
Depreciation and amortization | 6 | % | 17 | % | 7 | % | 6 | % | 7 | % | 7 | % | 7 | % | 7 | % | |||||||||||||||||
Acquisition-related expenses | — | % | 5 | % | — | % | 8 | % | 2 | % | 1 | % | 1 | % | 9 | % | |||||||||||||||||
Total operating expenses | 65 | % | 85 | % | 74 | % | 87 | % | 140 | % | 73 | % | 75 | % | 85 | % | |||||||||||||||||
Income (loss) from operations | 2 | % | (18 | )% | (7 | )% | (19 | )% | (76 | )% | (8 | )% | (10 | )% | (21 | )% | |||||||||||||||||
Other expense: | |||||||||||||||||||||||||||||||||
Interest expense, net | (3 | )% | (3 | )% | (4 | )% | (15 | )% | (3 | )% | (3 | )% | (2 | )% | (4 | )% | |||||||||||||||||
Other expense, net | (1 | )% | 1 | % | — | % | (5 | )% | 1 | % | (3 | )% | — | % | 2 | % | |||||||||||||||||
Total other expense | (4 | )% | (2 | )% | (4 | )% | (20 | )% | (2 | )% | (6 | )% | (2 | )% | (2 | )% | |||||||||||||||||
Loss before provision for income taxes | (2 | )% | (20 | )% | (11 | )% | (39 | )% | (78 | )% | (14 | )% | (12 | )% | (23 | )% | |||||||||||||||||
Provision for income taxes | (3 | )% | 1 | % | (1 | )% | (4 | )% | (3 | )% | (2 | )% | (3 | )% | 7 | % | |||||||||||||||||
Loss from continuing operations | (5 | )% | (19 | )% | (12 | )% | (43 | )% | (81 | )% | (16 | )% | (15 | )% | (16 | )% | |||||||||||||||||
Income (loss) from discontinued operations | (2 | )% | (2 | )% | (2 | )% | (1 | )% | — | % | — | % | — | % | — | % | |||||||||||||||||
Net income (loss) | (7 | )% | (21 | )% | (14 | )% | (44 | )% | (81 | )% | (16 | )% | (15 | )% | (16 | )% | |||||||||||||||||
Preferred stock dividends and accretion | — | % | — | % | — | % | (1 | )% | (3 | )% | (3 | )% | (3 | )% | (1 | )% | |||||||||||||||||
Net loss attributable to common shareholders | (7 | )% | (21 | )% | (14 | )% | (45 | )% | (84 | )% | (19 | )% | (18 | )% | (17 | )% | |||||||||||||||||
(1) includes stock-based compensation | |||||||||||||||||||||||||||||||||
(2) Includes depreciation and amortization |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Allowance for Doubtful Accounts) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at beginning of year | $454 | $321 | $10 |
Provision | 829 | 725 | 300 |
Acquisitions | 400 | 295 | 143 |
Writeoffs, net of recoveries | -793 | -887 | -132 |
Balance at end of year | $890 | $454 | $321 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Abstract] | |||
Goodwill impairment charge | $0 | $0 | $0 |
Deferred Finance Costs [Abstract] | |||
Write off of deferred financing costs | 380,000 | 164,000 | |
Revenue Recognition [Abstract] | |||
Maintenance agreements revenue recognition period | 1 year | ||
Advertising expenses | 283,000 | 175,000 | 49,000 |
Trade Names [Member] | |||
Property, Plant and Equipment [Abstract] | |||
Impairment of intangible asset | $0 | $1,100,000 | $0 |
Minimum [Member] | |||
Revenue Recognition [Abstract] | |||
Subscription and support revenue recognition period | 1 year | ||
Hosting services arrangement period | 1 year | ||
Maximum [Member] | |||
Revenue Recognition [Abstract] | |||
Subscription and support revenue recognition period | 3 years | ||
Hosting services arrangement period | 3 years | ||
Computer Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Abstract] | |||
Estimated useful life | 3 years | ||
Computer Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Abstract] | |||
Estimated useful life | 5 years | ||
Purchased Software and Licenses [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Abstract] | |||
Estimated useful life | 3 years | ||
Purchased Software and Licenses [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Abstract] | |||
Estimated useful life | 5 years | ||
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Abstract] | |||
Estimated useful life | 7 years |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Fair Value Assumptions) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Weighted average grant-date fair value of options (in dollars per share) | $3.76 | $0.91 | $0.79 |
Expected volatility | 53.30% | 72.50% | |
Risk-free interest rate | 1.60% | 0.90% | |
Expected life in years | 6 years 3 months 15 days | 6 years 3 months 15 days | 6 years 3 months 15 days |
Dividend yield | $0 | $0 | $0 |
Minimum [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Expected volatility | 54.10% | ||
Risk-free interest rate | 1.60% | ||
Maximum [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Expected volatility | 55.20% | ||
Risk-free interest rate | 1.90% |
Acquisitions_2012_Acquisitions
Acquisitions (2012 Acquisitions) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 11 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended |
Feb. 03, 2012 | Dec. 31, 2012 | Feb. 10, 2012 | Dec. 31, 2012 | Dec. 31, 2014 | Nov. 13, 2012 | Nov. 30, 2013 | |
PowerSteering [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of voting interests acquired | 100.00% | ||||||
Total purchase consideration | $13,000,000 | ||||||
Revenue since date of acquisition | 8,946,000 | ||||||
Tenrox [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of voting interests acquired | 100.00% | ||||||
Total purchase consideration | 15,328,000 | ||||||
Revenue since date of acquisition | 13,300,000 | ||||||
Liability recorded at date of acquisition | 3,900,000 | ||||||
Liability paid | 1,500,000 | 304,000 | |||||
EPM Live [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of voting interests acquired | 100.00% | ||||||
Total purchase consideration | 7,732,000 | ||||||
Revenue since date of acquisition | 727,000 | ||||||
Cash payment portion of purchase price | 5,775,000 | 600,000 | |||||
Notes Payable [Member] | EPM Live [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Liability recorded at date of acquisition | 1,328,000 | ||||||
Preferred Stock [Member] | EPM Live [Member] | Series B-1 Redeemable Convertible Preferred Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Numbers of share issued in acquisition | 131,168 | ||||||
Value of shares issued in acquisition | $800,000 |
Acquisitions_2013_Acquisitions
Acquisitions (2013 Acquisitions) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |
16-May-13 | Dec. 31, 2013 | Nov. 07, 2013 | Nov. 30, 2014 | Dec. 23, 2013 | Jan. 31, 2014 | Nov. 30, 2013 | |
FileBound [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of voting interests acquired | 100.00% | ||||||
Total purchase consideration | $14,650,000 | ||||||
Cash payment portion of purchase price | 182,000 | ||||||
Revenue since date of acquisition | 4,959,000 | ||||||
ComSci [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of voting interests acquired | 100.00% | ||||||
Total purchase consideration | 7,568,000 | ||||||
Cash payment portion of purchase price | 104,000 | 750,000 | |||||
Revenue since date of acquisition | 937,000 | ||||||
Clickability [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of voting interests acquired | 100.00% | ||||||
Total purchase consideration | 12,281,000 | ||||||
Common Stock [Member] | ComSci [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Numbers of share issued in acquisition | 155,599 | 1,803,574 | 155,599 | ||||
Value of shares issued in acquisition | 275,000 | ||||||
Preferred Stock [Member] | FileBound [Member] | Series B-1 Preferred Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Numbers of share issued in acquisition | 106,572 | ||||||
Value of shares issued in acquisition | 624,000 | ||||||
Preferred Stock [Member] | ComSci [Member] | Series B-2 Preferred Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Numbers of share issued in acquisition | 155,598 | ||||||
Value of shares issued in acquisition | 949,000 | ||||||
Notes Payable [Member] | FileBound [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Liability recorded at date of acquisition | $3,500,000 |
Acquisitions_2014_Acquisitions
Acquisitions (2014 Acquisitions) (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 21, 2014 | Dec. 10, 2014 | Nov. 30, 2014 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||||||
Cash payment portion of purchase price, net of cash acquired | ($6,217,000) | ($28,175,000) | ($33,038,000) | ||||
Decrease in contingent consideration liability | 599,000 | 321,000 | 0 | ||||
Solution Q [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Total purchase consideration | 6,100,000 | ||||||
Cash payment portion of purchase price | 4,500,000 | ||||||
Cash payment portion of purchase price, net of cash acquired | -400,000 | ||||||
Revenue since date of acquisition | 300,000 | ||||||
Mobile Commons [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of voting interests acquired | 100.00% | ||||||
Total purchase consideration | 10,200,000 | ||||||
Cash payment portion of purchase price | 5,700,000 | ||||||
Cash payment portion of purchase price, net of cash acquired | -300,000 | ||||||
Revenue since date of acquisition | 500,000 | ||||||
Additional contingent consideration | 1,500,000 | ||||||
Decrease in contingent consideration liability | 500,000 | ||||||
Common Stock [Member] | Solution Q [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Numbers of share issued in acquisition | 150,977 | ||||||
Value of shares issued in acquisition | 1,645,646 | ||||||
Common Stock [Member] | Mobile Commons [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Numbers of share issued in acquisition | 386,253 | ||||||
Value of shares issued in acquisition | $4,500,000 | $4,500,000 | $4,500,000 |
Acquisitions_Assets_Acquired_a
Acquisitions (Assets Acquired and Liabilities Assumed) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Business Acquisition [Line Items] | |||
Goodwill | $45,146 | $33,630 | $21,093 |
Solution Q [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 352 | ||
Accounts receivable | 893 | ||
Other current assets | 24 | ||
Canadian tax credit receivable | 71 | ||
Property and equipment | 28 | ||
Goodwill | 5,206 | ||
Other assets | 14 | ||
Total assets acquired | 9,458 | ||
Accounts payable | -52 | ||
Accrued expense and other | -223 | ||
Deferred tax liabilities | -428 | ||
Deferred revenue | -2,242 | ||
Canadian tax credit liability to seller | -39 | ||
Total liabilities assumed | -2,984 | ||
Total consideration | 6,474 | ||
Mobile Commons [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 286 | ||
Accounts receivable | 1,242 | ||
Other current assets | 147 | ||
Canadian tax credit receivable | 0 | ||
Property and equipment | 54 | ||
Goodwill | 7,244 | ||
Other assets | 47 | ||
Total assets acquired | 11,920 | ||
Accounts payable | -313 | ||
Accrued expense and other | -463 | ||
Deferred tax liabilities | 0 | ||
Deferred revenue | -144 | ||
Canadian tax credit liability to seller | 0 | ||
Total liabilities assumed | -920 | ||
Total consideration | 11,000 | ||
FileBound [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 182 | ||
Accounts receivable | 1,940 | ||
Other current assets | 153 | ||
Canadian tax credit receivable | 0 | ||
Property and equipment | 927 | ||
Goodwill | 7,188 | ||
Other assets | 21 | ||
Total assets acquired | 16,371 | ||
Accounts payable | -113 | ||
Accrued expense and other | -266 | ||
Deferred tax liabilities | 0 | ||
Deferred revenue | -1,342 | ||
Canadian tax credit liability to seller | 0 | ||
Total liabilities assumed | -1,721 | ||
Total consideration | 14,650 | ||
ComSci [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 104 | ||
Accounts receivable | 951 | ||
Other current assets | 47 | ||
Canadian tax credit receivable | 0 | ||
Property and equipment | 61 | ||
Goodwill | 3,851 | ||
Other assets | 8 | ||
Total assets acquired | 8,012 | ||
Accounts payable | -260 | ||
Accrued expense and other | -106 | ||
Deferred tax liabilities | 0 | ||
Deferred revenue | -78 | ||
Canadian tax credit liability to seller | 0 | ||
Total liabilities assumed | -444 | ||
Total consideration | 7,568 | ||
Clickability [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 0 | ||
Accounts receivable | 1,773 | ||
Other current assets | 297 | ||
Canadian tax credit receivable | 0 | ||
Property and equipment | 1,519 | ||
Goodwill | 3,401 | ||
Other assets | 0 | ||
Total assets acquired | 14,140 | ||
Accounts payable | -154 | ||
Accrued expense and other | -100 | ||
Deferred tax liabilities | 0 | ||
Deferred revenue | -1,605 | ||
Canadian tax credit liability to seller | 0 | ||
Total liabilities assumed | -1,859 | ||
Total consideration | 12,281 | ||
PowerSteering [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 1,424 | ||
Accounts receivable | 2,160 | ||
Other current assets | 187 | ||
Canadian tax credit receivable | 0 | ||
Property and equipment | 203 | ||
Goodwill | 5,671 | ||
Other assets | 0 | ||
Total assets acquired | 20,255 | ||
Accounts payable | -542 | ||
Accrued expense and other | -2,310 | ||
Deferred tax liabilities | 0 | ||
Deferred revenue | -4,403 | ||
Canadian tax credit liability to seller | 0 | ||
Total liabilities assumed | -7,255 | ||
Total consideration | 13,000 | ||
Tenrox [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 1,521 | ||
Accounts receivable | 2,385 | ||
Other current assets | 312 | ||
Canadian tax credit receivable | 4,561 | ||
Property and equipment | 575 | ||
Goodwill | 10,612 | ||
Other assets | 0 | ||
Total assets acquired | 30,236 | ||
Accounts payable | -243 | ||
Accrued expense and other | -2,694 | ||
Deferred tax liabilities | -3,207 | ||
Deferred revenue | -4,870 | ||
Canadian tax credit liability to seller | -3,894 | ||
Total liabilities assumed | -14,908 | ||
Total consideration | 15,328 | ||
EPM Live [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 388 | ||
Accounts receivable | 1,369 | ||
Other current assets | 19 | ||
Canadian tax credit receivable | 0 | ||
Property and equipment | 242 | ||
Goodwill | 2,419 | ||
Other assets | 24 | ||
Total assets acquired | 9,371 | ||
Accounts payable | -115 | ||
Accrued expense and other | -684 | ||
Deferred tax liabilities | 0 | ||
Deferred revenue | -840 | ||
Canadian tax credit liability to seller | 0 | ||
Total liabilities assumed | -1,639 | ||
Total consideration | 7,732 | ||
Customer Relationships [Member] | Solution Q [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 2,230 | ||
Customer Relationships [Member] | Mobile Commons [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 1,620 | ||
Customer Relationships [Member] | FileBound [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 3,600 | ||
Customer Relationships [Member] | ComSci [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 2,000 | ||
Customer Relationships [Member] | Clickability [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 4,400 | ||
Customer Relationships [Member] | PowerSteering [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 7,200 | ||
Customer Relationships [Member] | Tenrox [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 7,400 | ||
Customer Relationships [Member] | EPM Live [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 2,680 | ||
Trade Names [Member] | Solution Q [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 100 | ||
Trade Names [Member] | Mobile Commons [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 130 | ||
Trade Names [Member] | FileBound [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 320 | ||
Trade Names [Member] | ComSci [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 180 | ||
Trade Names [Member] | Clickability [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 250 | ||
Trade Names [Member] | PowerSteering [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 1,210 | ||
Trade Names [Member] | Tenrox [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 190 | ||
Trade Names [Member] | EPM Live [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 460 | ||
Technology [Member] | Solution Q [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 540 | ||
Technology [Member] | Mobile Commons [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 1,150 | ||
Technology [Member] | FileBound [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 2,040 | ||
Technology [Member] | ComSci [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 810 | ||
Technology [Member] | Clickability [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 2,500 | ||
Technology [Member] | PowerSteering [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 2,200 | ||
Technology [Member] | Tenrox [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 2,680 | ||
Technology [Member] | EPM Live [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | $1,770 |
Acquisitions_Pro_Forma_Informa
Acquisitions (Pro Forma Information) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Business Acquisition, Pro Forma Information [Abstract] | ||
Revenue | $49,223 | $45,947 |
Operating Income (loss) | ($5,402) | ($1,769) |
Fair_Value_Measurements_Assets
Fair Value Measurements (Assets and Liabilities at Fair Value, Recurring Basis) (Details) (Fair Value, Measurements, Recurring [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets: | ||
Assets | $0 | $0 |
Liabilities: | ||
Warrant liabilities | 0 | 525 |
Earnout consideration liability | 500 | |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Assets | 0 | 0 |
Liabilities: | ||
Warrant liabilities | 0 | 0 |
Earnout consideration liability | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Assets | 0 | 0 |
Liabilities: | ||
Warrant liabilities | 0 | 0 |
Earnout consideration liability | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Assets | 0 | 0 |
Liabilities: | ||
Warrant liabilities | 0 | 525 |
Earnout consideration liability | $500 |
Fair_Value_Measurements_Fixed_
Fair Value Measurements (Fixed Maturity Securities) (Details) (Fair Value, Measurements, Recurring [Member], Fair Value, Inputs, Level 3 [Member], Warrant [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $525 | $0 | $0 |
Issuance of preferred stock warrants | 158 | 0 | |
Change in fair value of preferred stock warrants | 83 | 367 | 0 |
Conversion of preferred stock warrants to common | -608 | ||
Earnout consideration liability | 500 | ||
Ending balance | $500 | $525 | $0 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets (Schedule of Goodwill) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill [Roll Forward] | ||
Beginning Balance, Goodwill | $33,630 | $21,093 |
Acquired in business combinations | 12,313 | 14,440 |
Goodwill allocated to Visionael spin-out | -1,201 | |
Foreign currency translation adjustment | -797 | -702 |
Ending Balance, Goodwill | $45,146 | $33,630 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets (Intangible Assets, Net) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $46,170 | $41,222 |
Accumulated Amortization | 11,419 | 6,475 |
Net Carrying Amount | 34,751 | 34,747 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 10 years | 10 years |
Gross Carrying Amount | 30,053 | 26,799 |
Accumulated Amortization | 5,813 | 3,244 |
Net Carrying Amount | 24,240 | 23,555 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 3 years | |
Gross Carrying Amount | 2,812 | 2,598 |
Accumulated Amortization | 2,027 | 1,422 |
Net Carrying Amount | 785 | 1,176 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 13,305 | 11,825 |
Accumulated Amortization | 3,579 | 1,809 |
Net Carrying Amount | $9,726 | $10,016 |
Minimum [Member] | Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 1 year | |
Minimum [Member] | Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 4 years | 4 years |
Maximum [Member] | Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 3 years | |
Maximum [Member] | Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 7 years | 7 years |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets (Weighted-Average Amortization Period) (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period | 8 years 4 months 24 days | 8 years 8 months 12 days | 9 years |
Customer Relationships [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period | 9 years 8 months 12 days | 10 years | 10 years |
Trade Names [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period | 2 years 9 months 18 days | 3 years | 5 years |
Developed Technology [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period | 6 years 4 months 24 days | 6 years 7 months 6 days | 7 years |
Goodwill_and_Other_Intangible_5
Goodwill and Other Intangible Assets (Estimated Annual Amortization Expense) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2015 | $5,789 | |
2016 | 5,573 | |
2017 | 5,360 | |
2018 | 5,121 | |
2019 and thereafter | 12,908 | |
Net Carrying Amount | $34,751 | $34,747 |
Goodwill_and_Other_Intangible_6
Goodwill and Other Intangible Assets (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization charge of intangible asset | $5.20 | $4.80 | $2.40 |
Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life | 3 years | ||
PowerSteering [Member] | Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life | 3 years | ||
Amortization charge of intangible asset | $1.10 |
Income_Taxes_Loss_from_Continu
Income Taxes (Loss from Continuing Operations, Domestic and Foreign) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
United States | ($18,455) | ($9,267) | ($3,971) |
Foreign | -1,740 | 1,420 | -399 |
Income (loss) before provision for income taxes | ($20,195) | ($7,847) | ($4,370) |
Income_Taxes_Components_of_the
Income Taxes (Components of the Provision(Benefit) for Income Taxes) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current | |||||||||||
Federal | $0 | $0 | $0 | ||||||||
State | 54 | 18 | 6 | ||||||||
Foreign | 163 | 1,136 | 57 | ||||||||
Total Current | 217 | 1,154 | 63 | ||||||||
Deferred | |||||||||||
Federal | 300 | -417 | 58 | ||||||||
State | 10 | -67 | 8 | ||||||||
Foreign | -605 | 38 | -201 | ||||||||
Total Deferred | -295 | -446 | -135 | ||||||||
Provision (benefit) for income taxes | ($1,206) | $438 | $280 | $410 | $506 | $69 | ($110) | $243 | ($78) | $708 | ($72) |
Income_Taxes_Deferred_Tax_Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Current deferred tax assets: | |||
Accrued expenses and allowances | $733 | $448 | $342 |
Deferred revenue | 549 | 164 | 495 |
Other | 62 | 39 | 68 |
Valuation allowance for current deferred tax assets | -964 | -641 | -408 |
Net current deferred tax assets | 380 | 10 | 497 |
Noncurrent deferred tax assets: | |||
Intangible assets | 0 | 0 | 0 |
Stock compensation | 350 | 136 | 0 |
Net operating loss and tax credit carryforwards | 16,755 | 9,138 | 5,933 |
Other | 61 | 102 | 5 |
Valuation allowance for noncurrent deferred tax assets | -12,143 | -4,872 | -2,443 |
Net noncurrent deferred tax assets | 5,023 | 4,504 | 3,495 |
Current deferred tax liabilities: | |||
Prepaid expenses | -1 | -10 | -7 |
Total current deferred tax liabilities | -1 | -10 | -7 |
Noncurrent deferred tax liabilities: | |||
Stock compensation | 0 | 0 | -43 |
Capital expenses | -202 | -529 | -33 |
Intangible assets | -7,217 | -7,059 | -7,579 |
Goodwill | -252 | 0 | -132 |
Tax credit carryforwards | -737 | 0 | 0 |
Total noncurrent deferred tax liabilities | -8,408 | -7,588 | -7,787 |
Net current deferred tax asset | 379 | 0 | 490 |
Net noncurrent deferred tax liability | -3,385 | -3,084 | -4,292 |
Net deferred taxes | ($3,006) | ($3,084) | ($3,802) |
Income_Taxes_Reconciliation_of
Income Taxes (Reconciliation of Income Tax Rate) (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 34.00% | 34.00% | 34.00% |
State taxes, net of federal benefit | 3.50% | 4.30% | 26.50% |
Tax credits | -1.10% | -5.30% | 5.00% |
Effect of foreign operations | 0.10% | 2.00% | -0.80% |
Permanent items and other | -1.70% | -13.70% | 7.50% |
Tax carryforwards not benefited | -34.40% | -30.30% | -70.70% |
Total | 0.40% | -9.00% | 1.50% |
Income_Taxes_Unrecognized_Tax_
Income Taxes (Unrecognized Tax Benefits Roll Forward) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning Balance | $63 | $70 | $0 |
Additional based on tax positions related to the current year | 0 | 0 | 0 |
Additions for tax positions of prior years | 0 | 0 | 70 |
Reductions for tax positions of prior years | -10 | -7 | 0 |
Settlements | 0 | 0 | 0 |
Ending Balance | $53 | $63 | $70 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Operating Loss Carryforwards [Line Items] | |||
Federal statutory rate | 34.00% | 34.00% | 34.00% |
Operations and Acquisitions [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance increase (decrease) | 7,500,000 | 4,000,000 | |
Distribution to Visionael [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance increase (decrease) | 0 | -1,400,000 | |
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 61,000,000 | ||
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] | |||
Development credit carryforwards | 800,000 |
Debt_Longterm_Debt_Details
Debt (Long-term Debt) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Long-term debt | $23,371 | $28,683 |
Less current maturities | -10,964 | -5,245 |
Total long-term debt | 12,407 | 23,438 |
Senior Secured Notes [Member] | Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 16,871 | 20,678 |
Note discount | 75 | 123 |
Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 3,000 | 3,067 |
Seller Notes Due 2014 [Member] | Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 1,438 |
Note discount | 0 | 62 |
Seller Notes Due 2015 [Member] | Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 3,000 | 3,000 |
Seller Notes Due 2016 [Member] | Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $500 | $500 |
Debt_US_Loan_Agreement_Details
Debt (US Loan Agreement) (Details) (USD $) | 4 Months Ended | 12 Months Ended | 1 Months Ended | ||||
Mar. 01, 2014 | Dec. 31, 2014 | Apr. 30, 2013 | Dec. 31, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2013 | |
Line of Credit Facility [Line Items] | |||||||
Exercise price of warrants (in dollars per share) | $6.10 | ||||||
Line of Credit [Member] | U.S. Loan Agreement [Member] | Comerica Bank [Member] | Secured Accounts Receivable Revolving Loan Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $5,000,000 | ||||||
Outstanding borrowings | 0 | 2,100,000 | |||||
Line of Credit [Member] | U.S. Loan Agreement [Member] | Comerica Bank [Member] | Secured Term Loan Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | 19,500,000 | ||||||
Outstanding borrowings | 16,500,000 | 19,100,000 | |||||
Percentage of principal on term loans to be paid monthly | 5.00% | ||||||
Line of Credit [Member] | U.S. Loan Agreement [Member] | Comerica Bank [Member] | Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | 24,500,000 | ||||||
Prime Rate [Member] | Line of Credit [Member] | U.S. Loan Agreement [Member] | Comerica Bank [Member] | Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 1.75% | ||||||
Variable interest rate | 5.00% | 5.00% | 5.00% | ||||
Series B Preferred Stock [Member] | U.S. Loan Agreement [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Number of shares granted to purchase by warrant | 37,164 | 6,558 | 19,675 | ||||
Exercise price of warrants (in dollars per share) | $1 | $1 | $1 | ||||
Period warrant is exercisable | 10 years | 10 years | 10 years | ||||
Fair value of warrant at time of issuance | 158,000 | ||||||
Debt discount | $158,000 | ||||||
April 1, 2014 to March 1, 2015 [Member] | Line of Credit [Member] | U.S. Loan Agreement [Member] | Comerica Bank [Member] | Secured Term Loan Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Percentage of principal on term loans to be paid monthly | 15.00% | ||||||
April 1, 2015 to March 1, 2016 [Member] | Line of Credit [Member] | U.S. Loan Agreement [Member] | Comerica Bank [Member] | Secured Term Loan Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Percentage of principal on term loans to be paid monthly | 25.00% | ||||||
April 1, 2016 to March 1, 2017 [Member] | Line of Credit [Member] | U.S. Loan Agreement [Member] | Comerica Bank [Member] | Secured Term Loan Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Percentage of principal on term loans to be paid monthly | 25.00% | ||||||
April 1, 2017 to March 1, 2018 [Member] | Line of Credit [Member] | U.S. Loan Agreement [Member] | Comerica Bank [Member] | Secured Term Loan Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Percentage of principal on term loans to be paid monthly | 30.00% |
Debt_Canadian_Loan_Agreement_D
Debt (Canadian Loan Agreement) (Details) (Canadian Loan Agreement [Member], USD $) | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2014 | Feb. 29, 2012 | Mar. 31, 2013 | Dec. 31, 2013 | |
Line of Credit [Member] | Comerica Bank [Member] | Secured Accounts Receivable Revolving Loan Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $3,000,000 | |||
Line of Credit [Member] | Comerica Bank [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Increase in interest rate upon default | 5.00% | |||
Tenrox Inc. [Member] | Line of Credit [Member] | Comerica Bank [Member] | Secured Accounts Receivable Revolving Loan Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Outstanding borrowings | 3,000,000 | 1,000,000 | ||
Tenrox Inc. [Member] | Line of Credit [Member] | Comerica Bank [Member] | Secured Term Loan Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | 2,500,000 | |||
Outstanding borrowings | 400,000 | 1,700,000 | ||
Tenrox Inc. [Member] | Line of Credit [Member] | Comerica Bank [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $5,500,000 | |||
Prime Rate [Member] | Line of Credit [Member] | Comerica Bank [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.75% | |||
Series A Preferred Stock [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Number of shares granted to purchase by warrant | 19,675 | |||
Share price of preferred stock (in dollars per share) | $6.10 | |||
Period warrant is exercisable | 10 years |
Debt_Seller_Notes_Details
Debt (Seller Notes) (Details) (USD $) | Dec. 31, 2014 | 31-May-13 |
Business Acquisition [Line Items] | ||
Note payment due in 2015 | $5,375,000 | |
Note payment due in 2016 | 5,606,000 | |
Seller Notes Payable [Member] | FileBound [Member] | ||
Business Acquisition [Line Items] | ||
Note face amount | 3,500,000 | |
Stated interest rate | 5.00% | |
Seller Notes Due 2015 [Member] | FileBound [Member] | ||
Business Acquisition [Line Items] | ||
Note payment due in 2015 | 3,000,000 | |
Seller Notes Due 2016 [Member] | FileBound [Member] | ||
Business Acquisition [Line Items] | ||
Note payment due in 2016 | $500,000 |
Debt_Future_Debt_Maturities_of
Debt (Future Debt Maturities of Long-term Debt) (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Debt Disclosure [Abstract] | |
2015 | $11,002 |
2016 | 5,375 |
2017 | 5,606 |
2018 | 1,463 |
Thereafter | 0 |
Long-term debt | $23,446 |
Debt_Convertible_Promissory_No
Debt (Convertible Promissory Notes) (Details) (Convertible Promissory Note [Member], USD $) | 1 Months Ended |
In Millions, unless otherwise specified | Oct. 31, 2013 |
Debt Instrument [Line Items] | |
Notes payable | $4.90 |
Stated interest rate | 5.00% |
Interest Expense [Member] | |
Debt Instrument [Line Items] | |
Beneficial conversion feature amount | $1.20 |
Preferred Stock [Member] | |
Debt Instrument [Line Items] | |
Conversion ratio for shares of preferred stock | 0.8 |
Net_Loss_Per_Common_Share_Comp
Net Loss Per Common Share (Computation of Loss Per Share) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Numerators: | |||||||||||
Loss from continuing operations attributable to common stockholders | ($2,675) | ($2,445) | ($2,377) | ($12,620) | ($5,048) | ($1,233) | ($1,823) | ($451) | ($20,117) | ($8,555) | ($4,298) |
Income (loss) from discontinued operations attributable to common stockholders | 0 | 0 | 0 | 0 | -131 | -195 | -177 | -139 | 0 | -642 | 1,791 |
Preferred stock dividends and accretion | -204 | -445 | -440 | -435 | -65 | -11 | -11 | -11 | -1,524 | -98 | -44 |
Net loss attributable to common shareholders | ($2,879) | ($2,890) | ($2,817) | ($13,055) | ($5,244) | ($1,439) | ($2,011) | ($601) | ($21,641) | ($9,295) | ($2,551) |
Denominator: | |||||||||||
Weighted–average common shares outstanding, basic and diluted | 9,507,246 | 3,602,156 | 3,533,198 | 2,916,949 | 1,430,233 | 1,232,626 | 1,127,152 | 2,123,813 | 4,889,901 | 1,196,668 | 751,416 |
Loss from continuing operations per share, basic and diluted (in USD per share) | ($0.30) | ($0.80) | ($0.80) | ($4.48) | ($3.57) | ($1.01) | ($1.63) | ($0.22) | ($4.43) | ($7.23) | ($5.78) |
Loss from discontinued operations per share, basic and diluted (in USD per share) | $0 | $0 | $0 | $0 | ($0.09) | ($0.16) | ($0.16) | ($0.07) | $0 | ($0.54) | $2.39 |
Net loss per common share, basic and diluted (in USD per share) | ($0.30) | ($0.80) | ($0.80) | ($4.48) | ($3.66) | ($1.17) | ($1.79) | ($0.29) | ($4.43) | ($7.77) | ($3.39) |
Net_Loss_Per_Common_Share_Anti
Net Loss Per Common Share (AntiDilutive Common Share Equivalents) (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti–dilutive common share equivalents | 1,104,155 | 7,432,747 | 5,468,340 |
Equity Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti–dilutive common share equivalents | 665,216 | 357,991 | 187,622 |
Restricted Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti–dilutive common share equivalents | 438,939 | 240,280 | 626,460 |
Series A Preferred Stock [Member] | Convertible Debt Securities [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti–dilutive common share equivalents | 0 | 2,821,181 | 2,821,181 |
Series B Preferred Stock [Member] | Convertible Debt Securities [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti–dilutive common share equivalents | 0 | 1,701,909 | 1,701,909 |
Series B-1 Preferred Stock [Member] | Convertible Debt Securities [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti–dilutive common share equivalents | 0 | 237,740 | 131,168 |
Series B-2 Preferred Stock [Member] | Convertible Debt Securities [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti–dilutive common share equivalents | 0 | 155,598 | 0 |
Series C Preferred Stock [Member] | Convertible Debt Securities [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti–dilutive common share equivalents | 0 | 1,918,048 | 0 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Line of Credit Facility [Line Items] | |||
Purchase obligation | $2,132,000 | ||
Increase in obligation of second year if a 10% increase in revenue | 210,000 | ||
Purchase obligation in second year if revenue increases 10% | 2,300,000 | ||
Rent expense | 1,900,000 | 800,000 | 400,000 |
Letter of Credit [Member] | |||
Line of Credit Facility [Line Items] | |||
Letter of credit amount with bank | 100,000 | ||
Software Development Services [Member] | |||
Line of Credit Facility [Line Items] | |||
Purchase obligation | $2,100,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Future Minimum Payments, Operating and Capital Leases) (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Capital Leases | |
2015 | $989 |
2016 | 774 |
2017 | 624 |
2018 | 331 |
2019 | 11 |
Thereafter | 0 |
Total minimum lease payments | 2,729 |
Less amount representing interest | -309 |
Present value of capital lease obligations | 2,420 |
Less current portion of capital lease obligations | -887 |
Long-term capital lease obligations | 1,533 |
Operating Leases | |
2015 | 1,533 |
2016 | 1,278 |
2017 | 917 |
2018 | 615 |
2019 | 460 |
Thereafter | 96 |
Total minimum lease payments | 4,899 |
Purchase Commitments | |
2015 | 2,132 |
Total minimum lease payments | $2,132 |
Property_and_Equipment_Net_Det
Property and Equipment, Net (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $2,300 | $791 | $390 |
Property, Plant and Equipment, Net [Abstract] | |||
Accumulated depreciation (included equipment under capital lease of $1,194 and $1,080 at December 31, 2014 and 2013, respectively) | -4,858 | -2,460 | |
Property and equipment, net | 3,930 | 3,942 | |
Capital leased assets | 1,194 | 1,080 | |
Equipment [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and Equipment | 7,712 | 3,498 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and Equipment | 502 | 607 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and Equipment | $574 | $2,297 |
Stockholders_Equity_and_StockB2
Stockholders' Equity and Stock-Based Compensation (Common Stock) (Details) (USD $) | 4 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||
Oct. 31, 2010 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2014 | Oct. 31, 2012 | Sep. 30, 2014 | Nov. 07, 2013 | Jan. 31, 2014 | Nov. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2011 | Dec. 10, 2014 | |
Class of Stock [Line Items] | |||||||||||||
Shares authorized, common stock | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||||
Shares authorized, preferred stock | 5,000,000 | 0 | 5,000,000 | ||||||||||
Par value, common stock | $0.00 | $0.00 | $0.00 | ||||||||||
Par value, preferred stock | $0.00 | $0.00 | $0.00 | ||||||||||
Common stock outstanding | 15,249,118 | 1,851,319 | 15,249,118 | ||||||||||
Proceeds from issuance of common stock | $965 | $38,846,000 | $0 | $0 | |||||||||
Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Reverse stock split | 0.16396 | ||||||||||||
Common stock outstanding | 15,249,118 | 1,851,319 | 1,695,720 | 15,249,118 | 1,582,635 | ||||||||
Issuance of restricted stock (in shares) | 1,582,635 | 335,673 | 113,085 | 113,085 | |||||||||
Shares issued, price per share (in USD per share) | $0.00 | $1.22 | |||||||||||
Proceeds from issuance of common stock | 138,000 | ||||||||||||
Issuance of common stock in initial public offering (in shares) | 3,846,154 | ||||||||||||
Proceeds from IPO issuance | 42,900,000 | ||||||||||||
Issuance costs | 4,100,000 | ||||||||||||
Issuance of common stock upon conversion of preferred stock (in shares) | 6,834,476 | 6,834,476 | |||||||||||
Issuance of common stock, acquisitions (in shares) | 577,486 | 155,599 | |||||||||||
Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock outstanding | 0 | 6,834,476 | 0 | ||||||||||
Restricted Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Awards granted in period | 401,244 | 0 | 113,085 | 41,664 | 294,010 | ||||||||
Grant date fair value of awards granted | $12 | $8.73 | |||||||||||
Share-based Compensation Award, Tranche One [Member] | Restricted Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Awards granted in period | 40,990 | ||||||||||||
Vesting period of stock options | 3 years | ||||||||||||
Share-based Compensation Award, Tranche Two [Member] | Restricted Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Awards granted in period | 253,020 | ||||||||||||
Vesting period of stock options | 4 years | ||||||||||||
Common Stock [Member] | ComSci [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Numbers of share issued in acquisition | 155,599 | 1,803,574 | 155,599 | ||||||||||
Value of shares issued in acquisition | 275,000 | ||||||||||||
Common Stock [Member] | Solution Q [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Numbers of share issued in acquisition | 150,977 | ||||||||||||
Value of shares issued in acquisition | 1,645,646 | ||||||||||||
Vesting period of stock options | 2 years | ||||||||||||
Common Stock [Member] | Mobile Commons [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Numbers of share issued in acquisition | 386,253 | ||||||||||||
Value of shares issued in acquisition | 4,500,000 | 4,500,000 | 4,500,000 | ||||||||||
Issuance of common stock, acquisitions (in shares) | 316,747 | ||||||||||||
Issuance of common stock to be held in escrow, acquisitions (in shares) | 44,192 | ||||||||||||
Shares reserved for issuance upon completion of certain documentation | 25,314 | 25,314 | |||||||||||
IPO [Member] | Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares issued, price per share (in USD per share) | $12 | ||||||||||||
Issuance of common stock in initial public offering (in shares) | 3,846,154 | ||||||||||||
Employee [Member] | Common Stock [Member] | Solution Q [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Numbers of share issued in acquisition | 65,570 | ||||||||||||
Value of shares issued in acquisition | 700,000 | ||||||||||||
Research and Development Expense [Member] | Investor [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Noncash charge recorded in research and development | 11,200,000 |
Stockholders_Equity_and_StockB3
Stockholders' Equity and Stock-Based Compensation (Stock Compensation Plans) (Details) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 665,210 | 357,991 | 187,622 | 37,383 |
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) | 665,210 | |||
Upland Software, Inc. 2014 Stock Plan [Member] | Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock shares reserved for issuance under the plan | 120,567 | |||
Upland Software, Inc. 2014 Stock Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units outstanding (in shares) | -41,664 |
Stockholders_Equity_and_StockB4
Stockholders' Equity and Stock-Based Compensation (Stock Option Activity) (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Weighted-Average Fair Value per Share | ||||
Weighted-Average Fair Value per Share, Options granted (in dollars per share) | $3.76 | $0.91 | $0.79 | |
Share-based compensation expense | $1,078,000 | $498,000 | $92,000 | |
Stock Options [Member] | ||||
Number of Options Outstanding | ||||
Number of Options Outstanding at beginning of period (in shares) | 357,991 | 187,622 | 37,383 | |
Number of Options Outstanding, options granted (in shares) | 386,797 | 191,045 | 173,844 | |
Number of Options Outstanding, options exercised (in shares) | -435 | |||
Number of Options Outstanding, options forfeited (in shares) | -79,143 | -20,676 | -23,605 | |
Number of Options Outstanding at end of period (in shares) | 665,210 | 357,991 | 187,622 | 37,383 |
Number of Options Outstanding, Options vested and expected to vest (in shares) | 149,907 | 59,106 | ||
Number of Options Outstanding, Options vested and exercisable (in shares) | 149,907 | 56,675 | ||
Weighted-Average Exercise Price | ||||
Weighted-Average Exercise Price, beginning of period (in dollars per share) | $1.40 | $1.04 | $0.30 | |
Weighted-Average Exercise Price, options granted (in dollars per share) | $7.03 | $1.77 | $1.22 | |
Weighted-Average Exercise Price, options exercised (in dollars per share) | $1.77 | |||
Weighted-Average Exercise Price, options forfeited (in dollars per share) | $3.87 | $1.28 | $1.22 | |
Weighted-Average Exercise Price, end of period (in dollars per share) | $4.39 | $1.40 | $1.04 | $0.30 |
Weighted-Average Exercise Price, Options vested and expected to vest (in dollars per share) | $1.58 | $0.79 | ||
Weighted-Average Exercise Price, Options vested and exercisable (in dollars per share) | $1.58 | $0.79 | ||
Weighted-Average Remaining Contractual Life (In Years) | 8 years 9 months 11 days | 9 years 1 month 28 days | 9 years 7 months 24 days | 9 years 3 months |
Weighted-Average Remaining Contractual Life (In Years), Options vested and expected to vest | 7 years 9 months 22 days | 8 years 0 months 15 days | ||
Weighted-Average Remaining Contractual Life (In Years), Options vested and exercisable | 7 years 9 months 22 days | 8 years 0 months 15 days | ||
Weighted-Average Fair Value per Share | ||||
Weighted-Average Fair Value per Share, beginning (in dollars per share) | $0.79 | $0.67 | $0.18 | |
Weighted-Average Fair Value per Share, Options granted (in dollars per share) | $3.76 | $0.91 | $0.79 | |
Weighted-Average Fair Value per Share, Options exercised (in dollars per share) | $0.93 | |||
Weighted-Average Fair Value per Share, Options forfeited (in dollars per share) | $2.09 | $0.79 | $0.79 | |
Weighted-Average Fair Value per Share, ending (in dollars per share) | $2.37 | $0.79 | $0.67 | $0.18 |
Aggregate intrinsic value of options vested | 1,200,000 | 206,000 | ||
Aggregate intrinsic value of options outstanding | 3,400,000 | 1,700,000 | ||
Total fair value of employee options vested during the period | 106,000 | 34,000 | ||
Weighted-average grant date fair value of unvested shares (in dollars per share) | $2.79 | $0.79 | ||
Share-based compensation expense | 1,100,000 | 498,000 | ||
Unrecognized compensation costs | $3,900,000 | |||
Unrecognized compensation costs, period of recognition | 3 years 4 months 2 days |
Stockholders_Equity_and_StockB5
Stockholders' Equity and Stock-Based Compensation (Restricted Stock Awards) (Details) (Restricted Stock [Member]) | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Unvested balances, beginning | 240,279 | 739,544 | 1,022,118 | ||
Awards granted | 41,664 | 294,010 | 401,244 | 0 | 113,085 |
Awards vested | -202,584 | -499,265 | -395,659 | ||
Unvested balances, ending | 438,939 | 240,279 | 739,544 |
Stockholders_Equity_and_StockB6
Stockholders' Equity and Stock-Based Compensation (Shared Based Compensation) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | $1,078 | $498 | $92 |
Cost of Subscription and Support Revenue [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | 30 | 9 | 0 |
Cost of Professional Services Revenue [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | 19 | 8 | 0 |
Sales and Marketing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | 39 | 15 | 0 |
Research and Development [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | 61 | 12 | 0 |
General and Administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | $929 | $454 | $92 |
Redeemable_Convertible_Preferr1
Redeemable Convertible Preferred Stock (Details) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||||
Dec. 31, 2013 | Dec. 31, 2014 | Jan. 31, 2012 | Dec. 31, 2011 | Nov. 30, 2012 | 31-May-13 | Nov. 30, 2013 | Nov. 30, 2014 | Oct. 31, 2012 | Oct. 31, 2010 | |
Series B Redeemable Convertible Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares issued (in shares) | 1,701,909 | 0 | ||||||||
Series B-1 Redeemable Convertible Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares issued (in shares) | 237,740 | 0 | ||||||||
Series B-2 Redeemable Convertible Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares issued (in shares) | 155,598 | 0 | ||||||||
Series C Redeemable Convertible Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares issued (in shares) | 1,918,048 | 0 | ||||||||
Proceeds from Issuance of Redeemable Convertible Promissory Bridge Notes and Accrued Interest | $4,900,000 | |||||||||
Redeemable Convertible Preferred Stock, Series A Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares issued (in shares) | 2,821,181 | 0 | ||||||||
Preferred Stock [Member] | Minimum [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Share price of preferred stock (in dollars per share) | $14.82 | |||||||||
Minimum proceeds from issuance of redeemable preferred stock | 25,000,000 | |||||||||
Preferred Stock [Member] | Maximum [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Share price of preferred stock (in dollars per share) | $21.96 | |||||||||
Preferred Stock [Member] | Series B Redeemable Convertible Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares issued (in shares) | 1,701,909 | |||||||||
Proceeds from issuance of stock | 10,400,000 | |||||||||
Issuance costs | 22,000 | |||||||||
Preferred stock dividend rate, (in USD per share) | $0.49 | |||||||||
Preferred stock, liquidation preference (in USD per share) | $10.98 | |||||||||
Preferred stock, redemption price (in USD per share) | $6.10 | |||||||||
Shares issued, price per share (in USD per share) | $6.10 | |||||||||
Preferred stock, conversion price (in USD per share) | $6.10 | |||||||||
Preferred stock, minimum percentage of outstanding stock | 50.00% | |||||||||
Preferred Stock [Member] | Series B-1 Redeemable Convertible Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Preferred stock dividend rate, (in USD per share) | $0.49 | |||||||||
Preferred stock, liquidation preference (in USD per share) | $10.98 | |||||||||
Preferred stock, redemption price (in USD per share) | $6.10 | |||||||||
Shares issued, price per share (in USD per share) | $6.10 | |||||||||
Preferred stock, conversion price (in USD per share) | $6.10 | |||||||||
Preferred stock, minimum percentage of outstanding stock | 50.00% | |||||||||
Preferred Stock [Member] | Series B-2 Redeemable Convertible Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Preferred stock dividend rate, (in USD per share) | $0.49 | |||||||||
Preferred stock, liquidation preference (in USD per share) | $10.98 | |||||||||
Preferred stock, redemption price (in USD per share) | $6.10 | |||||||||
Shares issued, price per share (in USD per share) | $6.10 | |||||||||
Preferred stock, conversion price (in USD per share) | $6.10 | |||||||||
Preferred stock, minimum percentage of outstanding stock | 50.00% | |||||||||
Preferred Stock [Member] | Series C Redeemable Convertible Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares issued (in shares) | 1,918,048 | |||||||||
Proceeds from issuance of stock | 19,700,000 | |||||||||
Issuance costs | 82,000 | |||||||||
Preferred stock dividend rate, percentage | 8.00% | |||||||||
Shares issued, price per share (in USD per share) | $10.98 | |||||||||
Preferred stock, conversion price (in USD per share) | $10.98 | |||||||||
Preferred stock, minimum percentage of outstanding stock | 50.00% | |||||||||
Preferred Stock [Member] | Redeemable Convertible Preferred Stock, Series A Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares issued (in shares) | 169,054 | 2,652,110 | ||||||||
Proceeds from issuance of stock | 1,000,000 | 16,000,000 | ||||||||
Issuance costs | 24,000 | 199,000 | ||||||||
Preferred stock dividend rate, (in USD per share) | $0.49 | |||||||||
Preferred stock, liquidation preference (in USD per share) | $10.98 | |||||||||
Preferred stock, redemption price (in USD per share) | $6.10 | |||||||||
Shares issued, price per share (in USD per share) | $6.10 | |||||||||
Preferred stock, conversion price (in USD per share) | $6.10 | |||||||||
Preferred stock, minimum percentage of outstanding stock | 50.00% | |||||||||
EPM Live [Member] | Preferred Stock [Member] | Series B-1 Redeemable Convertible Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Numbers of share issued in acquisition | 131,168 | |||||||||
Value of shares issued in acquisition | 800,000 | |||||||||
Preferred stock vesting period | 24 months | |||||||||
FileBound [Member] | Preferred Stock [Member] | Series B-1 Redeemable Convertible Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Numbers of share issued in acquisition | 106,572 | |||||||||
Value of shares issued in acquisition | 624,000 | |||||||||
ComSci [Member] | Preferred Stock [Member] | Series B-2 Redeemable Convertible Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Numbers of share issued in acquisition | 155,598 | |||||||||
Value of shares issued in acquisition | 949,000 | |||||||||
Common Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Issuance costs | $4,100,000 | |||||||||
Issuance of common stock upon conversion of preferred stock (in shares) | 6,834,476 | 6,834,476 | ||||||||
Shares issued, price per share (in USD per share) | $1.22 | $0.00 |
Preferred_Stock_Warrants_Detai
Preferred Stock Warrants (Details) (USD $) | Dec. 31, 2013 |
Class of Warrant or Right [Line Items] | |
Exercise price of warrants (in dollars per share) | $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 |
Preferred_Stock_Warrants_Fair_
Preferred Stock Warrants (Fair Value Inputs and Assumptions) (Details) (Warrant [Member], USD $) | 0 Months Ended | 12 Months Ended | ||
Nov. 12, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 12, 2014 | |
Series A Preferred Stock [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Stock Price (in dollars per share) | $12 | $10.67 | $1.22 | $12 |
Exercise price (in dollars per share) | $6.10 | $6.10 | $6.10 | $6.10 |
Expected volatility | 57.60% | 53.30% | 72.52% | |
Risk-free interest rate | 1.65% | 1.75% | 1.36% | |
Expected life in years | 4 years 3 months | 5 years 1 month 13 days | 7 years | |
Dividend yield | 0.00% | 0.00% | 0.00% | |
Series B Preferred Stock [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Stock Price (in dollars per share) | $12 | $10.67 | $1.22 | $12 |
Exercise price (in dollars per share) | $6.10 | $6.10 | $6.10 | $6.10 |
Expected volatility | 57.60% | 53.30% | 72.52% | |
Risk-free interest rate | 1.65% | 1.75% | 0.95% | |
Expected life in years | 6 years 1 month 13 days | |||
Dividend yield | 0.00% | 0.00% | 0.00% | |
Series B Preferred Stock [Member] | Minimum [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Expected life in years | 4 years 3 months 26 days | 5 years 2 months 5 days | ||
Series B Preferred Stock [Member] | Maximum [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Expected life in years | 5 years 5 months 1 day | 6 years 3 months 11 days |
Employee_Benefit_Plans_Details
Employee Benefit Plans (Details) | Dec. 31, 2014 |
retirement_plan | |
Compensation and Retirement Disclosure [Abstract] | |
Number of voluntary defined contribution plans | 2 |
Domestic_and_Foreign_Operation2
Domestic and Foreign Operations (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $64,574 | $41,193 | $22,763 |
Long-Lived Assets | 3,930 | 3,942 | 1,407 |
U.S. [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 50,661 | 31,166 | 16,999 |
Long-Lived Assets | 3,330 | 3,310 | 637 |
Canada [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 3,713 | 3,509 | 2,920 |
Long-Lived Assets | 600 | 632 | 770 |
Other International [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 10,200 | 6,518 | 2,844 |
Long-Lived Assets | $0 | $0 | $0 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2014 | |
Related Party Transaction [Line Items] | ||||
Shares issued to related party | 15,249,118 | 1,851,319 | ||
Purchase obligation | $2,132,000 | |||
Increase in obligation of second year if a 10% increase in revenue | 210,000 | |||
Purchase obligation in second year if revenue increases 10% | 2,300,000 | |||
Investor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amount of related party transaction | 2,100,000 | 2,100,000 | 1,000,000 | |
Shares issued to related party | 1,803,574 | |||
Accounts payable | 416,000 | 0 | 1,000,000 | |
Research and Development Expense [Member] | Investor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Noncash charge recorded in research and development | 11,200,000 | |||
Software Development Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Purchase obligation | $2,100,000 |
Subsequent_Events_Details
Subsequent Events (Details) (Line of Credit [Member], Comerica Bank [Member], USD $) | 12 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Mar. 23, 2015 | Mar. 24, 2015 | Dec. 31, 2012 | |
Secured Accounts Receivable Revolving Loan Facility [Member] | U.S. Loan Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Maximum borrowing capacity | $5,000,000 | |||||
Outstanding borrowings | 0 | 2,100,000 | ||||
Secured Accounts Receivable Revolving Loan Facility [Member] | U.S. Loan Agreement [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Maximum borrowing capacity | 5,000,000 | |||||
Secured Accounts Receivable Revolving Loan Facility [Member] | Canadian Loan Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Maximum borrowing capacity | 3,000,000 | |||||
Secured Term Loan Facility [Member] | U.S. Loan Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Maximum borrowing capacity | 19,500,000 | |||||
Outstanding borrowings | 16,500,000 | 19,100,000 | ||||
Secured Term Loan Facility [Member] | U.S. Loan Agreement [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Outstanding borrowings | 15,800,000 | |||||
Secured Term Loan Facility [Member] | Canadian Loan Agreement [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Outstanding borrowings | 104,167 | |||||
Revolving Credit Facility [Member] | U.S. Loan Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Maximum borrowing capacity | $24,500,000 | |||||
Increase in interest rate upon default | 5.00% | |||||
Revolving Credit Facility [Member] | Canadian Loan Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Increase in interest rate upon default | 5.00% | |||||
Prime Rate [Member] | Revolving Credit Facility [Member] | U.S. Loan Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Basis spread on variable rate | 1.75% | |||||
Variable interest rate | 5.00% | 5.00% | 5.00% | |||
Prime Rate [Member] | Revolving Credit Facility [Member] | Canadian Loan Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Basis spread on variable rate | 1.75% |
Quarterly_Results_Details
Quarterly Results (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue: | |||||||||||
Subscription and support | $12,715 | $12,368 | $11,805 | $11,737 | $8,974 | $7,731 | $7,372 | $6,810 | $48,625 | $30,887 | $18,281 |
Perpetual license | 840 | 850 | 657 | 440 | 868 | 647 | 453 | 35 | 2,787 | 2,003 | 641 |
Total product revenue | 13,555 | 13,218 | 12,462 | 12,177 | 9,842 | 8,378 | 7,825 | 6,845 | 51,412 | 32,890 | 18,922 |
Professional services | 2,920 | 3,057 | 3,749 | 3,436 | 2,292 | 2,014 | 2,192 | 1,805 | 13,162 | 8,303 | 3,841 |
Total revenue | 16,475 | 16,275 | 16,211 | 15,613 | 12,134 | 10,392 | 10,017 | 8,650 | 64,574 | 41,193 | 22,763 |
Cost of revenue: | |||||||||||
Subscription and support | 3,950 | 3,488 | 3,346 | 3,258 | 2,429 | 2,087 | 1,787 | 1,484 | 14,042 | 7,787 | 4,189 |
Professional services | 2,037 | 2,305 | 2,340 | 2,397 | 1,425 | 1,400 | 1,505 | 1,350 | 9,079 | 5,680 | 3,121 |
Total cost of revenue | 5,987 | 5,793 | 5,686 | 5,655 | 3,854 | 3,487 | 3,292 | 2,834 | 23,121 | 13,467 | 7,310 |
Gross profit | 10,488 | 10,482 | 10,525 | 9,958 | 8,280 | 6,905 | 6,725 | 5,816 | 41,453 | 27,726 | 15,453 |
Operating expenses: | |||||||||||
Sales and marketing | 3,752 | 3,767 | 4,015 | 3,136 | 3,496 | 2,726 | 2,472 | 1,931 | 14,670 | 10,625 | 6,331 |
Research and development | 3,979 | 3,793 | 3,494 | 14,899 | 3,204 | 2,730 | 2,319 | 2,087 | 26,165 | 10,340 | 5,308 |
Refundable Canadian tax credits | -682 | -138 | -138 | -136 | -143 | -144 | -147 | -149 | -1,094 | -583 | -728 |
General and administrative | 4,330 | 3,555 | 3,053 | 2,623 | 2,250 | 1,662 | 1,605 | 1,315 | 13,561 | 6,832 | 4,574 |
Depreciation and amortization | 1,122 | 1,067 | 1,066 | 1,055 | 735 | 688 | 1,685 | 562 | 4,310 | 3,670 | 1,812 |
Acquisition-related expenses | 1,557 | 108 | 231 | 290 | 911 | 22 | 519 | 9 | 2,186 | 1,461 | 1,933 |
Total operating expenses | 14,058 | 12,152 | 11,721 | 21,867 | 10,453 | 7,684 | 8,453 | 5,755 | 59,798 | 32,345 | 19,230 |
Loss from operations | -3,570 | -1,670 | -1,196 | -11,909 | -2,173 | -779 | -1,728 | 61 | -18,345 | -4,619 | -3,777 |
Interest expense, net | -720 | -397 | -419 | -415 | -1,816 | -434 | -324 | -223 | -1,951 | -2,797 | -528 |
Other income (expense), net | 409 | 60 | -482 | 114 | -553 | 49 | 119 | -46 | 101 | -431 | -65 |
Total other expense | -311 | -337 | -901 | -301 | -2,369 | -385 | -205 | -269 | -1,850 | -3,228 | -593 |
Loss before provision for income taxes | -3,881 | -2,007 | -2,097 | -12,210 | -4,542 | -1,164 | -1,933 | -208 | -20,195 | -7,847 | -4,370 |
Provision for income taxes | 1,206 | -438 | -280 | -410 | -506 | -69 | 110 | -243 | 78 | -708 | 72 |
Loss from continuing operations | -2,675 | -2,445 | -2,377 | -12,620 | -5,048 | -1,233 | -1,823 | -451 | -20,117 | -8,555 | -4,298 |
Income (loss) from discontinued operations attributable to common stockholders | 0 | 0 | 0 | 0 | -131 | -195 | -177 | -139 | 0 | -642 | 1,791 |
Net loss | -2,675 | -2,445 | -2,377 | -12,620 | -5,179 | -1,428 | -2,000 | -590 | -20,117 | -9,197 | -2,507 |
Preferred stock dividends and accretion | -204 | -445 | -440 | -435 | -65 | -11 | -11 | -11 | -1,524 | -98 | -44 |
Net loss attributable to common shareholders | ($2,879) | ($2,890) | ($2,817) | ($13,055) | ($5,244) | ($1,439) | ($2,011) | ($601) | ($21,641) | ($9,295) | ($2,551) |
Net loss per common share: | |||||||||||
Loss from continuing operations per common share, basic and diluted (in USD per share) | ($0.30) | ($0.80) | ($0.80) | ($4.48) | ($3.57) | ($1.01) | ($1.63) | ($0.22) | ($4.43) | ($7.23) | ($5.78) |
Income (loss) from discontinued operations per common share, basic and diluted (in USD per share) | $0 | $0 | $0 | $0 | ($0.09) | ($0.16) | ($0.16) | ($0.07) | $0 | ($0.54) | $2.39 |
Net loss per common share, basic and diluted (in USD per share) | ($0.30) | ($0.80) | ($0.80) | ($4.48) | ($3.66) | ($1.17) | ($1.79) | ($0.29) | ($4.43) | ($7.77) | ($3.39) |
Weighted-average common shares outstanding, basic and diluted (in USD per share) | 9,507,246 | 3,602,156 | 3,533,198 | 2,916,949 | 1,430,233 | 1,232,626 | 1,127,152 | 2,123,813 | 4,889,901 | 1,196,668 | 751,416 |
Quarterly_Results_Percentage_o
Quarterly Results (Percentage of Revenue) (Details) | 3 Months Ended | |||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | |
Revenue [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% |
Subscription and Support Revenue [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | 77.00% | 76.00% | 73.00% | 75.00% | 74.00% | 74.00% | 74.00% | 79.00% |
Perpetual License Revenue [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | 5.00% | 5.00% | 4.00% | 3.00% | 7.00% | 6.00% | 5.00% | 0.00% |
Product Revenue [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | 82.00% | 81.00% | 77.00% | 78.00% | 81.00% | 80.00% | 79.00% | 79.00% |
Professional Services Revenue [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | 18.00% | 19.00% | 23.00% | 22.00% | 19.00% | 20.00% | 21.00% | 21.00% |
Cost of Revenue [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | 36.00% | 35.00% | 35.00% | 36.00% | 32.00% | 33.00% | 33.00% | 33.00% |
Cost of Subscription and Support Revenue [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | 24.00% | 21.00% | 21.00% | 21.00% | 20.00% | 20.00% | 18.00% | 17.00% |
Cost of Professional Services Revenue [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | 12.00% | 14.00% | 14.00% | 15.00% | 12.00% | 13.00% | 15.00% | 16.00% |
Gross Profit [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | 64.00% | 65.00% | 65.00% | 64.00% | 68.00% | 67.00% | 67.00% | 67.00% |
Operating Expense [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | 85.00% | 75.00% | 73.00% | 140.00% | 87.00% | 74.00% | 85.00% | 65.00% |
Sales and Marketing [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | 23.00% | 23.00% | 25.00% | 20.00% | 29.00% | 26.00% | 25.00% | 22.00% |
Research and Development [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | 24.00% | 23.00% | 22.00% | 95.00% | 26.00% | 26.00% | 23.00% | 24.00% |
Refundable Canadian Tax Credits [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | -4.00% | -1.00% | -1.00% | -1.00% | -1.00% | -1.00% | -1.00% | -2.00% |
General and Administrative [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | 26.00% | 22.00% | 19.00% | 17.00% | 19.00% | 16.00% | 16.00% | 15.00% |
Depreciation and Amortization [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | 7.00% | 7.00% | 7.00% | 7.00% | 6.00% | 7.00% | 17.00% | 6.00% |
Acquisition-related expenses [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | 9.00% | 1.00% | 1.00% | 2.00% | 8.00% | 0.00% | 5.00% | 0.00% |
Income (Loss) from Operations [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | -21.00% | -10.00% | -8.00% | -76.00% | -19.00% | -7.00% | -18.00% | 2.00% |
Other Expense [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | -2.00% | -2.00% | -6.00% | -2.00% | -20.00% | -4.00% | -2.00% | -4.00% |
Interest Expense, Net [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | -4.00% | -2.00% | -3.00% | -3.00% | -15.00% | -4.00% | -3.00% | -3.00% |
Other Expense, Net [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | 2.00% | 0.00% | -3.00% | 1.00% | -5.00% | 0.00% | 1.00% | -1.00% |
Loss Before Provision for Income Taxes [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | -23.00% | -12.00% | -14.00% | -78.00% | -39.00% | -11.00% | -20.00% | -2.00% |
Provision for Income Taxes [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | 7.00% | -3.00% | -2.00% | -3.00% | -4.00% | -1.00% | 1.00% | -3.00% |
Loss from Continuing Operations [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | -16.00% | -15.00% | -16.00% | -81.00% | -43.00% | -12.00% | -19.00% | -5.00% |
Income (Loss) from Discontinued Operations [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | 0.00% | 0.00% | 0.00% | 0.00% | -1.00% | -2.00% | -2.00% | -2.00% |
Net Income (Loss) [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | -16.00% | -15.00% | -16.00% | -81.00% | -44.00% | -14.00% | -21.00% | -7.00% |
Preferred Stock Dividends and Accretion [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | -1.00% | -3.00% | -3.00% | -3.00% | -1.00% | 0.00% | 0.00% | 0.00% |
Net Loss Attributable to Common Stockholders [Member] | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Percentage of revenues | -17.00% | -18.00% | -19.00% | -84.00% | -45.00% | -14.00% | -21.00% | -7.00% |
Quarterly_Results_Narrative_De
Quarterly Results (Narrative) (Details) (USD $) | 3 Months Ended | 1 Months Ended | |
Dec. 31, 2014 | Jan. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | |||
Shares issued to related party | 15,249,118 | 1,851,319 | |
Increase in Refundable Canadian Tax Credits | $540,000 | ||
Investor [Member] | |||
Related Party Transaction [Line Items] | |||
Shares issued to related party | 1,803,574 | ||
Research and Development [Member] | Investor [Member] | |||
Related Party Transaction [Line Items] | |||
Noncash charge recorded in research and development | $11,200,000 |