| Debt
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||
|
|||
1. Organization and Operations
HubSpot, Inc. (the “Company”), was formed as a limited liability company in Delaware on April 4, 2005. The Company converted to a Delaware corporation on June 7, 2007. The Company provides a cloud-based inbound marketing and sales platform which features integrated applications to help businesses attract visitors to their websites, convert visitors into leads, close leads into customers and delight customers so they become promoters of those businesses. These integrated applications include social media, search engine optimization, blogging, website content management, marketing automation, email, CRM, analytics, and reporting.
The Company is headquartered in Cambridge, Massachusetts, and has wholly-owned subsidiaries in Dublin, Ireland, which commenced operations in January of 2013, in Sydney, Australia, which commenced operations in August of 2014, and in Singapore which commenced operations in October 2015.
On October 15, 2014, the Company closed its initial public offering (“IPO”) whereby 5,750,000 shares of common stock were sold to the public, including the underwriters’ overallotment option of 750,000 shares of common stock, at a price of $25.00 per share. The Company received aggregate proceeds of approximately $133.7 million from the IPO, net of underwriters’ discounts and commissions, but before deduction of offering expenses of approximately $3.1 million. Upon the closing of the IPO, all shares of the Company’s outstanding convertible preferred stock automatically converted into 19,529,713 shares of common stock.
On March 24, 2015, the Company closed a common stock public offering whereby 971,891 shares of common stock were sold to the public, including the underwriters’ overallotment option of 121,891 shares of common stock, at a price of $37.00 per share. The Company received aggregate proceeds of approximately $34.3 million from the offering, net of underwriters’ discounts and commissions, but before deduction of offering expenses of approximately $583 thousand.
|
|||
2. Summary of Significant Accounting Policies
Basis of Presentation —The consolidated financial statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany transactions have been eliminated in consolidation.
Use of Estimates —The preparation of 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 financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Operating Segments —The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision makers (“CODMs”), which are the Company’s chief executive officer and chief operating officer, in deciding how to allocate resources and assess performance. The Company’s CODMs evaluate the Company’s financial information and resources and assess the performance of these resources on a consolidated basis. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements.
Loss Per Share — Basic net loss attributable to common stockholders per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders per share is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, options to purchase common stock, common stock warrants, restricted stock units (“RSUs”) and redeemable convertible preferred stock are considered to be potential common stock equivalents. The Company applied the two-class method to calculate its basic and diluted net loss per share of common stock for the year ended December 31, 2013, as its convertible preferred stock and common stock are participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. However, the two-class method does not impact the net loss per share of common stock as the Company was in a loss position for the year ended December 31, 2013 and preferred stockholders did not participate in losses.
A reconciliation of the denominator used in the calculation of basic and diluted loss per share is as follows:
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|||
|
|
|
(in thousands, except per share amounts) |
|
|||||||||
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to common stockholders |
|
$ |
(46,053 |
) |
|
$ |
(48,560 |
) |
|
$ |
(34,328 |
) |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding—basic |
|
|
33,222 |
|
|
|
11,562 |
|
|
|
5,113 |
|
|
Dilutive effect of share equivalents resulting from stock options, RSUs, common stock warrant and redeemable convertible preferred shares (as converted) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Weighted-average common shares outstanding-diluted |
|
|
33,222 |
|
|
|
11,562 |
|
|
|
5,113 |
|
|
Net loss per common share, basic and diluted |
|
$ |
(1.39 |
) |
|
$ |
(4.20 |
) |
|
$ |
(6.71 |
) |
Additionally, since the Company incurred net losses for the years ended December 31, 2015, 2014 and 2013, diluted net loss attributable to common stockholders per share is the same as basic net loss attributable to common stockholders. The Company’s outstanding stock options, common stock warrant, redeemable convertible preferred stock, and RSUs are not included in the calculation of diluted loss per share as the effect would be anti-dilutive. The following table contains share totals with a potentially dilutive impact:
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|||
|
|
|
(in thousands) |
|
|||||||||
|
Options to purchase common shares |
|
|
3,331 |
|
|
|
4,588 |
|
|
|
4,695 |
|
|
Common stock warrant |
|
|
— |
|
|
|
13 |
|
|
|
13 |
|
|
Convertible preferred shares (as converted) |
|
|
— |
|
|
|
— |
|
|
|
19,530 |
|
|
RSUs |
|
|
1,703 |
|
|
|
1,376 |
|
|
|
858 |
|
Cash and Cash Equivalents —The Company considers all highly liquid investments purchased with original maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of cash held in bank deposit accounts and short-term, highly-liquid investments with remaining maturities of three months or less at the date of purchase, consisting of money-market funds.
Investments — Investments consist of corporate debt securities and U.S. government agency obligations. Securities having remaining maturities of more than three months at the date of purchase and less than one year from the date of the balance sheets are classified as short-term, and those with maturities of more than one year from the date of the balance sheet are classified as long-term in the consolidated balance sheets. The Company classifies its debt investments with readily determinable market values as available-for-sale. These investments are classified as investments on the consolidated balance sheets and are carried at fair market value, with unrealized gains and losses considered to be temporary in nature reported as accumulated other comprehensive loss, a separate component of stockholders’ equity. The Company reviews all investments for reductions in fair value that are other-than-temporary. When such reductions occur, the cost of the investment is adjusted to fair value through recording a loss on investments in the consolidated statements of operations. Gains and losses on investments are calculated on the basis of specific identification.
Investments are considered to be impaired when a decline in fair value below cost basis is determined to be other-than-temporary. The Company periodically evaluates whether a decline in fair value below cost basis is other-than-temporary by considering available evidence regarding these investments including, among other factors: the duration of the period that, and extent to which, the fair value is less than cost basis; the financial health of, and business outlook for the issuer, including industry and sector performance and operational and financing cash flow factors; overall market conditions and trends and the Company’s intent and ability to retain its investment in the security for a period of time sufficient to allow for an anticipated recovery in market value. Once a decline in fair value is determined to be other-than-temporary, a write-down is recorded and a new cost basis in the security is established.
Accounts Receivable and Allowance for Doubtful Accounts —Accounts receivable are carried at the original invoiced amount less an allowance for doubtful accounts based on the probability of future collection. When management becomes aware of circumstances that may decrease the likelihood of collection, it records a specific allowance against amounts due, which reduces the receivable to the amount that management reasonably believes will be collected. For all other customers, management determines the adequacy of the allowance based on historical loss patterns, the number of days that billings are past due and an evaluation of the potential risk of loss associated with specific accounts. To date, losses resulting from uncollected receivables have not exceeded management’s expectations.
The following is a rollforward of the Company’s allowance for doubtful accounts (in thousands):
|
|
|
Balance Beginning of Period |
|
|
Charged to Statement of Operations |
|
|
Deductions (1) |
|
|
Balance at End of Period |
|
||||
|
Allowance for doubtful accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2015 |
|
$ |
218 |
|
|
$ |
1,367 |
|
|
$ |
(1,214 |
) |
|
$ |
371 |
|
|
Year ended December 31, 2014 |
|
$ |
175 |
|
|
$ |
632 |
|
|
$ |
(589 |
) |
|
$ |
218 |
|
|
Year ended December 31, 2013 |
|
$ |
122 |
|
|
$ |
523 |
|
|
$ |
(470 |
) |
|
$ |
175 |
|
|
(1) |
Deductions include actual accounts written-off, net of recoveries. |
Restricted Cash —The Company had restricted cash of $363 thousand at December 31, 2015 and $230 thousand at December 31, 2014 related to landlord guarantees for leased facilities.
Property and Equipment —Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major betterments are capitalized as additions to leasehold improvements. Depreciation is recorded over the following estimated useful lives:
|
|
|
Estimated Useful Life |
|
Employee related computer equipment |
|
2 years |
|
Computer equipment and purchased software |
|
3 years |
|
Office equipment |
|
5 years |
|
Furniture and fixtures |
|
5 years |
|
Leasehold improvements |
|
Lesser of lease term or useful life |
Impairment of Long-Lived Assets —Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable or that the useful lives of those assets are no longer appropriate. Management considers the following potential indicators of impairment of its long-lived assets (asset group): a substantial decrease in the Company’s stock price, a significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used, a significant adverse change in legal factors or in the business climate that could affect the value of the long-lived asset (asset group), an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group), and a current expectation that, more likely than not, a long lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If this comparison indicates that there may be an impairment, the amount of the impairment is calculated as the difference between the carrying value and fair value. For the years presented, the Company did not recognize an impairment charge.
Goodwill —Goodwill represents the excess of cost over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. The Company has no other intangible assets with indefinite useful lives. Goodwill is not subject to amortization, but is monitored annually for impairment or more frequently if there are indicators of impairment. Management considers the following potential indicators of impairment: significant underperformance relative to historical or projected future operating results, significant changes in the Company’s use of acquired assets or the strategy of the Company’s overall business, significant negative industry or economic trends and a significant decline in the Company’s stock price for a sustained period. The Company performs its annual impairment test on November 30. Currently, the Company’s goodwill is evaluated at the entity level as it is determined there is only one reporting unit. The Company performs a two-step impairment test. In the first step, the fair value of each reporting unit is compared to its carrying amount. If the fair value exceeds the carrying value of the net assets assigned, goodwill is not considered impaired and the second step is not required. If the carrying value exceeds the fair value, then the second step of the impairment test is performed in order to determine the implied fair value of the reporting unit’s goodwill. If the carrying value of the goodwill exceeds the fair value, then an impairment charge is recorded. On November 30, 2015 the fair value of the Company’s single reporting unit exceeded its carrying amount. Because the fair value of the Company’s single reporting unit was in excess of its carrying value and there were no indicators that the Company’s goodwill had become impaired since that date, there was no impairment as of November 30, 2015 through December 31, 2015.
For the years ended December 31, 2015, 2014 and 2013, the Company did not recognize an impairment charge.
Advertising Expense —The Company expenses advertising as incurred, which is included in sales and marketing expense in the accompanying consolidated statements of operations. The Company incurred $4.9 million of advertising expense in 2015, $3.3 million in 2014, and $3.5 million in 2013.
Revenue Recognition —The Company primarily generates revenue from multiple-element arrangements, which typically include subscriptions to its online software solution and professional services which includes on-boarding and training services. The Company’s customers do not have the right to take possession of the online software solution. The Company recognizes revenue when all of the following have occurred:
|
|
· |
persuasive evidence of an arrangement with the customer exists; |
|
|
· |
service has been or is being provided; |
|
|
· |
the fees are fixed or determinable; and |
|
|
· |
collectability of the fees is reasonably assured. |
The Company’s arrangements do not contain general rights of return.
In order to treat elements in a multiple-element arrangement as separate units of accounting, the delivered elements must have standalone value and delivery of the undelivered element is probable and within control of the Company.
The Company has determined that subscriptions for its online software solution have standalone value because, once a customer launches its initial site, the online software solution is fully functional and does not require any additional development, modification, or customization.
Professional services consists primarily of on-boarding and web-based and in-person training, are not required to use the online software solution, and are determined to have stand-alone value from the related subscription services because they are sold separately by the Company and third parties.
When multiple-element arrangements are separated into different units of accounting, the arrangement consideration is allocated to the identified separate units based on a relative selling price hierarchy. The estimated fair value of each element is determined based upon the following hierarchy: (1) vendor specific objective evidence (“VSOE”) of fair value, (2) third party evidence of selling price (“TPE”), or (3) the Company’s best estimate of selling price (“BESP”). The Company is not able to establish VSOE of fair value for undelivered elements, which in most instances is subscription and training and professional services, based on its pricing practices, and there is not a reliable measure of TPE of selling price. As such, arrangement consideration is allocated amongst multiple deliverable arrangements using BESP. The Company establishes BESP for each deliverable primarily considering the median of actual sales prices of each type of subscription and other professional services sold. The Company considers each type of subscription and service as well as pricing and geographic information when establishing BESP. Arrangement consideration is allocated such that the revenue recognized does not exceed the fee subject to refund.
Revenue from subscriptions is recognized ratably over the subscription period beginning on the date the Company’s subscription is made available to customers. Substantially all subscription contracts are one year or less. The Company recognizes revenue from on-boarding and training services as the services are provided.
The Company pays its marketing agency partners a commission of the subscription sales price for sales to customers. The classification of the commission paid on the Company’s consolidated statements of operations depends on who is purchasing its subscription. In instances where the customer is purchasing the subscription, the Company is the primary obligor and records the commission paid to the agency partner as sales and marketing expense. When the agency partner purchases the subscription directly from the Company, the Company nets the consideration paid to the partner against the associated revenue it recognizes, as in these instances the Company’s customer is the partner and the Company’s remaining obligations are to the partner. The Company does not believe that it receives a tangible benefit from the payment back to the partner. The Company has $4.9 million accrued for partner commissions at December 31, 2015 and $2.8 million accrued for partner commissions at December 31, 2014. These amounts are included within other accrued expenses on the balance sheets.
Sales taxes collected from customers and remitted to government authorities are excluded from revenue.
Amounts that have been invoiced are recorded in accounts receivable and deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. Deferred revenue represents amounts billed for which revenue has not yet been recognized. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue and the remaining portion is recorded as long-term deferred revenue.
Concentrations of Credit Risk and Significant Customers —Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, investments and accounts receivable.
A significant portion of the Company’s cash and cash equivalents is held at one financial institution that management believes to be of high credit quality. Although the Company deposits it cash and cash equivalents with multiple financial institutions, its deposits exceed federally insured limits.
The Company’s investments consist of highly rated corporate debt securities and U.S. government agency obligations. The Company limits the amount of investments in any single issuer. The Company believes that, as of December 31, 2015, its concentration of credit risk related to investments was not significant.
The Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts, or other hedging arrangements.
The Company generally does not require collateral from its customers and generally requires payment 30 days from the invoice date. The Company maintains an allowance for doubtful accounts based on its assessment of the collectability of accounts receivable. Credit risk arising from accounts receivable is mitigated as a result of transacting with a large number of geographically dispersed customers spread across various industries.
At December 31, 2015 and 2014 there were no customers that represented more than 10% of the net accounts receivable balance. There were no customers that individually exceeded 10% of the Company’s revenue in any of the periods presented.
Foreign Currency —The functional currency of the Company’s foreign subsidiaries is the local currency. Assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rates in effect at the balance sheet dates; with the resulting translation adjustments directly recorded to a separate component of accumulated other comprehensive loss. Income and expense accounts are translated at the weighted-average exchange rates during the period. Foreign currency transaction gains and losses are recorded in other income (expense).
Research and Development —Research and development expenses include payroll, employee benefits and other expenses associated with product development.
Capitalized Software Development Costs —Certain payroll and stock compensation costs incurred to develop functionality for the Company’s software platform, as well as certain upgrades and enhancements that are expected to result in increased functionality are capitalized. The costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, certain internal costs are capitalized until the software is substantially complete and ready for its intended use. Capitalized software development costs are amortized on a straight-line basis over their estimated useful life of two years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.
Capitalized software development costs consisted of the following:
|
|
|
December 31, 2015 |
|
|
December 31, 2014 |
|
||
|
|
|
(in thousands) |
|
|||||
|
Gross capitalized software development costs |
|
$ |
18,737 |
|
|
$ |
14,219 |
|
|
Accumulated amortization |
|
|
(14,082 |
) |
|
|
(9,786 |
) |
|
Capitalized software development costs, net |
|
$ |
4,655 |
|
|
$ |
4,433 |
|
The Company capitalized software development costs of $4.5 million in 2015, $4.9 million in 2014, and $3.7 million in 2013. Stock-based compensation costs included in capitalized software were $492 thousand in 2015, $235 thousand in 2014, and $273 thousand in 2013.
Amortization of capitalized software development costs was $4.6 million in 2015, $3.9 million in 2014, and $2.6 million in 2013. Amortization expense is included in cost of revenue in the consolidated statements of operations.
Income Taxes —Deferred tax assets and liabilities are recognized for the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities using tax rates expected to be in effect in the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Accounting for uncertainty in income taxes recognized in the financial statements is in accordance with accounting authoritative guidance, which prescribes a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed “more-likely-than-not” to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. Our intention is to reinvest the total amount of our unremitted foreign earnings in the local international jurisdictions, except for instances where we can remit such earnings to the U.S. without an associated net tax cost. As a result, we do not provide for United States taxes on the unremitted earnings of our international subsidiaries.
Stock-Based Compensation —The Company accounts for all stock options and awards granted to employees and nonemployees using a fair value method. Stock-based compensation is recognized as an expense and is measured at the fair value of the award. The measurement date for employee awards is generally the date of the grant. The measurement date for nonemployee awards is generally the date the awards vest. Stock-based compensation costs are recognized as expense over the requisite service period, which is generally the vesting period for awards, on a straight-line basis for awards with only a service condition, and using the graded-method for awards with both a performance and service that were granted prior to our IPO, and on a straight-line basis for the awards that were granted following our IPO.
Recent Accounting Pronouncements— In November 2015, the Financial Accounting Standards Board (FASB) issued updated guidance that allows entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. The update simplifies the current guidance, which requires entities to separately present deferred tax assets and deferred tax liabilities as current and noncurrent in a classified balance sheet. The guidance is required for annual reporting periods beginning after December 15, 2016, including interim periods within the reporting period. The Company early adopted the provisions of this update during the fourth quarter of fiscal year 2015 and applied it retrospectively. Adoption of this standard did not materially impact results of operations, retained earnings, or cash flows in the current or previous interim and annual reporting periods.
In September 2015, the FASB issued updated guidance related to simplifying the accounting for measurement period adjustments related to business combinations. The amended guidance eliminates the requirement to retrospectively account for adjustments made during the measurement period. The standard is effective beginning January 1, 2016, with early adoption permitted. The Company does not expect it to have a material impact on our consolidated financial position, results of operations or cash flows.
In May 2014, the FASB issued updated guidance and disclosure requirements for recognizing revenue. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company 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. In July 2015, the FASB approved the deferral of the new standard's effective date by one year. The new standard now is effective for annual and interim reporting periods beginning December 15, 2017. The FASB will permit companies to adopt the new standard early, but not before the original effective date of December 15, 2016. The Company is evaluating the potential impact of adopting this new accounting guidance.
Reclassifications— Certain prior year amounts have been reclassified to conform with the current year’s presentation. During the year ended December 31, 2015, the Company classified $2.9 million of credit card fees associated with customer payments within general and administrative expenses on the consolidated statements of operations. Accordingly, the Company reclassified $2.0 million of credit card fees associated with customer payments for the year ended December 31, 2014 and $1.5 million of credit card fees associated with customer payments for the year ended December 31, 2013 from cost of revenues, subscription to general and administrative expenses to conform with this presentation.
|
|||
3. Fair Value of Financial Instruments
The Company measures certain financial assets at fair value. Fair value is determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy, as follows:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 — Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.
The following table details the fair value measurements within the fair value hierarchy of the Company’s financial assets and liabilities at December 31, 2015 and December 31, 2014.
|
|
|
December 31, 2015 |
|
|||||||||||||
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
|
|
|
(in thousands) |
|
|||||||||||||
|
Money market funds |
|
$ |
32,014 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
32,014 |
|
|
Commercial paper |
|
|
— |
|
|
|
7,711 |
|
|
|
— |
|
|
|
7,711 |
|
|
Corporate bonds |
|
|
— |
|
|
|
70,869 |
|
|
|
— |
|
|
|
70,869 |
|
|
U.S. government agency obligations |
|
|
— |
|
|
|
10,958 |
|
|
|
— |
|
|
|
10,958 |
|
|
Total |
|
$ |
32,014 |
|
|
$ |
89,538 |
|
|
$ |
— |
|
|
$ |
121,552 |
|
|
|
|
December 31, 2014 |
|
|||||||||||||
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
|
|
|
(in thousands) |
|
|||||||||||||
|
Money market funds |
|
$ |
100,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
100,000 |
|
|
Total |
|
$ |
100,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
100,000 |
|
The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents. The fair value of the Company’s investments in certain money market funds is their face value and such instruments are classified as Level 1 and are included in cash and cash equivalents on the consolidated balance sheets. At December 31, 2015, our Level 2 securities were priced by pricing vendors. These pricing vendors utilize the most recent observable market information in pricing these securities or, if specific prices are not available for these securities, use other observable inputs like market transactions involving identical or comparable securities.
For certain other financial instruments, including accounts receivable, accounts payable, capital leases and other current liabilities, the carrying amounts approximate their fair value due to the relatively short maturity of these balances.
The following tables summarize the composition of our short- and long-term investments at December 31, 2015. The Company did not have any investments at December 31, 2014.
|
|
|
December 31, 2015 |
|
|||||||||||||
|
|
|
Amortized Cost |
|
|
Unrealized Gains |
|
|
Unrealized (Losses) |
|
|
Aggregate Fair Value |
|
||||
|
|
|
(in thousands) |
|
|||||||||||||
|
Commercial paper |
|
$ |
7,721 |
|
|
$ |
— |
|
|
$ |
(10 |
) |
|
$ |
7,711 |
|
|
Corporate bonds |
|
|
71,207 |
|
|
|
— |
|
|
|
(338 |
) |
|
|
70,869 |
|
|
U.S. government agency obligations |
|
|
10,998 |
|
|
|
— |
|
|
|
(40 |
) |
|
|
10,958 |
|
|
Total |
|
$ |
89,926 |
|
|
$ |
— |
|
|
$ |
(388 |
) |
|
$ |
89,538 |
|
For all of our securities for which the amortized cost basis was greater than the fair value at December 31, 2015, the Company has concluded that there is no plan to sell the security nor is it more likely than not that the Company would be required to sell the security before its anticipated recovery. In making the determination as to whether the unrealized loss is other-than-temporary, the Company considered the length of time and extent the investment has been in an unrealized loss position, the financial condition and near-term prospects of the issuers, the issuers’ credit rating and the time to maturity.
Contractual Maturities
The contractual maturities of short-term and long-term investments held at December 31, 2015 are as follows:
|
|
|
December 31, 2015 |
|
|||||
|
|
|
Amortized Cost Basis |
|
|
Aggregate Fair Value |
|
||
|
|
|
( in thousands) |
|
|||||
|
Due within one year |
|
$ |
49,068 |
|
|
$ |
48,972 |
|
|
Due after 1 year through 2 years |
|
|
40,858 |
|
|
|
40,566 |
|
|
Total |
|
$ |
89,926 |
|
|
$ |
89,538 |
|
|
|||
4. Property and Equipment
Property and equipment as of December 31, 2015 and December 31, 2014 consists of the following:
|
|
|
December 31. |
|
|||||
|
|
|
2015 |
|
|
2014 |
|
||
|
|
|
(in thousands) |
|
|||||
|
Computer equipment & purchased software |
|
$ |
1,237 |
|
|
$ |
904 |
|
|
Employee computer equipment |
|
|
307 |
|
|
|
— |
|
|
Furniture and fixtures |
|
|
3,907 |
|
|
|
3,010 |
|
|
Office equipment |
|
|
1,209 |
|
|
|
1,118 |
|
|
Leasehold improvements |
|
|
17,086 |
|
|
|
10,153 |
|
|
Equipment under capital lease |
|
|
1,409 |
|
|
|
562 |
|
|
Total property and equipment |
|
|
25,155 |
|
|
|
15,747 |
|
|
Less accumulated depreciation |
|
|
(6,994 |
) |
|
|
(4,366 |
) |
|
Property and equipment, net |
|
$ |
18,161 |
|
|
$ |
11,381 |
|
Depreciation expense was $2.7 million in 2015, $1.7 million in 2014, and $1.5 million in 2013.
Accumulated depreciation for equipment under capital lease was $508 thousand as of December 31, 2015, $339 thousand as of December 31, 2014, and $272 thousand as of December 31, 2013
|
|||
5. Intangible Assets
During the year ended December 31, 2015, the Company acquired certain assets and treated this purchase as a business combination. The Company paid cash considerations of $600 thousand for these assets and allocated $107 thousand to acquired technology, $50 thousand to certain other assets, and the remaining $443 thousand to goodwill.
Intangible assets as of December 31, 2015 and 2014 consist of the following:
|
|
|
Weighted Average Remaining Useful Life |
|
December 31, |
|
|||||
|
|
|
|
|
2015 |
|
|
2014 |
|
||
|
|
|
|
|
(in thousands) |
|
|||||
|
Acquired technology |
|
13 Months |
|
$ |
852 |
|
|
$ |
745 |
|
|
Acquired intellectual property |
|
15 Months |
|
80 |
|
|
|
80 |
|
|
|
Accumulated amortization |
|
|
|
|
(832 |
) |
|
|
(736 |
) |
|
Total |
|
|
|
$ |
100 |
|
|
$ |
89 |
|
The estimated useful life of acquired technology and intellectual property is three years. The Company evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. The goodwill and intangible assets are expected to be deductible for U.S. federal income tax purposes.
Amortization expense related to intangible assets was $96 thousand in 2015, $138 thousand in 2014, and $359 thousand in 2013. Amortization expense of acquired technology is included in cost of subscription revenue in the consolidated statements of operations. Amortization expense of acquired intellectual property is included in sales and marketing expense in the consolidated statements of operations.
Estimated future amortization expense for intangible assets as of December 31, 2015 is as follows:
|
Years ended December 31, |
|
Amortization Expense |
|
|
|
|
|
(in thousands) |
|
|
|
2016 |
|
$ |
84 |
|
|
2017 |
|
|
16 |
|
|
Total |
|
$ |
100 |
|
|
|||
6. Debt
The Company has a $35 million revolving line of credit outstanding (the “Loan Agreement”) that expires in March 2017. Under the Loan Agreement the Company is required to maintain compliance with certain financial covenants, including the delivery of financial and other information, limitations on cash balances outside the United States, and meeting certain minimum quarterly recurring subscription revenue levels, which increase throughout the life of the Loan Agreement. There was no outstanding balance under the Loan Agreement as of December 31, 2015. The available borrowing balance is limited by outstanding letters of credit totaling $4.3 million at December 31, 2015; therefore, the Company has approximately $30.7 million available to borrow as of December 31, 2015. The Company was in compliance with all covenants at December 31, 2015 and December 31, 2014.
|
|||
7. Geographic Data
As more fully described in the Company’s Summary of Significant Accounting Policies, the Company operates in one operating segment. Revenue and long-lived assets by geographic region, based on physical location of the operations recording the sale or the assets are as follows:
Revenues by geographical region:
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|||
|
|
|
(In thousands) |
|
|||||||||
|
Americas |
|
$ |
154,625 |
|
|
$ |
103,356 |
|
|
$ |
74,437 |
|
|
Europe |
|
|
23,487 |
|
|
|
12,270 |
|
|
|
3,197 |
|
|
Asia Pacific |
|
|
3,831 |
|
|
|
250 |
|
|
|
— |
|
|
Total |
|
$ |
181,943 |
|
|
$ |
115,876 |
|
|
$ |
77,634 |
|
|
Percentage of revenues generated outside of the United States |
|
|
15 |
% |
|
|
11 |
% |
|
|
4 |
% |
Total long-lived assets by geographical region:
|
|
|
As of December 31, 2015 |
|
|
As of December 31, 2014 |
|
||
|
|
|
(In thousands) |
|
|||||
|
Americas |
|
$ |
15,108 |
|
|
$ |
10,711 |
|
|
Europe |
|
|
1,885 |
|
|
|
670 |
|
|
Asia Pacific |
|
|
1,168 |
|
|
— |
|
|
|
Total long lived assets |
|
$ |
18,161 |
|
|
$ |
11,381 |
|
|
Percentage of long lived assets held outside of the United States |
|
|
17 |
% |
|
|
6 |
% |
|
|||
8. Commitments and Contingencies
The Company leases its office facilities under non-cancelable operating leases that expire at various dates through October 2027. Rent expense for non-cancellable operating leases with free rental periods or scheduled rent increases is recognized on a straight-line basis over the terms of the leases. Certain leases contain optional termination dates. The table below only includes payments up to the optional termination date. If the Company were to extended leases beyond the optional termination date the future commitments would increase by approximately $12.7 million. Improvement reimbursements from landlords of $3.7 million are being amortized on a straight-line basis into rent expense over the terms of the leases. The difference between required lease payments and rent expense has been recorded as deferred rent.
Rent expense was $7.4 million in 2015, $4.9 million in 2014, and $3.1 million in 2013. Deferred rent was $6.4 million as of December 31, 2015 and $4.3 million as of December 31, 2014.
In April 2015, the Company entered into a new 10 year property lease. The lease commences on January 1, 2016 and the Company will pay an aggregate of approximately $37 million in rent over the 10 year lease period.
In September 2015, the Company entered into a 5 year property lease. The lease commenced on October 1, 2015 and the Company will pay an aggregate of approximately $1.3 million in rent over the 5 year lease period.
In November 2015, the Company entered into a 20 year property lease, with the option to break the term at 10 years and 6 months. The lease will become effective once certain landlord work in the building has been completed and the Company will pay an aggregate of approximately $14 million in rent over the 10 years and 6 months term.
In December 2015, the Company amended an existing lease and expanded the leased premises. The amended lease provides for additional rentable square feet when the term of the existing tenants expire. The amended lease commenced on November 1, 2015 and will expire on October 31, 2027. The Company will pay an aggregate of approximately $72 million in rent over the lease period.
In December 2015, the Company entered into a 3 year property lease. The lease commences on April 14, 2016 and the Company will pay an aggregate of approximately $1.7 million in rent over the 3 year lease period.
The Company has additional existing property leases that will require the Company to pay an aggregate of approximately $2.4 million in rent over the lease periods. These leases expire at various dates through 2020.
Future minimum payments under all operating and capital lease agreements as of December 31, 2015, are as follows:
|
|
|
Operating |
|
|
Capital |
|
||
|
|
|
(in thousands) |
|
|||||
|
2016 |
|
$ |
9,091 |
|
|
$ |
561 |
|
|
2017 |
|
|
10,687 |
|
|
|
287 |
|
|
2018 |
|
|
10,579 |
|
|
|
— |
|
|
2019 |
|
|
10,345 |
|
|
|
— |
|
|
2020 |
|
|
10,513 |
|
|
|
— |
|
|
Thereafter |
|
|
77,373 |
|
|
|
— |
|
|
Total |
|
$ |
128,588 |
|
|
|
848 |
|
|
|
|
|
|
|
|
|
|
|
|
Less: Portion representing interest |
|
|
|
|
|
|
(29 |
) |
|
Capital lease obligation |
|
|
|
|
|
$ |
819 |
|
Additionally, in May 2015, the Company entered into a renewal agreement with a customer relationship management vendor. The Company’s contractual obligation under this agreement is approximately $30 million, payable over the sixty-month term of the agreement. Additionally, in December 2015, the Company entered into a renewal agreement with a web-hosting vendor. The Company’s contractual obligation under this agreement is approximately $32 million, payable over the three-year term of the agreement.
Legal Contingencies
From time to time the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business, operating results, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.
|
|||
9. Changes in Accumulated Other Comprehensive Loss
The following table summarizes the changes in accumulated other comprehensive loss, which is reported as a component of stockholders’ equity, for the years ended December 31, 2015 and 2014:
|
|
|
Cumulative Translation Adjustment |
|
|
Unrealized Loss on Investments |
|
|
Total |
|
||||
|
|
|
(in thousands) |
|
||||||||||
|
Beginning balance at January 1, 2014 |
|
$ |
(79 |
) |
|
$ |
— |
|
|
$ |
(79 |
) |
|
|
Other comprehensive loss before reclassifications |
|
|
(66 |
) |
|
|
— |
|
|
|
(66 |
) |
|
|
Amounts reclassified from accumulated other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Ending balance at December 31, 2014 |
|
$ |
(145 |
) |
|
$ |
— |
|
|
$ |
(145 |
) |
|
|
Other comprehensive loss before reclassifications |
|
|
(272 |
) |
|
|
(388 |
) |
|
|
(660 |
) |
|
|
Amounts reclassified from accumulated other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Ending balance at December 31, 2015 |
|
$ |
(417 |
) |
|
$ |
(388 |
) |
|
$ |
(805 |
) |
|
|
|||
10. Stockholders’ Equity and Stock-Based Compensation
Upon the closing of the IPO on October 15, 2014, all outstanding convertible preferred stock was converted into 19,529,713 shares of common stock on a one-to-three basis. No convertible preferred stock was outstanding as of December 31, 2015 or December 31, 2014.
Common Stock Reserved —As of December 31, 2015 and 2014, the Company has authorized 500 million shares of common stock. The number of shares of common stock reserved for the vesting of RSUs, exercise of common stock options and exercise of a warrant are as follows (in thousands):
|
|
|
December 31, 2015 |
|
|
December 31, 2014 |
|
||
|
Common stock warrant |
|
|
— |
|
|
|
13 |
|
|
Restricted stock units |
|
|
1,703 |
|
|
|
1,376 |
|
|
Common stock options |
|
|
3,331 |
|
|
|
4,588 |
|
|
|
|
|
5,034 |
|
|
|
5,977 |
|
Equity Incentive Plan —The Company’s 2007 Equity Incentive Plan (the “2007 Plan”) was terminated in connection with the IPO, and accordingly, no shares are available for issuance under the 2007 Plan. The 2007 Plan will continue to govern outstanding awards granted thereunder, The 2007 Plan provided for the grant of qualified incentive stock options and nonqualified stock options or other awards such as RSUs to the Company’s employees, officers, directors and outside consultants. The term of each option is fixed by our compensation committee and may not exceed 10 years from the date of grant. As of December 31, 2015, 2.9 million options to purchase common stock and 479 thousand RSUs remained outstanding under the 2007 Plan.
On September 25, 2014, the Company’s board of directors adopted and the Company’s stockholders approved the 2014 Stock Option and Incentive Plan (the “2014 Plan”). The 2014 Plan became effective upon the closing of the Company’s IPO. The Company initially reserved 1,973,551 shares of its common stock, or the Initial Limit, for the issuance of awards under the 2014 Plan. The 2014 Plan provides that the number of shares reserved and available for issuance under the plan automatically increases each January 1, beginning on January 1, 2015, by 5% of the outstanding number of shares of the Company’s common stock on the immediately preceding December 31 or such lesser number of shares as determined by the compensation committee. This number is subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. The term of each option is fixed by our compensation committee and may not exceed 10 years from the date of grant. As of December 31, 2015, 397 thousand options to purchase common stock and 1.2 million RSUs remained outstanding under the 2014 Plan.
Equity Compensation Expense —The Company’s equity compensation expense is comprised of awards of options to purchase common stock, restricted stock awards (RSAs), RSUs, and shares obtained through the Company’s Employee Stock Purchase Plan (“ESPP”).
The following two tables show stock compensation expense by award type and where the stock compensation expense is recorded in the Company’s consolidated statements of operations:
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|||
|
|
|
( in thousands) |
|
|||||||||
|
Options |
|
$ |
6,349 |
|
|
$ |
5,128 |
|
|
$ |
3,080 |
|
|
Vesting of RSAs |
|
|
— |
|
|
|
— |
|
|
|
384 |
|
|
ESPP |
|
|
1,035 |
|
|
|
— |
|
|
|
— |
|
|
RSUs |
|
|
13,924 |
|
|
|
11,230 |
|
|
|
— |
|
|
Total stock-based compensation |
|
$ |
21,308 |
|
|
$ |
16,358 |
|
|
$ |
3,464 |
|
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|||
|
|
|
(in thousands) |
|
|||||||||
|
Cost of revenue, subscription |
|
$ |
341 |
|
|
$ |
128 |
|
|
$ |
50 |
|
|
Cost of revenue, service |
|
|
1,216 |
|
|
|
498 |
|
|
|
211 |
|
|
Research and development |
|
|
6,327 |
|
|
|
6,190 |
|
|
|
691 |
|
|
Sales and marketing |
|
|
7,658 |
|
|
|
5,596 |
|
|
|
1,194 |
|
|
General and administrative |
|
|
5,766 |
|
|
|
3,946 |
|
|
|
1,318 |
|
|
Total stock-based compensation |
|
$ |
21,308 |
|
|
$ |
16,358 |
|
|
$ |
3,464 |
|
Excluded from stock-based compensation expense is $492 thousand of capitalized software development costs in 2015, $235 thousand in 2014, and $273 thousand in 2013.
Stock Options —The fair value of employee options is estimated on the date of each grant using the Black-Scholes option-pricing model with the following assumptions:
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|||
|
Risk-free interest rate |
|
1.36% - 1.53% |
|
|
1.79% - 2.67% |
|
|
0.82% - 1.86% |
|
|||
|
Expected term (in years) |
|
6.18 - 6.22 |
|
|
5.0 - 6.5 |
|
|
4.6 - 6.5 |
|
|||
|
Volatility |
|
43.0% - 51.6% |
|
|
44.8% - 50.9% |
|
|
46.8% - 54.7% |
|
|||
|
Expected dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
The weighted-average grant-date fair value of options granted was $16.53 per share in 2015, $9.72 per share in 2014, and $6.84 per share in 2013.
The interest rate was based on the U.S. Treasury bond rate at the date of grant with a maturity approximately equal to the expected term. The expected term of options granted to employees was calculated using the simplified method, which represents the average of the contractual term of the option and the weighted-average vesting period of the option. The expected term of options granted to nonemployees is equal to the remaining contractual term as of the measurement date. Expected volatility for the Company’s common stock was based on an average of the historical volatility of a peer group of similar public companies. The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future. The estimation of share-based awards that will ultimately vest requires judgment, and to the extent actual results differ from the Company’s estimates, such amounts will be recorded as an adjustment in the period estimates are revised.
Prior to the Company’s IPO, the fair value of the common stock was determined by the Board of Directors at each award grant date based upon a variety of factors, including the results obtained from independent third-party valuations, the Company’s financial position and historical financial performance, the status of technological developments within the Company’s products, the composition and ability of the engineering and management team, an evaluation of benchmark of the Company’s competition, the climate in the marketplace, the illiquid nature of the common stock, arm’s-length sales of the Company’s capital stock (including redeemable convertible preferred stock), the effect of the rights and preferences of the preferred stockholders and the prospects of a liquidity event, among others. After the Company’s IPO, the fair value of the Company’s common stock is the closing price of the stock on the date of grant.
The stock option activity for the year ended December 31, 2015 is as follows:
|
|
|
Options (in thousands) |
|
|
Weighted- Average Exercise Price |
|
|
Weighted- Average Remaining Life (in years) |
|
|
Aggregate Intrinsic Value (in thousands) |
|
||||
|
Outstanding—January 1, 2015 |
|
|
4,588 |
|
|
$ |
9.64 |
|
|
|
7.6 |
|
|
$ |
110,396 |
|
|
Granted |
|
318 |
|
|
34.51 |
|
|
|
|
|
|
|
|
|
||
|
Exercised |
|
|
(1,334 |
) |
|
7.53 |
|
|
|
|
|
|
|
|
|
|
|
Forfeited/expired |
|
|
(241 |
) |
|
18.73 |
|
|
|
|
|
|
|
|
|
|
|
Outstanding—December 31, 2015 |
|
|
3,331 |
|
|
|
12.18 |
|
|
6.9 |
|
|
$ |
146,994 |
|
|
|
Options vested or expected to vest—December 31, 2015 |
|
|
3,202 |
|
|
$ |
11.80 |
|
|
6.9 |
|
|
$ |
142,552 |
|
|
|
Options exercisable—December 31, 2015 |
|
|
2,174 |
|
|
$ |
7.97 |
|
|
6.3 |
|
|
$ |
104,844 |
|
|
Total unrecognized compensation cost related to the nonvested options granted under the 2007 Plan and the 2014 Plan was $8.2 million at December 31, 2015. That cost is expected to be recognized over a weighted-average period of 2.4 years as of December 31, 2015.
Common Stock Warrant —In 2012, in conjunction with the Loan Agreement, the Company issued a warrant to purchase 13 thousand shares of common stock at an exercise price of $5.70 per share with an expiration date of April 2022. The warrant was exercised in 2015.
Restricted Stock Units —RSUs vest upon achievement of a service condition and a performance condition. As soon as practicable following each vesting date, the Company will issue to the holder of the RSUs the number of shares of common stock equal to the aggregate number of RSUs that have vested. Notwithstanding the foregoing, the Company may, in its sole discretion, in lieu of issuing shares of common stock to the holder of the RSUs, pay the holder an amount in cash equal to the fair market value of such shares of common stock. The service condition is a time-based condition met over a period of four years, with 25% met after one year, and then in equal monthly installments over the succeeding three years. The performance condition is met upon a sale event or six months following the Company’s IPO, which was not considered probable as of December 31, 2013 and therefore no stock-based compensation expense was recorded in the consolidated financial statements as of that date. Upon completion of the Company’s IPO the Company began recording stock-based compensation expense based on the grant-date fair value of the RSUs using the accelerated attribution method for RSUs granted prior to its IPO and using the straight-line method for RSUs granted following its IPO, net of estimated forfeitures. The stock compensation expense associated with RSUs where the service condition had been met prior to the IPO was also recognized on the date of the IPO, using the accelerated attribution method. The total stock-based compensation expense expected to be recorded over the remaining life of outstanding RSUs is approximately $36.3 million at December 31, 2015. That cost is expected to be recognized over a weighted-average period of 3.3 years as of December 31, 2015. As of December 31, 2015 there are 1.5 million RSUs expected to vest with an aggregate intrinsic value of $82.5 million. The total fair value of RSUs vested was approximately $11.9 million in the year ended December 31, 2015. No RSUs vested in years ended December 31, 2014 and 2013.
The following table summarizes the activity related to RSUs for the year ended December 31, 2015:
|
|
|
RSUs Outstanding |
|
|||||
|
|
|
Shares (in thousands) |
|
|
Weighted- Average Grant Date Fair Value Per Share |
|
||
|
Unvested and outstanding at January 1, 2015 |
|
|
1,376 |
|
|
$ |
17.40 |
|
|
Granted |
|
|
1,284 |
|
|
$ |
40.69 |
|
|
Vested |
|
|
(752 |
) |
|
$ |
15.83 |
|
|
Canceled |
|
|
(205 |
) |
|
$ |
25.83 |
|
|
Unvested and outstanding at December 31, 2015 |
|
|
1,703 |
|
|
$ |
34.64 |
|
|
|||
11. Employee Stock Purchase Plan
On September 25, 2014, the Company’s board of directors adopted and the Company’s stockholders approved the 2014 Employee Share Purchase Plan (the “2014 ESPP”). The 2014 ESPP became effective upon the closing of the Company’s IPO. The 2014 ESPP authorizes the issuance of up to a total of 709,017 shares of common stock to participating employees, and allows eligible employees to purchase shares of common stock at a 15% discount from the fair market value of the stock as determined on specific dates at six-month intervals. The offering periods generally start on the first trading day on or after January 1st and July 1st of each year. During the year ended December 31, 2015, the Company issued 29 thousand shares under the 2014 ESPP, with a weighted average purchase price per share of $28.46. Total cash proceeds from the purchase of shares under the 2014 ESPP in 2015 was $814 thousand.
|
|||
12. Income Taxes
Loss before provision for income taxes was as follows:
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|||
|
|
|
(in thousands) |
|
|||||||||
|
United States |
|
$ |
(47,911 |
) |
|
$ |
(49,634 |
) |
|
$ |
(34,393 |
) |
|
Foreign |
|
|
2,270 |
|
|
|
1,313 |
|
|
|
119 |
|
|
Total |
|
$ |
(45,641 |
) |
|
$ |
(48,321 |
) |
|
$ |
(34,274 |
) |
The (provision) benefit for income taxes consists of the following:
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|||
|
|
|
(in thousands) |
|
|||||||||
|
Current income tax provision |
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
State |
|
|
(61 |
) |
|
|
(20 |
) |
|
|
— |
|
|
Foreign |
|
|
(401 |
) |
|
|
(12 |
) |
|
|
— |
|
|
Total current income tax provision |
|
|
(462 |
) |
|
|
(32 |
) |
|
|
— |
|
|
Deferred income tax (provision) benefit |
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
(10 |
) |
|
|
— |
|
|
|
— |
|
|
State |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Foreign |
|
|
60 |
|
|
|
124 |
|
|
|
— |
|
|
Total deferred income tax (provision) benefit |
|
|
50 |
|
|
|
124 |
|
|
|
— |
|
|
Total income tax (provision) benefit |
|
$ |
(412 |
) |
|
$ |
92 |
|
|
$ |
|
|
The following reconciles the differences between income taxes computed at the federal statutory rate of 35% and the provision for income taxes:
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|||
|
|
|
(in thousands) |
|
|||||||||
|
Expected income tax benefit at the federal statutory rate |
|
$ |
15,974 |
|
|
$ |
16,913 |
|
|
$ |
11,997 |
|
|
State taxes net of federal benefit |
|
|
2,257 |
|
|
|
1,709 |
|
|
|
1,197 |
|
|
Stock-based compensation |
|
|
(1,685 |
) |
|
|
(886 |
) |
|
|
(830 |
) |
|
Difference in foreign tax rates |
|
|
482 |
|
|
|
289 |
|
|
|
27 |
|
|
U.S. tax credits |
|
|
2,738 |
|
|
|
1,331 |
|
|
|
444 |
|
|
Change in valuation allowance |
|
|
(19,421 |
) |
|
|
(18,719 |
) |
|
|
(12,367 |
) |
|
Other |
|
|
(757 |
) |
|
|
(545 |
) |
|
|
(468 |
) |
|
Income tax (provision) benefit |
|
$ |
(412 |
) |
|
$ |
92 |
|
|
$ |
— |
|
Deferred Tax Assets and Liabilities —Deferred income taxes reflect the net 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 tax assets and liabilities were as follows:
|
|
|
Year Ended December 31, |
|
|||||
|
|
|
2015 |
|
|
2014 |
|
||
|
|
|
(in thousands) |
|
|||||
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards |
|
$ |
60,188 |
|
|
$ |
46,615 |
|
|
Research and investment credits |
|
|
5,040 |
|
|
|
2,334 |
|
|
Accruals and reserves |
|
|
5,788 |
|
|
|
3,423 |
|
|
Depreciation |
|
|
579 |
|
|
|
372 |
|
|
Intangible assets |
|
|
223 |
|
|
|
— |
|
|
Stock-based compensation |
|
|
6,901 |
|
|
|
5,409 |
|
|
Total deferred tax assets |
|
$ |
78,719 |
|
|
$ |
58,153 |
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
|
Capitalized costs |
|
|
(3,916 |
) |
|
|
(2,808 |
) |
|
Total deferred tax liabilities |
|
|
(3,916 |
) |
|
|
(2,808 |
) |
|
Valuation allowance |
|
|
(74,642 |
) |
|
|
(55,221 |
) |
|
Net deferred tax assets |
|
$ |
161 |
|
|
$ |
124 |
|
The Company reviews all available evidence to evaluate its recovery of deferred tax assets, including its recent history of accumulated losses in all tax jurisdictions over the most recent three years as well as its ability to generate income in future periods. The Company has provided a valuation allowance against its U.S. net deferred tax assets as it is more likely than not that these assets will not be realized given the nature of the assets and the likelihood of future utilization.
The valuation allowance increased by $19.4 million in 2015 and $16.8 million in 2014, and due to the increase in the deferred tax assets by approximately the same amounts (primarily due to the increase in the net operating loss carryforwards). The Company does not expect any significant changes in its valuation allowance within the next 12 months.
U.S. income taxes on the undistributed earnings of the Company’s three non-U.S. subsidiaries have not been provided for as the Company currently plans to indefinitely reinvest these amounts and has the ability to do so. Cumulative undistributed foreign earnings were not material at December 31, 2015 and December 31, 2014. The Company does not believe it is practicable to estimate with reasonable accuracy the hypothetical amount of the unrecognized deferred tax liability on undistributed foreign earnings given the many factors and assumptions required to estimate the taxable amount after reduction for available foreign tax credits.
The Company had federal and state net operating loss carryforwards of $212.2 million and $137.3 million, respectively at December 31, 2015, which expire at various dates through 2035. The Company has generated net operating loss carryforwards from stock compensation deductions and the amount of federal and state excess tax benefits totaling $21.1 million (net of tax) will be credited to additional paid-in capital when realized.
The Company had federal research and development credit carryforwards of $3.3 million and foreign tax credits of $100 thousand at December 31, 2015 that expire at various dates through 2035. The Company also has state research and investment credit carryforwards of $2.2 million and $246 thousand, respectively that expire at various dates through 2035.
Under Section 382 of the Internal Revenue Code of 1986, as amended, substantial changes in the Company's ownership may limit the amount of net operating loss carryforwards that could be utilized annually in the future to offset taxable income. Specifically, this limitation may arise in the event of a cumulative change in ownership of the Company of more than 50% within a three-year period. Any such annual limitation may significantly reduce the utilization of net operating loss carryforwards before they expire. The Company performed an analysis as of December 31, 2015, and determined any potential ownership change under Section 382 during the year would not have a material impact on the future utilization of US net operating losses and tax credits. However, future transactions in the Company's common stock could trigger an ownership change for purposes of Section 382, which could limit the amount of net operating loss carryforwards and other attributes that could be utilized annually in the future to offset taxable income, if any. Any such limitation, whether as the result of sales of common stock by our existing stockholders or sales of common stock by the Company, could have a material adverse effect on results of operations in future years.
In December 2015, U.S. legislation was enacted to permanently reinstate the federal Research & Development tax credit (R&D tax credit) which had expired on December 31, 2014. The Company increased its U.S. net deferred tax assets and related valuation allowance by $876 thousand for 2015 federal research credit.
Uncertain Tax Positions —The Company accounts for uncertainty in income taxes using a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination by the tax authority, including resolutions of any related appeals or litigation processes, based on technical merit. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.
The following summarizes activity related to unrecognized tax benefits:
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|||
|
|
|
(in thousands) |
|
|||||||||
|
Unrecognized benefit—beginning of the year |
|
$ |
1,713 |
|
|
$ |
1,030 |
|
|
$ |
667 |
|
|
Gross increases—current period positions |
|
|
171 |
|
|
|
683 |
|
|
|
363 |
|
|
Gross decrease—prior period positions |
|
|
(1,211 |
) |
|
|
— |
|
|
|
— |
|
|
Unrecognized benefit—end of period |
|
$ |
673 |
|
|
$ |
1,713 |
|
|
$ |
1,030 |
|
All of the gross unrecognized tax benefits represent a reduction to the research and development tax credit carryforward. The gross decrease to prior period positions is a result of the Company completing IRS documentation of all credits generated since inception.
All of the unrecognized tax benefits decrease deferred tax assets with a corresponding decrease to the valuation allowance. None of the unrecognized tax benefits would affect the Company’s effective tax rate if recognized in the future.
The Company has elected to recognize interest and penalties related to uncertain tax positions as a component of income tax expense. No interest or penalties have been recorded through December 31, 2015.
The Company does not expect any significant change in its unrecognized tax benefits within the next 12 months.
The Company files tax returns in the United States, Ireland, Australia, Singapore and various state jurisdictions. All of the Company’s tax years remain open to examination by major taxing jurisdictions to which the Company is subject, as carryforward attributes generated in past years may still be adjusted upon examination by the Internal Revenue Service or state and foreign tax authorities if they have or will be used in future periods. The Company is routinely examined by various taxing authorities. The IRS announced a federal income tax audit for the tax year 2013 in the fourth quarter of 2015. The current federal income tax audit is ongoing and is expected to be completed in 2016. The Company does not expect that the results of ongoing audits and examinations will have a material effect on its financial condition or results of operations.
|
|||
13. Employee Benefit Plan
In July 2008, the Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis, subject to legal limitations. Total contributions were $1.2 million in 2015, $549 thousand in 2014, and $366 thousand in 2013.
|
|||
14. Quarterly Financial Results (unaudited)
|
|
|
Fourth Quarter |
|
|
Third Quarter |
|
|
Second Quarter |
|
|
First Quarter |
|
||||
|
|
|
(in thousands, except per share amounts) |
|
|||||||||||||
|
Year ended December 31, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
53,126 |
|
|
$ |
47,711 |
|
|
$ |
42,941 |
|
|
$ |
38,166 |
|
|
Cost of revenue |
|
|
13,707 |
|
|
|
12,478 |
|
|
|
11,273 |
|
|
|
10,465 |
|
|
Gross profit |
|
|
39,419 |
|
|
|
35,233 |
|
|
|
31,668 |
|
|
|
27,701 |
|
|
Net loss |
|
|
(10,252 |
) |
|
|
(13,552 |
) |
|
|
(11,392 |
) |
|
|
(10,858 |
) |
|
Net loss attributable to common stockholders |
|
|
(10,252 |
) |
|
|
(13,552 |
) |
|
|
(11,392 |
) |
|
|
(10,858 |
) |
|
Basic and diluted net loss attributable to common stockholders per share |
|
$ |
(0.30 |
) |
|
$ |
(0.40 |
) |
|
$ |
(0.34 |
) |
|
$ |
(0.34 |
) |
|
Year ended December 31, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
34,157 |
|
|
$ |
30,448 |
|
|
$ |
27,098 |
|
|
$ |
24,174 |
|
|
Cost of revenue |
|
|
9,929 |
|
|
|
9,205 |
|
|
|
8,282 |
|
|
|
7,664 |
|
|
Gross profit |
|
|
24,228 |
|
|
|
21,243 |
|
|
|
18,816 |
|
|
|
16,510 |
|
|
Net loss |
|
|
(19,697 |
) |
|
|
(10,793 |
) |
|
|
(8,279 |
) |
|
|
(9,465 |
) |
|
Net loss attributable to common stockholders |
|
|
(19,988 |
) |
|
|
(10,806 |
) |
|
|
(8,292 |
) |
|
|
(9,477 |
) |
|
Basic and diluted net loss attributable to common stockholders per share |
|
$ |
(0.69 |
) |
|
$ |
(1.84 |
) |
|
$ |
(1.44 |
) |
|
$ |
(1.73 |
) |
|
|||
Basis of Presentation —The consolidated financial statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany transactions have been eliminated in consolidation.
Use of Estimates —The preparation of 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 financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Operating Segments —The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision makers (“CODMs”), which are the Company’s chief executive officer and chief operating officer, in deciding how to allocate resources and assess performance. The Company’s CODMs evaluate the Company’s financial information and resources and assess the performance of these resources on a consolidated basis. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements.
Loss Per Share — Basic net loss attributable to common stockholders per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders per share is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, options to purchase common stock, common stock warrants, restricted stock units (“RSUs”) and redeemable convertible preferred stock are considered to be potential common stock equivalents. The Company applied the two-class method to calculate its basic and diluted net loss per share of common stock for the year ended December 31, 2013, as its convertible preferred stock and common stock are participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. However, the two-class method does not impact the net loss per share of common stock as the Company was in a loss position for the year ended December 31, 2013 and preferred stockholders did not participate in losses.
A reconciliation of the denominator used in the calculation of basic and diluted loss per share is as follows:
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|||
|
|
|
(in thousands, except per share amounts) |
|
|||||||||
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to common stockholders |
|
$ |
(46,053 |
) |
|
$ |
(48,560 |
) |
|
$ |
(34,328 |
) |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding—basic |
|
|
33,222 |
|
|
|
11,562 |
|
|
|
5,113 |
|
|
Dilutive effect of share equivalents resulting from stock options, RSUs, common stock warrant and redeemable convertible preferred shares (as converted) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Weighted-average common shares outstanding-diluted |
|
|
33,222 |
|
|
|
11,562 |
|
|
|
5,113 |
|
|
Net loss per common share, basic and diluted |
|
$ |
(1.39 |
) |
|
$ |
(4.20 |
) |
|
$ |
(6.71 |
) |
Additionally, since the Company incurred net losses for the years ended December 31, 2015, 2014 and 2013, diluted net loss attributable to common stockholders per share is the same as basic net loss attributable to common stockholders. The Company’s outstanding stock options, common stock warrant, redeemable convertible preferred stock, and RSUs are not included in the calculation of diluted loss per share as the effect would be anti-dilutive. The following table contains share totals with a potentially dilutive impact:
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|||
|
|
|
(in thousands) |
|
|||||||||
|
Options to purchase common shares |
|
|
3,331 |
|
|
|
4,588 |
|
|
|
4,695 |
|
|
Common stock warrant |
|
|
— |
|
|
|
13 |
|
|
|
13 |
|
|
Convertible preferred shares (as converted) |
|
|
— |
|
|
|
— |
|
|
|
19,530 |
|
|
RSUs |
|
|
1,703 |
|
|
|
1,376 |
|
|
|
858 |
|
Cash and Cash Equivalents —The Company considers all highly liquid investments purchased with original maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of cash held in bank deposit accounts and short-term, highly-liquid investments with remaining maturities of three months or less at the date of purchase, consisting of money-market funds.
Investments — Investments consist of corporate debt securities and U.S. government agency obligations. Securities having remaining maturities of more than three months at the date of purchase and less than one year from the date of the balance sheets are classified as short-term, and those with maturities of more than one year from the date of the balance sheet are classified as long-term in the consolidated balance sheets. The Company classifies its debt investments with readily determinable market values as available-for-sale. These investments are classified as investments on the consolidated balance sheets and are carried at fair market value, with unrealized gains and losses considered to be temporary in nature reported as accumulated other comprehensive loss, a separate component of stockholders’ equity. The Company reviews all investments for reductions in fair value that are other-than-temporary. When such reductions occur, the cost of the investment is adjusted to fair value through recording a loss on investments in the consolidated statements of operations. Gains and losses on investments are calculated on the basis of specific identification.
Investments are considered to be impaired when a decline in fair value below cost basis is determined to be other-than-temporary. The Company periodically evaluates whether a decline in fair value below cost basis is other-than-temporary by considering available evidence regarding these investments including, among other factors: the duration of the period that, and extent to which, the fair value is less than cost basis; the financial health of, and business outlook for the issuer, including industry and sector performance and operational and financing cash flow factors; overall market conditions and trends and the Company’s intent and ability to retain its investment in the security for a period of time sufficient to allow for an anticipated recovery in market value. Once a decline in fair value is determined to be other-than-temporary, a write-down is recorded and a new cost basis in the security is established.
Accounts Receivable and Allowance for Doubtful Accounts —Accounts receivable are carried at the original invoiced amount less an allowance for doubtful accounts based on the probability of future collection. When management becomes aware of circumstances that may decrease the likelihood of collection, it records a specific allowance against amounts due, which reduces the receivable to the amount that management reasonably believes will be collected. For all other customers, management determines the adequacy of the allowance based on historical loss patterns, the number of days that billings are past due and an evaluation of the potential risk of loss associated with specific accounts. To date, losses resulting from uncollected receivables have not exceeded management’s expectations.
The following is a rollforward of the Company’s allowance for doubtful accounts (in thousands):
|
|
|
Balance Beginning of Period |
|
|
Charged to Statement of Operations |
|
|
Deductions (1) |
|
|
Balance at End of Period |
|
||||
|
Allowance for doubtful accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2015 |
|
$ |
218 |
|
|
$ |
1,367 |
|
|
$ |
(1,214 |
) |
|
$ |
371 |
|
|
Year ended December 31, 2014 |
|
$ |
175 |
|
|
$ |
632 |
|
|
$ |
(589 |
) |
|
$ |
218 |
|
|
Year ended December 31, 2013 |
|
$ |
122 |
|
|
$ |
523 |
|
|
$ |
(470 |
) |
|
$ |
175 |
|
|
(1) |
Deductions include actual accounts written-off, net of recoveries. |
Restricted Cash —The Company had restricted cash of $363 thousand at December 31, 2015 and $230 thousand at December 31, 2014 related to landlord guarantees for leased facilities.
Property and Equipment —Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major betterments are capitalized as additions to leasehold improvements. Depreciation is recorded over the following estimated useful lives:
|
|
|
Estimated Useful Life |
|
Employee related computer equipment |
|
2 years |
|
Computer equipment and purchased software |
|
3 years |
|
Office equipment |
|
5 years |
|
Furniture and fixtures |
|
5 years |
|
Leasehold improvements |
|
Lesser of lease term or useful life |
Impairment of Long-Lived Assets —Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable or that the useful lives of those assets are no longer appropriate. Management considers the following potential indicators of impairment of its long-lived assets (asset group): a substantial decrease in the Company’s stock price, a significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used, a significant adverse change in legal factors or in the business climate that could affect the value of the long-lived asset (asset group), an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group), and a current expectation that, more likely than not, a long lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If this comparison indicates that there may be an impairment, the amount of the impairment is calculated as the difference between the carrying value and fair value. For the years presented, the Company did not recognize an impairment charge.
Goodwill —Goodwill represents the excess of cost over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. The Company has no other intangible assets with indefinite useful lives. Goodwill is not subject to amortization, but is monitored annually for impairment or more frequently if there are indicators of impairment. Management considers the following potential indicators of impairment: significant underperformance relative to historical or projected future operating results, significant changes in the Company’s use of acquired assets or the strategy of the Company’s overall business, significant negative industry or economic trends and a significant decline in the Company’s stock price for a sustained period. The Company performs its annual impairment test on November 30. Currently, the Company’s goodwill is evaluated at the entity level as it is determined there is only one reporting unit. The Company performs a two-step impairment test. In the first step, the fair value of each reporting unit is compared to its carrying amount. If the fair value exceeds the carrying value of the net assets assigned, goodwill is not considered impaired and the second step is not required. If the carrying value exceeds the fair value, then the second step of the impairment test is performed in order to determine the implied fair value of the reporting unit’s goodwill. If the carrying value of the goodwill exceeds the fair value, then an impairment charge is recorded. On November 30, 2015 the fair value of the Company’s single reporting unit exceeded its carrying amount. Because the fair value of the Company’s single reporting unit was in excess of its carrying value and there were no indicators that the Company’s goodwill had become impaired since that date, there was no impairment as of November 30, 2015 through December 31, 2015.
For the years ended December 31, 2015, 2014 and 2013, the Company did not recognize an impairment charge.
Advertising Expense —The Company expenses advertising as incurred, which is included in sales and marketing expense in the accompanying consolidated statements of operations. The Company incurred $4.9 million of advertising expense in 2015, $3.3 million in 2014, and $3.5 million in 2013.
Revenue Recognition —The Company primarily generates revenue from multiple-element arrangements, which typically include subscriptions to its online software solution and professional services which includes on-boarding and training services. The Company’s customers do not have the right to take possession of the online software solution. The Company recognizes revenue when all of the following have occurred:
|
|
· |
persuasive evidence of an arrangement with the customer exists; |
|
|
· |
service has been or is being provided; |
|
|
· |
the fees are fixed or determinable; and |
|
|
· |
collectability of the fees is reasonably assured. |
The Company’s arrangements do not contain general rights of return.
In order to treat elements in a multiple-element arrangement as separate units of accounting, the delivered elements must have standalone value and delivery of the undelivered element is probable and within control of the Company.
The Company has determined that subscriptions for its online software solution have standalone value because, once a customer launches its initial site, the online software solution is fully functional and does not require any additional development, modification, or customization.
Professional services consists primarily of on-boarding and web-based and in-person training, are not required to use the online software solution, and are determined to have stand-alone value from the related subscription services because they are sold separately by the Company and third parties.
When multiple-element arrangements are separated into different units of accounting, the arrangement consideration is allocated to the identified separate units based on a relative selling price hierarchy. The estimated fair value of each element is determined based upon the following hierarchy: (1) vendor specific objective evidence (“VSOE”) of fair value, (2) third party evidence of selling price (“TPE”), or (3) the Company’s best estimate of selling price (“BESP”). The Company is not able to establish VSOE of fair value for undelivered elements, which in most instances is subscription and training and professional services, based on its pricing practices, and there is not a reliable measure of TPE of selling price. As such, arrangement consideration is allocated amongst multiple deliverable arrangements using BESP. The Company establishes BESP for each deliverable primarily considering the median of actual sales prices of each type of subscription and other professional services sold. The Company considers each type of subscription and service as well as pricing and geographic information when establishing BESP. Arrangement consideration is allocated such that the revenue recognized does not exceed the fee subject to refund.
Revenue from subscriptions is recognized ratably over the subscription period beginning on the date the Company’s subscription is made available to customers. Substantially all subscription contracts are one year or less. The Company recognizes revenue from on-boarding and training services as the services are provided.
The Company pays its marketing agency partners a commission of the subscription sales price for sales to customers. The classification of the commission paid on the Company’s consolidated statements of operations depends on who is purchasing its subscription. In instances where the customer is purchasing the subscription, the Company is the primary obligor and records the commission paid to the agency partner as sales and marketing expense. When the agency partner purchases the subscription directly from the Company, the Company nets the consideration paid to the partner against the associated revenue it recognizes, as in these instances the Company’s customer is the partner and the Company’s remaining obligations are to the partner. The Company does not believe that it receives a tangible benefit from the payment back to the partner. The Company has $4.9 million accrued for partner commissions at December 31, 2015 and $2.8 million accrued for partner commissions at December 31, 2014. These amounts are included within other accrued expenses on the balance sheets.
Sales taxes collected from customers and remitted to government authorities are excluded from revenue.
Amounts that have been invoiced are recorded in accounts receivable and deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. Deferred revenue represents amounts billed for which revenue has not yet been recognized. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue and the remaining portion is recorded as long-term deferred revenue.
Concentrations of Credit Risk and Significant Customers —Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, investments and accounts receivable.
A significant portion of the Company’s cash and cash equivalents is held at one financial institution that management believes to be of high credit quality. Although the Company deposits it cash and cash equivalents with multiple financial institutions, its deposits exceed federally insured limits.
The Company’s investments consist of highly rated corporate debt securities and U.S. government agency obligations. The Company limits the amount of investments in any single issuer. The Company believes that, as of December 31, 2015, its concentration of credit risk related to investments was not significant.
The Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts, or other hedging arrangements.
The Company generally does not require collateral from its customers and generally requires payment 30 days from the invoice date. The Company maintains an allowance for doubtful accounts based on its assessment of the collectability of accounts receivable. Credit risk arising from accounts receivable is mitigated as a result of transacting with a large number of geographically dispersed customers spread across various industries.
At December 31, 2015 and 2014 there were no customers that represented more than 10% of the net accounts receivable balance. There were no customers that individually exceeded 10% of the Company’s revenue in any of the periods presented.
Foreign Currency —The functional currency of the Company’s foreign subsidiaries is the local currency. Assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rates in effect at the balance sheet dates; with the resulting translation adjustments directly recorded to a separate component of accumulated other comprehensive loss. Income and expense accounts are translated at the weighted-average exchange rates during the period. Foreign currency transaction gains and losses are recorded in other income (expense).
Research and Development —Research and development expenses include payroll, employee benefits and other expenses associated with product development.
Capitalized Software Development Costs —Certain payroll and stock compensation costs incurred to develop functionality for the Company’s software platform, as well as certain upgrades and enhancements that are expected to result in increased functionality are capitalized. The costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, certain internal costs are capitalized until the software is substantially complete and ready for its intended use. Capitalized software development costs are amortized on a straight-line basis over their estimated useful life of two years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.
Capitalized software development costs consisted of the following:
|
|
|
December 31, 2015 |
|
|
December 31, 2014 |
|
||
|
|
|
(in thousands) |
|
|||||
|
Gross capitalized software development costs |
|
$ |
18,737 |
|
|
$ |
14,219 |
|
|
Accumulated amortization |
|
|
(14,082 |
) |
|
|
(9,786 |
) |
|
Capitalized software development costs, net |
|
$ |
4,655 |
|
|
$ |
4,433 |
|
The Company capitalized software development costs of $4.5 million in 2015, $4.9 million in 2014, and $3.7 million in 2013. Stock-based compensation costs included in capitalized software were $492 thousand in 2015, $235 thousand in 2014, and $273 thousand in 2013.
Amortization of capitalized software development costs was $4.6 million in 2015, $3.9 million in 2014, and $2.6 million in 2013. Amortization expense is included in cost of revenue in the consolidated statements of operations.
Income Taxes —Deferred tax assets and liabilities are recognized for the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities using tax rates expected to be in effect in the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Accounting for uncertainty in income taxes recognized in the financial statements is in accordance with accounting authoritative guidance, which prescribes a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed “more-likely-than-not” to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. Our intention is to reinvest the total amount of our unremitted foreign earnings in the local international jurisdictions, except for instances where we can remit such earnings to the U.S. without an associated net tax cost. As a result, we do not provide for United States taxes on the unremitted earnings of our international subsidiaries.
Stock-Based Compensation —The Company accounts for all stock options and awards granted to employees and nonemployees using a fair value method. Stock-based compensation is recognized as an expense and is measured at the fair value of the award. The measurement date for employee awards is generally the date of the grant. The measurement date for nonemployee awards is generally the date the awards vest. Stock-based compensation costs are recognized as expense over the requisite service period, which is generally the vesting period for awards, on a straight-line basis for awards with only a service condition, and using the graded-method for awards with both a performance and service that were granted prior to our IPO, and on a straight-line basis for the awards that were granted following our IPO.
Recent Accounting Pronouncements— In November 2015, the Financial Accounting Standards Board (FASB) issued updated guidance that allows entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. The update simplifies the current guidance, which requires entities to separately present deferred tax assets and deferred tax liabilities as current and noncurrent in a classified balance sheet. The guidance is required for annual reporting periods beginning after December 15, 2016, including interim periods within the reporting period. The Company early adopted the provisions of this update during the fourth quarter of fiscal year 2015 and applied it retrospectively. Adoption of this standard did not materially impact results of operations, retained earnings, or cash flows in the current or previous interim and annual reporting periods.
In September 2015, the FASB issued updated guidance related to simplifying the accounting for measurement period adjustments related to business combinations. The amended guidance eliminates the requirement to retrospectively account for adjustments made during the measurement period. The standard is effective beginning January 1, 2016, with early adoption permitted. The Company does not expect it to have a material impact on our consolidated financial position, results of operations or cash flows.
In May 2014, the FASB issued updated guidance and disclosure requirements for recognizing revenue. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company 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. In July 2015, the FASB approved the deferral of the new standard's effective date by one year. The new standard now is effective for annual and interim reporting periods beginning December 15, 2017. The FASB will permit companies to adopt the new standard early, but not before the original effective date of December 15, 2016. The Company is evaluating the potential impact of adopting this new accounting guidance.
Reclassifications— Certain prior year amounts have been reclassified to conform with the current year’s presentation. During the year ended December 31, 2015, the Company classified $2.9 million of credit card fees associated with customer payments within general and administrative expenses on the consolidated statements of operations. Accordingly, the Company reclassified $2.0 million of credit card fees associated with customer payments for the year ended December 31, 2014 and $1.5 million of credit card fees associated with customer payments for the year ended December 31, 2013 from cost of revenues, subscription to general and administrative expenses to conform with this presentation.
|
|||
A reconciliation of the denominator used in the calculation of basic and diluted loss per share is as follows:
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|||
|
|
|
(in thousands, except per share amounts) |
|
|||||||||
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to common stockholders |
|
$ |
(46,053 |
) |
|
$ |
(48,560 |
) |
|
$ |
(34,328 |
) |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding—basic |
|
|
33,222 |
|
|
|
11,562 |
|
|
|
5,113 |
|
|
Dilutive effect of share equivalents resulting from stock options, RSUs, common stock warrant and redeemable convertible preferred shares (as converted) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Weighted-average common shares outstanding-diluted |
|
|
33,222 |
|
|
|
11,562 |
|
|
|
5,113 |
|
|
Net loss per common share, basic and diluted |
|
$ |
(1.39 |
) |
|
$ |
(4.20 |
) |
|
$ |
(6.71 |
) |
The following table contains share totals with a potentially dilutive impact:
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|||
|
|
|
(in thousands) |
|
|||||||||
|
Options to purchase common shares |
|
|
3,331 |
|
|
|
4,588 |
|
|
|
4,695 |
|
|
Common stock warrant |
|
|
— |
|
|
|
13 |
|
|
|
13 |
|
|
Convertible preferred shares (as converted) |
|
|
— |
|
|
|
— |
|
|
|
19,530 |
|
|
RSUs |
|
|
1,703 |
|
|
|
1,376 |
|
|
|
858 |
|
The following is a rollforward of the Company’s allowance for doubtful accounts (in thousands):
|
|
|
Balance Beginning of Period |
|
|
Charged to Statement of Operations |
|
|
Deductions (1) |
|
|
Balance at End of Period |
|
||||
|
Allowance for doubtful accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2015 |
|
$ |
218 |
|
|
$ |
1,367 |
|
|
$ |
(1,214 |
) |
|
$ |
371 |
|
|
Year ended December 31, 2014 |
|
$ |
175 |
|
|
$ |
632 |
|
|
$ |
(589 |
) |
|
$ |
218 |
|
|
Year ended December 31, 2013 |
|
$ |
122 |
|
|
$ |
523 |
|
|
$ |
(470 |
) |
|
$ |
175 |
|
|
(1) |
Deductions include actual accounts written-off, net of recoveries. |
Depreciation is recorded over the following estimated useful lives:
|
|
|
Estimated Useful Life |
|
Employee related computer equipment |
|
2 years |
|
Computer equipment and purchased software |
|
3 years |
|
Office equipment |
|
5 years |
|
Furniture and fixtures |
|
5 years |
|
Leasehold improvements |
|
Lesser of lease term or useful life |
Capitalized software development costs consisted of the following:
|
|
|
December 31, 2015 |
|
|
December 31, 2014 |
|
||
|
|
|
(in thousands) |
|
|||||
|
Gross capitalized software development costs |
|
$ |
18,737 |
|
|
$ |
14,219 |
|
|
Accumulated amortization |
|
|
(14,082 |
) |
|
|
(9,786 |
) |
|
Capitalized software development costs, net |
|
$ |
4,655 |
|
|
$ |
4,433 |
|
|
|||
The following table details the fair value measurements within the fair value hierarchy of the Company’s financial assets and liabilities at December 31, 2015 and December 31, 2014.
|
|
|
December 31, 2015 |
|
|||||||||||||
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
|
|
|
(in thousands) |
|
|||||||||||||
|
Money market funds |
|
$ |
32,014 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
32,014 |
|
|
Commercial paper |
|
|
— |
|
|
|
7,711 |
|
|
|
— |
|
|
|
7,711 |
|
|
Corporate bonds |
|
|
— |
|
|
|
70,869 |
|
|
|
— |
|
|
|
70,869 |
|
|
U.S. government agency obligations |
|
|
— |
|
|
|
10,958 |
|
|
|
— |
|
|
|
10,958 |
|
|
Total |
|
$ |
32,014 |
|
|
$ |
89,538 |
|
|
$ |
— |
|
|
$ |
121,552 |
|
|
|
|
December 31, 2014 |
|
|||||||||||||
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
|
|
|
(in thousands) |
|
|||||||||||||
|
Money market funds |
|
$ |
100,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
100,000 |
|
|
Total |
|
$ |
100,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
100,000 |
|
The following tables summarize the composition of our short- and long-term investments at December 31, 2015. The Company did not have any investments at December 31, 2014.
|
|
|
December 31, 2015 |
|
|||||||||||||
|
|
|
Amortized Cost |
|
|
Unrealized Gains |
|
|
Unrealized (Losses) |
|
|
Aggregate Fair Value |
|
||||
|
|
|
(in thousands) |
|
|||||||||||||
|
Commercial paper |
|
$ |
7,721 |
|
|
$ |
— |
|
|
$ |
(10 |
) |
|
$ |
7,711 |
|
|
Corporate bonds |
|
|
71,207 |
|
|
|
— |
|
|
|
(338 |
) |
|
|
70,869 |
|
|
U.S. government agency obligations |
|
|
10,998 |
|
|
|
— |
|
|
|
(40 |
) |
|
|
10,958 |
|
|
Total |
|
$ |
89,926 |
|
|
$ |
— |
|
|
$ |
(388 |
) |
|
$ |
89,538 |
|
The contractual maturities of short-term and long-term investments held at December 31, 2015 are as follows:
|
|
|
December 31, 2015 |
|
|||||
|
|
|
Amortized Cost Basis |
|
|
Aggregate Fair Value |
|
||
|
|
|
( in thousands) |
|
|||||
|
Due within one year |
|
$ |
49,068 |
|
|
$ |
48,972 |
|
|
Due after 1 year through 2 years |
|
|
40,858 |
|
|
|
40,566 |
|
|
Total |
|
$ |
89,926 |
|
|
$ |
89,538 |
|
|
|||
Property and equipment as of December 31, 2015 and December 31, 2014 consists of the following:
|
|
|
December 31. |
|
|||||
|
|
|
2015 |
|
|
2014 |
|
||
|
|
|
(in thousands) |
|
|||||
|
Computer equipment & purchased software |
|
$ |
1,237 |
|
|
$ |
904 |
|
|
Employee computer equipment |
|
|
307 |
|
|
|
— |
|
|
Furniture and fixtures |
|
|
3,907 |
|
|
|
3,010 |
|
|
Office equipment |
|
|
1,209 |
|
|
|
1,118 |
|
|
Leasehold improvements |
|
|
17,086 |
|
|
|
10,153 |
|
|
Equipment under capital lease |
|
|
1,409 |
|
|
|
562 |
|
|
Total property and equipment |
|
|
25,155 |
|
|
|
15,747 |
|
|
Less accumulated depreciation |
|
|
(6,994 |
) |
|
|
(4,366 |
) |
|
Property and equipment, net |
|
$ |
18,161 |
|
|
$ |
11,381 |
|
|
|||
Intangible assets as of December 31, 2015 and 2014 consist of the following:
|
|
|
Weighted Average Remaining Useful Life |
|
December 31, |
|
|||||
|
|
|
|
|
2015 |
|
|
2014 |
|
||
|
|
|
|
|
(in thousands) |
|
|||||
|
Acquired technology |
|
13 Months |
|
$ |
852 |
|
|
$ |
745 |
|
|
Acquired intellectual property |
|
15 Months |
|
80 |
|
|
|
80 |
|
|
|
Accumulated amortization |
|
|
|
|
(832 |
) |
|
|
(736 |
) |
|
Total |
|
|
|
$ |
100 |
|
|
$ |
89 |
|
Estimated future amortization expense for intangible assets as of December 31, 2015 is as follows:
|
Years ended December 31, |
|
Amortization Expense |
|
|
|
|
|
(in thousands) |
|
|
|
2016 |
|
$ |
84 |
|
|
2017 |
|
|
16 |
|
|
Total |
|
$ |
100 |
|
|
|||
Revenues by geographical region:
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|||
|
|
|
(In thousands) |
|
|||||||||
|
Americas |
|
$ |
154,625 |
|
|
$ |
103,356 |
|
|
$ |
74,437 |
|
|
Europe |
|
|
23,487 |
|
|
|
12,270 |
|
|
|
3,197 |
|
|
Asia Pacific |
|
|
3,831 |
|
|
|
250 |
|
|
|
— |
|
|
Total |
|
$ |
181,943 |
|
|
$ |
115,876 |
|
|
$ |
77,634 |
|
|
Percentage of revenues generated outside of the United States |
|
|
15 |
% |
|
|
11 |
% |
|
|
4 |
% |
Total long-lived assets by geographical region:
|
|
|
As of December 31, 2015 |
|
|
As of December 31, 2014 |
|
||
|
|
|
(In thousands) |
|
|||||
|
Americas |
|
$ |
15,108 |
|
|
$ |
10,711 |
|
|
Europe |
|
|
1,885 |
|
|
|
670 |
|
|
Asia Pacific |
|
|
1,168 |
|
|
— |
|
|
|
Total long lived assets |
|
$ |
18,161 |
|
|
$ |
11,381 |
|
|
Percentage of long lived assets held outside of the United States |
|
|
17 |
% |
|
|
6 |
% |
|
|||
Future minimum payments under all operating and capital lease agreements as of December 31, 2015, are as follows:
|
|
|
Operating |
|
|
Capital |
|
||
|
|
|
(in thousands) |
|
|||||
|
2016 |
|
$ |
9,091 |
|
|
$ |
561 |
|
|
2017 |
|
|
10,687 |
|
|
|
287 |
|
|
2018 |
|
|
10,579 |
|
|
|
— |
|
|
2019 |
|
|
10,345 |
|
|
|
— |
|
|
2020 |
|
|
10,513 |
|
|
|
— |
|
|
Thereafter |
|
|
77,373 |
|
|
|
— |
|
|
Total |
|
$ |
128,588 |
|
|
|
848 |
|
|
|
|
|
|
|
|
|
|
|
|
Less: Portion representing interest |
|
|
|
|
|
|
(29 |
) |
|
Capital lease obligation |
|
|
|
|
|
$ |
819 |
|
|
|||
The following table summarizes the changes in accumulated other comprehensive loss, which is reported as a component of stockholders’ equity, for the years ended December 31, 2015 and 2014:
|
|
|
Cumulative Translation Adjustment |
|
|
Unrealized Loss on Investments |
|
|
Total |
|
||||
|
|
|
(in thousands) |
|
||||||||||
|
Beginning balance at January 1, 2014 |
|
$ |
(79 |
) |
|
$ |
— |
|
|
$ |
(79 |
) |
|
|
Other comprehensive loss before reclassifications |
|
|
(66 |
) |
|
|
— |
|
|
|
(66 |
) |
|
|
Amounts reclassified from accumulated other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Ending balance at December 31, 2014 |
|
$ |
(145 |
) |
|
$ |
— |
|
|
$ |
(145 |
) |
|
|
Other comprehensive loss before reclassifications |
|
|
(272 |
) |
|
|
(388 |
) |
|
|
(660 |
) |
|
|
Amounts reclassified from accumulated other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Ending balance at December 31, 2015 |
|
$ |
(417 |
) |
|
$ |
(388 |
) |
|
$ |
(805 |
) |
|
|
|||
The number of shares of common stock reserved for the vesting of RSUs, exercise of common stock options and exercise of a warrant are as follows (in thousands):
|
|
|
December 31, 2015 |
|
|
December 31, 2014 |
|
||
|
Common stock warrant |
|
|
— |
|
|
|
13 |
|
|
Restricted stock units |
|
|
1,703 |
|
|
|
1,376 |
|
|
Common stock options |
|
|
3,331 |
|
|
|
4,588 |
|
|
|
|
|
5,034 |
|
|
|
5,977 |
|
The following two tables show stock compensation expense by award type and where the stock compensation expense is recorded in the Company’s consolidated statements of operations:
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|||
|
|
|
( in thousands) |
|
|||||||||
|
Options |
|
$ |
6,349 |
|
|
$ |
5,128 |
|
|
$ |
3,080 |
|
|
Vesting of RSAs |
|
|
— |
|
|
|
— |
|
|
|
384 |
|
|
ESPP |
|
|
1,035 |
|
|
|
— |
|
|
|
— |
|
|
RSUs |
|
|
13,924 |
|
|
|
11,230 |
|
|
|
— |
|
|
Total stock-based compensation |
|
$ |
21,308 |
|
|
$ |
16,358 |
|
|
$ |
3,464 |
|
The following two tables show stock compensation expense by award type and where the stock compensation expense is recorded in the Company’s consolidated statements of operations:
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|||
|
|
|
(in thousands) |
|
|||||||||
|
Cost of revenue, subscription |
|
$ |
341 |
|
|
$ |
128 |
|
|
$ |
50 |
|
|
Cost of revenue, service |
|
|
1,216 |
|
|
|
498 |
|
|
|
211 |
|
|
Research and development |
|
|
6,327 |
|
|
|
6,190 |
|
|
|
691 |
|
|
Sales and marketing |
|
|
7,658 |
|
|
|
5,596 |
|
|
|
1,194 |
|
|
General and administrative |
|
|
5,766 |
|
|
|
3,946 |
|
|
|
1,318 |
|
|
Total stock-based compensation |
|
$ |
21,308 |
|
|
$ |
16,358 |
|
|
$ |
3,464 |
|
Stock Options —The fair value of employee options is estimated on the date of each grant using the Black-Scholes option-pricing model with the following assumptions:
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|||
|
Risk-free interest rate |
|
1.36% - 1.53% |
|
|
1.79% - 2.67% |
|
|
0.82% - 1.86% |
|
|||
|
Expected term (in years) |
|
6.18 - 6.22 |
|
|
5.0 - 6.5 |
|
|
4.6 - 6.5 |
|
|||
|
Volatility |
|
43.0% - 51.6% |
|
|
44.8% - 50.9% |
|
|
46.8% - 54.7% |
|
|||
|
Expected dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
The stock option activity for the year ended December 31, 2015 is as follows:
|
|
|
Options (in thousands) |
|
|
Weighted- Average Exercise Price |
|
|
Weighted- Average Remaining Life (in years) |
|
|
Aggregate Intrinsic Value (in thousands) |
|
||||
|
Outstanding—January 1, 2015 |
|
|
4,588 |
|
|
$ |
9.64 |
|
|
|
7.6 |
|
|
$ |
110,396 |
|
|
Granted |
|
318 |
|
|
34.51 |
|
|
|
|
|
|
|
|
|
||
|
Exercised |
|
|
(1,334 |
) |
|
7.53 |
|
|
|
|
|
|
|
|
|
|
|
Forfeited/expired |
|
|
(241 |
) |
|
18.73 |
|
|
|
|
|
|
|
|
|
|
|
Outstanding—December 31, 2015 |
|
|
3,331 |
|
|
|
12.18 |
|
|
6.9 |
|
|
$ |
146,994 |
|
|
|
Options vested or expected to vest—December 31, 2015 |
|
|
3,202 |
|
|
$ |
11.80 |
|
|
6.9 |
|
|
$ |
142,552 |
|
|
|
Options exercisable—December 31, 2015 |
|
|
2,174 |
|
|
$ |
7.97 |
|
|
6.3 |
|
|
$ |
104,844 |
|
|
The following table summarizes the activity related to RSUs for the year ended December 31, 2015:
|
|
|
RSUs Outstanding |
|
|||||
|
|
|
Shares (in thousands) |
|
|
Weighted- Average Grant Date Fair Value Per Share |
|
||
|
Unvested and outstanding at January 1, 2015 |
|
|
1,376 |
|
|
$ |
17.40 |
|
|
Granted |
|
|
1,284 |
|
|
$ |
40.69 |
|
|
Vested |
|
|
(752 |
) |
|
$ |
15.83 |
|
|
Canceled |
|
|
(205 |
) |
|
$ |
25.83 |
|
|
Unvested and outstanding at December 31, 2015 |
|
|
1,703 |
|
|
$ |
34.64 |
|
|
|||
Loss before provision for income taxes was as follows:
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|||
|
|
|
(in thousands) |
|
|||||||||
|
United States |
|
$ |
(47,911 |
) |
|
$ |
(49,634 |
) |
|
$ |
(34,393 |
) |
|
Foreign |
|
|
2,270 |
|
|
|
1,313 |
|
|
|
119 |
|
|
Total |
|
$ |
(45,641 |
) |
|
$ |
(48,321 |
) |
|
$ |
(34,274 |
) |
The (provision) benefit for income taxes consists of the following:
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|||
|
|
|
(in thousands) |
|
|||||||||
|
Current income tax provision |
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
State |
|
|
(61 |
) |
|
|
(20 |
) |
|
|
— |
|
|
Foreign |
|
|
(401 |
) |
|
|
(12 |
) |
|
|
— |
|
|
Total current income tax provision |
|
|
(462 |
) |
|
|
(32 |
) |
|
|
— |
|
|
Deferred income tax (provision) benefit |
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
(10 |
) |
|
|
— |
|
|
|
— |
|
|
State |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Foreign |
|
|
60 |
|
|
|
124 |
|
|
|
— |
|
|
Total deferred income tax (provision) benefit |
|
|
50 |
|
|
|
124 |
|
|
|
— |
|
|
Total income tax (provision) benefit |
|
$ |
(412 |
) |
|
$ |
92 |
|
|
$ |
|
|
The following reconciles the differences between income taxes computed at the federal statutory rate of 35% and the provision for income taxes:
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|||
|
|
|
(in thousands) |
|
|||||||||
|
Expected income tax benefit at the federal statutory rate |
|
$ |
15,974 |
|
|
$ |
16,913 |
|
|
$ |
11,997 |
|
|
State taxes net of federal benefit |
|
|
2,257 |
|
|
|
1,709 |
|
|
|
1,197 |
|
|
Stock-based compensation |
|
|
(1,685 |
) |
|
|
(886 |
) |
|
|
(830 |
) |
|
Difference in foreign tax rates |
|
|
482 |
|
|
|
289 |
|
|
|
27 |
|
|
U.S. tax credits |
|
|
2,738 |
|
|
|
1,331 |
|
|
|
444 |
|
|
Change in valuation allowance |
|
|
(19,421 |
) |
|
|
(18,719 |
) |
|
|
(12,367 |
) |
|
Other |
|
|
(757 |
) |
|
|
(545 |
) |
|
|
(468 |
) |
|
Income tax (provision) benefit |
|
$ |
(412 |
) |
|
$ |
92 |
|
|
$ |
— |
|
Significant components of the Company’s deferred tax assets and liabilities were as follows:
|
|
|
Year Ended December 31, |
|
|||||
|
|
|
2015 |
|
|
2014 |
|
||
|
|
|
(in thousands) |
|
|||||
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards |
|
$ |
60,188 |
|
|
$ |
46,615 |
|
|
Research and investment credits |
|
|
5,040 |
|
|
|
2,334 |
|
|
Accruals and reserves |
|
|
5,788 |
|
|
|
3,423 |
|
|
Depreciation |
|
|
579 |
|
|
|
372 |
|
|
Intangible assets |
|
|
223 |
|
|
|
— |
|
|
Stock-based compensation |
|
|
6,901 |
|
|
|
5,409 |
|
|
Total deferred tax assets |
|
$ |
78,719 |
|
|
$ |
58,153 |
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
|
Capitalized costs |
|
|
(3,916 |
) |
|
|
(2,808 |
) |
|
Total deferred tax liabilities |
|
|
(3,916 |
) |
|
|
(2,808 |
) |
|
Valuation allowance |
|
|
(74,642 |
) |
|
|
(55,221 |
) |
|
Net deferred tax assets |
|
$ |
161 |
|
|
$ |
124 |
|
The following summarizes activity related to unrecognized tax benefits:
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|||
|
|
|
(in thousands) |
|
|||||||||
|
Unrecognized benefit—beginning of the year |
|
$ |
1,713 |
|
|
$ |
1,030 |
|
|
$ |
667 |
|
|
Gross increases—current period positions |
|
|
171 |
|
|
|
683 |
|
|
|
363 |
|
|
Gross decrease—prior period positions |
|
|
(1,211 |
) |
|
|
— |
|
|
|
— |
|
|
Unrecognized benefit—end of period |
|
$ |
673 |
|
|
$ |
1,713 |
|
|
$ |
1,030 |
|
|
|||
|
|
|
Fourth Quarter |
|
|
Third Quarter |
|
|
Second Quarter |
|
|
First Quarter |
|
||||
|
|
|
(in thousands, except per share amounts) |
|
|||||||||||||
|
Year ended December 31, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
53,126 |
|
|
$ |
47,711 |
|
|
$ |
42,941 |
|
|
$ |
38,166 |
|
|
Cost of revenue |
|
|
13,707 |
|
|
|
12,478 |
|
|
|
11,273 |
|
|
|
10,465 |
|
|
Gross profit |
|
|
39,419 |
|
|
|
35,233 |
|
|
|
31,668 |
|
|
|
27,701 |
|
|
Net loss |
|
|
(10,252 |
) |
|
|
(13,552 |
) |
|
|
(11,392 |
) |
|
|
(10,858 |
) |
|
Net loss attributable to common stockholders |
|
|
(10,252 |
) |
|
|
(13,552 |
) |
|
|
(11,392 |
) |
|
|
(10,858 |
) |
|
Basic and diluted net loss attributable to common stockholders per share |
|
$ |
(0.30 |
) |
|
$ |
(0.40 |
) |
|
$ |
(0.34 |
) |
|
$ |
(0.34 |
) |
|
Year ended December 31, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
34,157 |
|
|
$ |
30,448 |
|
|
$ |
27,098 |
|
|
$ |
24,174 |
|
|
Cost of revenue |
|
|
9,929 |
|
|
|
9,205 |
|
|
|
8,282 |
|
|
|
7,664 |
|
|
Gross profit |
|
|
24,228 |
|
|
|
21,243 |
|
|
|
18,816 |
|
|
|
16,510 |
|
|
Net loss |
|
|
(19,697 |
) |
|
|
(10,793 |
) |
|
|
(8,279 |
) |
|
|
(9,465 |
) |
|
Net loss attributable to common stockholders |
|
|
(19,988 |
) |
|
|
(10,806 |
) |
|
|
(8,292 |
) |
|
|
(9,477 |
) |
|
Basic and diluted net loss attributable to common stockholders per share |
|
$ |
(0.69 |
) |
|
$ |
(1.84 |
) |
|
$ |
(1.44 |
) |
|
$ |
(1.73 |
) |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
|
|
|||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
|
|||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||