Q2 HOLDINGS, INC., 10-Q filed on 11/10/2014
Quarterly Report
Document and Entity Information
9 Months Ended
Sep. 30, 2014
Oct. 31, 2014
Entity [Abstract]
 
 
Entity Registrant Name
Q2 HOLDINGS, INC. 
 
Entity Central Index Key
0001410384 
 
Trading Symbol
qtwo 
 
Current Fiscal Year End Date
--12-31 
 
Entity Filer Category
Non-accelerated Filer 
 
Entity Common Stock Shares Outstanding
 
34,218,697 
Document Type
10-Q 
 
Document Period End Date
Sep. 30, 2014 
 
Amendment Flag
false 
 
Document Fiscal Year Focus
2014 
 
Document Fiscal Period Focus
Q3 
 
Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2014
Dec. 31, 2013
Current assets:
 
 
Cash and cash equivalents
$ 72,340 
$ 18,675 
Restricted cash
829 
116 
Investments
18,028 
Accounts receivable, net
6,505 
9,063 
Prepaid expenses and other current assets
2,321 
1,079 
Deferred solution and other costs, current portion
4,324 
3,124 
Deferred implementation costs, current portion
2,037 
1,814 
Total current assets
106,384 
33,871 
Property and equipment, net
14,251 
14,831 
Deferred solution and other costs, net of current portion
6,503 
5,358 
Deferred implementation costs, net of current portion
5,344 
4,560 
Other long-term assets
815 
2,488 
Total assets
133,297 
61,108 
Current liabilities:
 
 
Accounts payable
2,641 
4,085 
Accrued liabilities
7,089 
11,664 
Deferred revenues, current portion
18,031 
12,728 
Capital lease obligations, current portion
453 
714 
Total current liabilities
28,214 
29,191 
Deferred revenues, net of current portion
18,616 
14,773 
Capital lease obligations, net of current portion
259 
575 
Long-term debt, net of current portion
46 
6,288 
Deferred rent, net of current portion
4,888 
4,444 
Other long-term liabilities
101 
Total liabilities
52,030 
55,372 
Commitments and contingencies (Note 6)
   
   
Stockholders' equity (deficit):
 
 
Junior convertible preferred stock: $0.0001 par value; no shares authorized, issued or outstanding as of September 30, 2014, and 1,251 shares authorized, issued and outstanding as of December 31, 2013
1,740 
Common stock: $0.0001 par value; 150,000 shares authorized, 34,195 shares issued and outstanding as of September 30, 2014, and 35,000 shares authorized, 8,288 shares issued and outstanding as of December 31, 2013
Additional paid-in capital
140,890 
6,675 
Accumulated other comprehensive loss
(20)
Accumulated deficit
(59,606)
(44,732)
Total stockholders' equity (deficit)
81,267 
(36,316)
Total liabilities, redeemable convertible preferred stock, redeemable common stock and stockholders' equity (deficit)
133,297 
61,108 
Series A Preferred Stock [Member]
 
 
Redeemable convertible preferred stock and redeemable common stock:
 
 
Redeemable convertible preferred stock and redeemable common stock
10,815 
Series B Preferred Stock [Member]
 
 
Redeemable convertible preferred stock and redeemable common stock:
 
 
Redeemable convertible preferred stock and redeemable common stock
10,915 
Series C Preferred Stock [Member]
 
 
Redeemable convertible preferred stock and redeemable common stock:
 
 
Redeemable convertible preferred stock and redeemable common stock
18,995 
Common Stock [Member]
 
 
Redeemable convertible preferred stock and redeemable common stock:
 
 
Redeemable convertible preferred stock and redeemable common stock
$ 0 
$ 1,327 
Consolidated Balance Sheets (Parenthetical) (USD $)
Sep. 30, 2014
Dec. 31, 2013
Junior Preferred Stock, Par or Stated Value Per Share (in dollars per share)
$ 0.0001 
$ 0.0001 
Junior Preferred Stock, Shares Authorized
1,250,967 
Junior Preferred Stock, Shares Issued
1,250,967 
Junior Preferred Stock, Shares Outstanding
1,250,967 
Common Stock, Par or Stated Value Per Share (in dollars per share)
$ 0.0001 
$ 0.0001 
Common Stock, Shares Authorized
150,000,000 
35,000,000 
Common Stock, Shares, Issued
34,195,247 
8,287,995 
Common Stock, Shares Outstanding
34,195,247 
8,287,995 
Series A Preferred Stock [Member]
 
 
Redeemable Convertible Preferred Stock and Redeemable Common Stock, Par or Stated Value Per Share (in dollars per share)
$ 0.0001 
$ 0.0001 
Redeemable Convertible Preferred Stock and Redeemable Common Stock, Shares Authorized
7,908,442 
Redeemable Convertible Preferred Stock and Redeemable Common Stock, Shares Issued
7,908,442 
Redeemable Convertible Preferred Stock and Redeemable Common Stock, Shares Outstanding
7,908,442 
Series B Preferred Stock [Member]
 
 
Redeemable Convertible Preferred Stock and Redeemable Common Stock, Par or Stated Value Per Share (in dollars per share)
$ 0.0001 
$ 0.0001 
Redeemable Convertible Preferred Stock and Redeemable Common Stock, Shares Authorized
1,818,182 
Redeemable Convertible Preferred Stock and Redeemable Common Stock, Shares Issued
1,818,182 
Redeemable Convertible Preferred Stock and Redeemable Common Stock, Shares Outstanding
1,818,182 
Series C Preferred Stock [Member]
 
 
Redeemable Convertible Preferred Stock and Redeemable Common Stock, Par or Stated Value Per Share (in dollars per share)
$ 0.0001 
$ 0.0001 
Redeemable Convertible Preferred Stock and Redeemable Common Stock, Shares Authorized
2,605,094 
Redeemable Convertible Preferred Stock and Redeemable Common Stock, Shares Issued
2,605,094 
Redeemable Convertible Preferred Stock and Redeemable Common Stock, Shares Outstanding
2,605,094 
Common Stock [Member]
 
 
Redeemable Convertible Preferred Stock and Redeemable Common Stock, Shares Outstanding
3,829,221 
Consolidated Statements of Operations and Comprehensive Loss (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2014
Sep. 30, 2013
Income Statement [Abstract]
 
 
 
 
Revenues
$ 20,989 
$ 14,325 
$ 56,981 
$ 41,203 
Cost of revenues
12,143 1
9,167 1
33,185 1
25,382 1
Gross profit
8,846 
5,158 
23,796 
15,821 
Operating expenses:
 
 
 
 
Sales and marketing
5,642 1
4,599 1
17,183 1
11,797 1
Research and development
3,155 1
2,259 1
8,678 1
6,277 1
General and administrative
4,574 1
3,207 1
12,350 1
8,318 1
Unoccupied lease charges
88 
236 
Total operating expenses
13,371 
10,153 
38,211 
26,628 
Loss from operations
(4,525)
(4,995)
(14,415)
(10,807)
Other income (expense):
 
 
 
 
Interest and other income
25 
30 
Interest and other expense
(107)
(170)
(438)
(342)
Total other expense, net
(82)
(170)
(408)
(337)
Loss before income taxes
(4,607)
(5,165)
(14,823)
(11,144)
Provision for income taxes
(18)
(14)
(51)
(33)
Loss from continuing operations
(4,625)
(5,179)
(14,874)
(11,177)
Loss from discontinued operations, net of tax
(199)
Net loss
(4,625)
(5,179)
(14,874)
(11,376)
Other comprehensive loss:
 
 
 
 
Unrealized gain (loss) on available for sale securities
(20)
(20)
Comprehensive loss
$ (4,645)
$ (5,179)
$ (14,894)
$ (11,376)
Net loss per common share:
 
 
 
 
Loss from continuing operations per share, basic and diluted (dollars per share)
$ (0.14)
$ (0.43)
$ (0.54)
$ (0.95)
Loss from discontinued operations per share, basic and diluted (dollars per share)
$ 0.00 
$ 0.00 
$ 0.00 
$ (0.01)
Net loss per common share, basic and diluted (dollars per share)
$ (0.14)
$ (0.43)
$ (0.54)
$ (0.96)
Weighted average common shares outstanding:
 
 
 
 
Weighted-average common shares outstanding, basic and diluted (shares)
34,171 
12,045 
27,522 
11,794 
Consolidated Statements of Operations (Parenthetical) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2014
Sep. 30, 2013
Stock-based compensation expenses
$ 1,101 
$ 412 
$ 3,087 
$ 1,122 
Cost of revenues [Member]
 
 
 
 
Stock-based compensation expenses
159 
70 
432 
192 
Sales and marketing [Member]
 
 
 
 
Stock-based compensation expenses
189 
81 
543 
180 
Research and development [Member]
 
 
 
 
Stock-based compensation expenses
131 
64 
360 
189 
General and administrative [Member]
 
 
 
 
Stock-based compensation expenses
$ 622 
$ 197 
$ 1,752 
$ 561 
Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Cash flows from operating activities:
 
 
Net loss
$ (14,874)
$ (11,376)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
 
 
Amortization of deferred implementation, solution and other costs
3,198 
2,033 
Depreciation and amortization
3,122 
2,071 
Amortization of debt issuance costs
72 
44 
Amortization of premiums on investments
24 
Stock-based compensation expenses
3,087 
1,122 
Loss from discontinued operations
199 
Allowance for sales credits
51 
56 
Loss on disposal of long-lived assets
18 
Unoccupied lease charges
236 
Changes in operating assets and liabilities:
 
 
Accounts receivable, net
2,507 
(1,053)
Prepaid expenses and other current assets
(1,241)
(443)
Deferred solution and other costs
(3,500)
(1,947)
Deferred implementation costs
(3,049)
(2,550)
Other long-term assets
211 
104 
Accounts payable
(427)
(233)
Accrued liabilities
(2,937)
1,841 
Deferred revenue
9,147 
5,663 
Deferred rent and other long-term liabilities
351 
4,250 
Net cash (used in) provided by continuing operations
(4,258)
35 
Net cash used in discontinued operating activities
(236)
Net cash used in operating activities
(4,258)
(201)
Cash flows from investing activities:
 
 
Purchases of investments
(18,072)
Purchases of property and equipment
(3,815)
(10,058)
Acquisitions and purchase of intangible assets
(125)
Increase in restricted cash
(713)
Cash included in distribution of spin-off
(46)
Net cash used in investing activities
(22,600)
(10,229)
Cash flows from financing activities:
 
 
Proceeds from issuance of preferred stock, net of issuance costs
18,995 
Proceeds from borrowings on line of credit
12,500 
6,350 
Payments on line of credit
(18,710)
(2,682)
Payments on capital lease obligations
(606)
(510)
Proceeds from the issuance of common stock, net of issuance costs
86,286 
Proceeds from exercise of stock options to purchase common stock
1,053 
339 
Net cash provided by financing activities
80,523 
22,492 
Net increase in cash and cash equivalents
53,665 
12,062 
Cash and cash equivalents, beginning of period
18,675 
9,111 
Cash and cash equivalents, end of period
72,340 
21,173 
Supplemental disclosures of cash flow information:
 
 
Cash paid for taxes
55 
164 
Cash paid for interest
207 
269 
Supplemental disclosure of non-cash investing activities:
 
 
Equipment acquired under capital lease
$ 0 
$ 975 
Organization and Description of Business
Organization and Description of Business
Organization and Description of Business

Q2 Holdings, Inc., or the Company, is a leading provider of secure, cloud-based virtual banking solutions. The Company enables regional and community financial institutions, or RCFIs, to deliver a robust suite of integrated virtual banking services and more effectively engage with their retail and commercial account holders who expect to bank anytime, anywhere and on any device. The Company delivers its solutions to the substantial majority of its customers using a software-as-a-service, or SaaS, model under which its RCFI customers pay subscription fees for the use of the Company's solutions.

The Company, formerly known as CBG Holdings, Inc., was incorporated in Delaware in March 2005 and is a holding company that owns 100% of the outstanding capital stock of Q2 Software, Inc. On March 1, 2013, the Company reorganized its business operations in conjunction with the private placement of its Series C redeemable convertible preferred stock. Prior to the reorganization, the Company owned 100% of the outstanding capital stock of cbanc Network Inc., or cbanc. Pursuant to the reorganization, the Company distributed all shares of cbanc to its stockholders in a spin-off, and the Company was renamed Q2 Holdings, Inc.

The Company's headquarters are located in Austin, Texas.
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

As used in this report, the terms "we," "us," or "our" refer to Q2 Holdings, Inc. and its wholly-owned subsidiary. These interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP, and Securities and Exchange Commission, or SEC, requirements for interim financial statements. The interim unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.

In the Company's opinion, the accompanying interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments necessary for a fair presentation. Certain information and disclosures normally included in the notes to the annual consolidated financial statements prepared in accordance with GAAP have been omitted from these interim unaudited condensed consolidated financial statements pursuant to the rules and regulations of the SEC. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the accompanying notes for the fiscal year ended December 31, 2013, which are included in the Company's prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, or the Securities Act, with the SEC on March 20, 2014. The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014 or for any other period.

Use of Estimates

The preparation of the accompanying interim unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the interim unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses. Significant items subject to such estimates include stock-based compensation, the useful lives of property and equipment and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments acquired with an original maturity of ninety days or less at the date of purchase to be cash equivalents. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments.

Restricted Cash

Restricted cash consists of deposits held in money market accounts for leased office space.

Investments

Investments consists of primarily of U.S. government agency bonds, corporate bonds, commercial paper, certificates of deposits and money market funds. All investments are carried at fair value.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, restricted cash and accounts receivable. The Company's cash and cash equivalents and restricted cash are placed with high credit quality financial institutions and issuers, and at times may exceed federally-insured limits. The Company has not experienced any loss relating to cash and cash equivalents or restricted cash in these accounts. The Company provides credit, in the normal course of business, to a number of its customers. The Company performs periodic credit evaluations of its customers' financial condition and generally does not require collateral. No individual customer accounted for 10% or more of revenues for each of the three and nine months ended September 30, 2014 and 2013. No individual customer accounted for 10% or more of accounts receivable, net, as of September 30, 2014 or December 31, 2013.

Accounts Receivable

Accounts receivable are stated at net realizable value, including both billed and unbilled receivables to customers. Unbilled receivable balances arise primarily when the Company earns revenues based on the number of registered users and the number of bill-pay and certain other transactions that registered users perform on the Company's virtual banking solutions in excess of the levels included in the Company's minimum subscription fee. Generally, billing for such revenues occurs one month in arrears.

The Company assesses the collectability of outstanding accounts receivable on an ongoing basis and maintains an allowance for doubtful accounts for accounts receivable deemed uncollectable. This allowance is recorded as a reduction against accounts receivable. As of September 30, 2014 and December 31, 2013, the Company did not provide for an allowance for doubtful accounts, as all amounts outstanding were deemed collectable. Historically, the Company's collection experience has not varied significantly, and bad debt expenses have been insignificant.

The Company maintains a reserve for estimated sales credits issued to customers for billing disputes or other service-related reasons. This allowance is recorded as a reduction against current period revenues and accounts receivable. In estimating this allowance, the Company analyzes prior periods to determine the amounts of sales credits issued to customers compared to the revenues in the period that related to the original customer invoice. This estimate is analyzed quarterly and adjusted as necessary. The allowance for sales credits was $0.2 million and $0.1 million as of September 30, 2014 and December 31, 2013, respectively.

Deferred Implementation Costs

The Company capitalizes certain personnel and other costs, such as employee salaries, benefits and the associated payroll taxes that are direct and incremental to the implementation of its solutions. The Company analyzes implementation costs that may be capitalized to assess their recoverability, and only capitalizes costs that it anticipates to be recoverable. The Company assesses the recoverability of its deferred implementation costs by comparing the greater of the amount of the non-cancellable portion of a customer's contract and the non-refundable customer prepayments received as it relates to the specific implementation costs incurred. The Company begins amortizing the deferred implementation costs for an implementation once the revenue recognition criteria have been met, and the Company amortizes those deferred implementation costs ratably over the remaining term of the customer agreement. The portion of deferred implementation costs expected to be amortized during the succeeding twelve-month period is recorded in current assets as deferred implementation costs, current portion, and the remainder is recorded in long-term assets as deferred implementation costs, net of current portion.

Deferred Solution and Other Costs

The Company capitalizes sales commissions and other third-party costs, such as third party licenses and maintenance related to its customer agreements. The Company capitalizes sales commissions because the commission charges are so closely related to the revenues from the non-cancellable customer agreements that they should be recorded as an asset and charged to expense over the same period that the related revenue is recognized. The Company begins amortizing deferred solution and other costs for a particular customer agreement once the revenue recognition criteria are met and amortizes those deferred costs over the remaining term of the customer agreement. The Company analyzes solution and other costs that may be capitalized to assess their recoverability and only capitalizes costs that it anticipates to be recoverable. The portion of capitalized costs expected to be amortized during the succeeding twelve-month period is recorded in current assets as deferred solution and other costs, current portion, and the remainder is recorded in long-term assets as deferred solution and other costs, net of current portion. Deferred commissions were $6.3 million and $4.6 million as of September 30, 2014 and December 31, 2013, respectively.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is calculated on a straight-line basis over the estimated useful lives of the related assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the related assets. Maintenance and repairs that do not extend the life of or improve an asset are expensed in the period incurred.

The estimated useful lives of property and equipment are as follows:
Computer hardware and equipment
 
3 - 5 years
Purchased software and licenses
 
3 - 5 years
Furniture and fixtures
 
7 years
Leasehold improvements
 
Lesser of estimated useful life or lease term


Deferred Revenues

Deferred revenues primarily consist of amounts that have been billed to or received from customers in advance of revenue recognition and prepayments received from customers in advance for implementation, maintenance and other services, as well as initial subscription fees. The Company recognizes deferred revenues as revenues when the services are performed and the corresponding revenue recognition criteria are met. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. Deferred revenues that are expected to be recognized as revenues during the succeeding twelve month period are recorded in current liabilities as deferred revenues, current portion and the remaining portion is recorded in long-term liabilities as deferred revenues, net of current portion.

Revenues

All revenue-generating activities are directly related to the sale, implementation and support of the Company's solutions within a single operating segment. The Company derives the substantial majority of its revenues from subscription fees for the use of its solutions hosted in the Company's data centers as well as revenues for implementation and customer support services related to the Company's solutions. A small portion of the Company's customers host the Company's solutions in their own data centers under term license and maintenance agreements, and the Company recognizes the corresponding revenues ratably over the term of those customer agreements.

Revenues are recognized net of sales credits and allowances. The Company begins to recognize revenues for a customer when all of the following criteria are satisfied:

there is persuasive evidence of an arrangement;

the service has been or is being provided to the customer;

the collection of the fees is reasonably assured; and

the amount of fees to be paid by the customer is fixed or determinable.

Determining whether and when these criteria have been met can require significant judgment and estimates. In general, revenue recognition commences when the Company's solutions are implemented and made available to the customers.

The Company's software solutions are available for use in hosted application arrangements under subscription fee agreements. Subscription fees from these applications, including related customer support, are recognized ratably over the customer agreement term beginning on the date the solution is made available to the customer. Amounts that have been invoiced are recorded in accounts receivable and deferred revenues or revenues, depending on whether the Company's revenue recognition criteria have been met.

The Company considers subscription fees to be fixed or determinable unless the fees are subject to refund or adjustment or are not payable within the Company's standard payment terms. In determining whether collection of subscription fees is reasonably assured, the Company considers financial and other information about customers, such as a customer's current credit-worthiness and payment history over time. Historically bad debt expenses have not been significant.

The Company enters into arrangements with multiple-deliverables that generally include multiple subscriptions and implementation services.

For multiple-deliverable arrangements, arrangement consideration is allocated to deliverables based on their relative selling price. In order to treat deliverables in a multiple-deliverable arrangement as separate units of accounting, the deliverables must have standalone value upon delivery. If the deliverables have standalone value upon delivery, each deliverable must be accounted for separately. The Company's subscription services have standalone value as such services are often sold separately. In determining whether implementation services have standalone value apart from the subscription services, the Company considers various factors including the availability of the services from other vendors. To date, the Company has concluded that the implementation services included in multiple-deliverable arrangements do not have standalone value. As a result, when implementation services are sold in a multiple-deliverable arrangement, the Company defers any arrangement fees for implementation services and recognizes such amounts ratably over the period of performance for the initial agreement term.

When multiple-deliverables included in an arrangement 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 selling price for a deliverable is based on its vendor-specific objective evidence of selling price, or VSOE, if available, third-party evidence of selling price, or TPE, if VSOE is not available or best estimate of selling price, or BESP, if neither VSOE nor TPE is available. The Company has not established VSOE for its subscription services due to lack of pricing consistency, the introduction of new services and other factors. The Company has determined that TPE is not a practical alternative due to differences in its service offerings compared to other parties and the availability of relevant third-party pricing information. Accordingly, the Company uses BESP to determine the relative selling price. The amount of revenue allocated to delivered items is limited by contingent revenues.

The Company determined BESP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the Company's discounting practices, the size and volume of its transactions, customer characteristics, price lists, go-to-market strategy, historical standalone sales and agreement prices. As the Company's go-to-market strategies evolve, it may modify its pricing practices in the future, which could result in changes in relative selling prices, and include both VSOE and BESP.

Subscription Fee Revenues

The Company's solutions are available as hosted solutions under subscription fee agreements without licensing perpetual rights to the software. Subscription fees from a hosted solution are recognized monthly over the customer agreement term beginning on the date the Company's solution is made available to the customer. Additional fees for monthly usage above the levels included in the standard subscription fee, which include fees for transactions processed during the period, are recognized as revenue in the month when the usage amounts are determined and reported. Any revenues related to upfront implementation services are recognized ratably over the same customer agreement term. Amounts that have been invoiced are recorded in accounts receivable and deferred revenues or revenues, depending on whether the revenue recognition criteria have been met.

Professional Services Revenues

When professional services are not combined with subscription services or term licenses as a single unit of accounting, these professional services revenues are recognized as the services are performed. Revenues from professional services not combined with subscription services were not significant in the periods presented.

Certain out-of-pocket expenses billed to customers are recorded as revenues rather than an offset to the related expense. Revenues recorded from out-of-pocket expense reimbursements totaled approximately $0.2 million and $0.1 million during the three months ended September 30, 2014 and 2013, respectively, and were $0.5 million and $0.3 million for the nine months ended September 30, 2014 and 2013, respectively. The out-of-pocket expenses are reported in cost of revenues.

Term Licenses and Maintenance Revenues

A small portion of the Company's customers host and manage the Company's solutions on-premises or in third-party data centers under term license and maintenance agreements. Term licenses sold with maintenance, which entitles the customer to technical support and upgrades and updates to the software made available on a when-and-if-available basis, are accounted for under Accounting Standards Codification 985-605, "Software Revenue Recognition." The Company does not have VSOE of fair value for the maintenance and professional services so the entire arrangement consideration is recognized monthly over the term of the software license when all of the other revenue recognition criteria have been met. Revenues from term licenses and maintenance agreements were not significant in the periods presented.

Cost of Revenues

Cost of revenues is comprised primarily of salaries and other personnel-related costs, including employee benefits, bonuses and stock-based compensation, for employees providing services to the Company's customers. Costs associated with these services include the costs of the Company's implementation, customer support, data center and customer training personnel as well as reclassification of certain research and development expenses related to research and development personnel who perform services related to implementation and customer support. Cost of revenues also includes the direct costs of bill-pay and other third-party intellectual property included in the Company's solutions, the amortization of deferred solution and services costs, co-location facility costs and depreciation of the Company's data center assets, an allocation of general overhead costs and referral fees. Direct costs of third-party intellectual property include amounts paid for third-party licenses and related maintenance that are incorporated into the Company's software, with the costs amortized to cost of revenues over the useful lives of the purchased assets.

The amount of research and development expenses allocated to cost of revenues was $0.5 million and $0.4 million for the three months ended September 30, 2014 and 2013, respectively, and was $1.3 million and $1.2 million for the nine months ended September 30, 2014 and 2013, respectively.

The Company capitalizes certain personnel costs directly related to the implementation of its solutions to the extent those costs are considered to be recoverable from future revenues. The Company amortizes the costs for a particular implementation once revenue recognition commences, and the Company amortizes those implementation costs over the remaining term of the customer agreement. Other costs not directly recoverable from future revenues are expensed in the period incurred. The Company capitalized implementation costs in the amount of $1.2 million and $0.9 million during the three months ended September 30, 2014 and 2013, respectively, and $3.0 million and $2.6 million during the nine months ended September 30, 2014 and 2013, respectively.

Software Development Costs

Software development costs include salaries and other personnel-related costs, including employee benefits, bonuses and stock-based compensation, attributed to programmers, software engineers and quality control teams working on the Company's solutions. Costs related to software development incurred between reaching technological feasibility and the point at which the software solution is ready for general release have been insignificant through September 30, 2014, and accordingly all of the Company's software development costs have been expensed as incurred as research and development.

Research and Development Costs

Research and development costs include salaries and other personnel-related costs, including employee benefits, bonuses and stock-based compensation, third-party contractor expenses, software development tools, an allocation of facilities and depreciation expenses and other related expenses incurred in developing new solutions and upgrading and enhancing existing solutions. Research and development costs are expensed as incurred.

Advertising

All advertising costs of the Company are expensed the first time the advertising takes place. Advertising costs were $0.1 million for each of the three months ended September 30, 2014 and 2013, and were $0.4 million and $0.1 million for the nine months ended September 30, 2014 and 2013, respectively.

Sales Tax

The Company presents sales taxes and other taxes collected from customers and remitted to governmental authorities on a net basis and, as such, excludes them from revenues.

Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in stockholders' equity that result from transactions and economic events other than those with stockholders. Other comprehensive loss consists of net loss and unrealized gains and losses on investments.

Stock-Based Compensation

Stock options awarded to employees, directors and consultants are measured at fair value at each grant date. The Company recognizes compensation expense ratably over the requisite service period of the option award. Generally, options vest 25% on the one-year anniversary of the grant date with the balance vesting monthly over the following 36 months.

The Company values stock options using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including the risk-free interest rate, expected life, expected stock price volatility and dividend yield. The risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the expected term of the Company's employee stock options. The expected life represents the period of time the stock options are expected to be outstanding and is based on the simplified method. Under the simplified method, the expected life of an option is presumed to be the mid-point between the vesting date and end of the contractual term. The Company used the simplified method due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the stock options. Expected volatility is based on historical volatilities for publicly traded stock of comparable companies over the estimated expected life of the stock options. The Company assumed no dividend yield because it does not expect to pay dividends in the near future, which is consistent with the Company's history of not paying dividends.

Income Taxes

Deferred income taxes are provided for the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss carryforwards and credits using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that deferred tax assets will be realized and recognizes a valuation allowance if it is more likely than not that some portion of the deferred tax assets will not be realized. This assessment requires judgment as to the likelihood and amounts of future taxable income by tax jurisdiction. To date, the Company has provided a full valuation allowance against its deferred tax assets as it believes the objective and verifiable evidence of its historical pretax net losses outweighs any positive evidence of its forecasted future results. Although the Company believes that its tax estimates are reasonable, the ultimate tax determination involves significant judgment that is subject to audit by tax authorities in the ordinary course of business. The Company will continue to monitor the positive and negative evidence, and it will adjust the valuation allowance as sufficient objective positive evidence becomes available.

The Company evaluates its uncertain tax positions based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized. Potential interest and penalties associated with any uncertain tax positions are recorded as a component of income tax expense. Through September 30, 2014, the Company has not identified any material uncertain tax positions for which liabilities would be required to be recorded.

Basic and Diluted Net Loss per Common Share

The Company uses the two-class method to compute net loss per common share because the Company has issued securities, other than common stock, that contractually entitle the holders to participate in dividends and earnings of the Company. The two-class method requires earnings for the period to be allocated between common stock and participating securities based upon their respective rights to receive distributed and undistributed earnings. Holders of the Company's Series A, B and C preferred stock are entitled, on a pari passu basis, to receive dividends when, as and if declared by the board of directors, prior and in preference to any declaration or payment of any dividend on the common stock or junior convertible preferred stock until such time as the total dividends paid on each share of Series A, B and C preferred stock is equal to the original issue price of the shares. Holders of junior convertible preferred stock are entitled to receive a pro rata share of any dividend declared, based on the number of shares of common and preferred stock outstanding. As a result, all series of the Company's preferred stock are considered participating securities.

Under the two-class method, for periods with net income, basic net income per common share is computed by dividing the net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Net income attributable to common stockholders is computed by subtracting from net income the portion of current year earnings that the participating securities would have been entitled to receive pursuant to their dividend rights had all of the year's earnings been distributed. No such adjustment to earnings is made during periods with a net loss, as the holders of the participating securities have no obligation to fund losses. Diluted net loss per common share is computed under the two-class method by using the weighted-average number of shares of common stock outstanding plus, for periods with net income attributable to common stockholders, the potential dilutive effects of stock options and warrants. In addition, the Company analyzes the potential dilutive effect of the outstanding participating securities under the if-converted method when calculating diluted earnings per share, in which it is assumed that the outstanding participating securities convert into common stock at the beginning of the period. The Company reports the more dilutive of the approaches as its diluted net income per share during the period. Due to net losses for each of the three and nine months ended September 30, 2014 and 2013, basic and diluted net loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive.
The following table sets forth the computations of loss per share for the periods listed:
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2014
 
2013
 
2014
 
2013
Numerators:
 
 
 
 
 
 
 
 
Loss from continuing operations attributable to common stockholders
 
$
(4,625
)
 
$
(5,179
)
 
$
(14,874
)
 
$
(11,177
)
Loss from discontinued operations attributable to common stockholders
 

 

 

 
(199
)
Net loss attributable to common stockholders
 
$
(4,625
)
 
$
(5,179
)
 
$
(14,874
)
 
$
(11,376
)
Denominator:
 
 
 
 
 
 
 
 
Weighted-average common shares outstanding, basic and diluted
 
34,171

 
12,045

 
27,522

 
11,794

 
 
 
 
 
 
 
 
 
Loss from continuing operations per share, basic and diluted
 
$
(0.14
)
 
$
(0.43
)
 
$
(0.54
)
 
$
(0.95
)
Loss from discontinued operations per share, basic and diluted
 
$

 
$

 
$

 
$
(0.01
)
Net loss per common share, basic and diluted
 
$
(0.14
)
 
$
(0.43
)
 
$
(0.54
)
 
$
(0.96
)

Due to net losses for each of the three and nine months ended September 30, 2014 and 2013, basic and diluted loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive. The following table sets forth the anti-dilutive common share equivalents for the periods listed:
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2014
 
2013
 
2014
 
2013
Redeemable convertible preferred stock:
 
 
 
 
 
 
 
 
Series A preferred stock
 

 
7,908

 

 
7,908

Series B preferred stock
 

 
1,818

 

 
1,818

Series C preferred stock
 

 
2,605

 

 
2,042

Junior preferred stock
 

 
1,251

 

 
1,251

Stock options
 
6,551

 
5,361

 
6,551

 
5,361

Total anti-dilutive common share equivalents
 
6,551

 
18,943

 
6,551

 
18,380


Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), or ASU 2014-09, which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled to when products are transferred to customers. ASU 2014-09 will be effective for the Company beginning in its first quarter of 2017. Early adoption is not permitted. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently evaluating the impact of adopting the new revenue standard on its condensed consolidated financial statements.

Subsequent Events

The Company has evaluated subsequent events through the date of filing this Form 10-Q.
Cash, Cash Equivalents and Investments
Cash, Cash Equivalents and Investments
Cash, Cash Equivalents and Investments

The Company's cash, cash equivalents and investments as of September 30, 2014 and as of December 31, 2013 consisted primarily of cash, U.S. government agency bonds, corporate bonds, commercial paper, certificates of deposits and money market funds.
The Company classifies investments as available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. All investments are recorded at estimated fair value. Unrealized gains and losses on available-for-sale investments are included in accumulated other comprehensive loss, a component of stockholders' equity. The Company evaluates its investments to assess whether those with unrealized loss positions are other than temporarily impaired. The Company considers impairments to be other than temporary if they are related to deterioration in credit risk or if it is likely the Company will sell the investments before the recovery of their cost basis. Realized gains and losses and declines in value judged to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net, in the condensed consolidated statements of operations and comprehensive loss. Interest, amortization of premiums, and accretion of discount on all investments classified as available-for-sale are also included as a component of other income (expense), net, in the condensed consolidated statements of operations and comprehensive loss.

A summary of the Company's cash, cash equivalents and investments as of September 30, 2014 is as follows:
Cash and Cash Equivalents:
 
Amortized Cost
 
Unrealized Gains
 
Unrealized Losses
 
Fair Value
Cash
 
$
50,126

 
$

 
$

 
$
50,126

Money market funds
 
20,529

 

 

 
20,529

Certificates of deposits
 
1,685

 

 

 
1,685

 
 
$
72,340

 
$

 
$

 
$
72,340

 
 
 
 
 
 
 
 
 
Investments:
 
Amortized Cost
 
Unrealized Gains
 
Unrealized Losses
 
Fair Value
U.S. government agency bonds
 
$
7,002

 
$

 
$
(9
)
 
$
6,993

Corporate bonds and commercial paper
 
6,201

 

 
(11
)
 
6,190

Certificates of deposit
 
4,845

 

 

 
4,845

 
 
$
18,048

 
$

 
$
(20
)
 
$
18,028


A summary of the Company's cash and cash equivalents as of December 31, 2013 is as follows:
 
 
Amortized Cost
 
Unrealized Gains
 
Unrealized Losses
 
Fair Value
Cash
 
$
18,675

 
$

 
$

 
$
18,675

 
 
$
18,675

 
$

 
$

 
$
18,675



The Company may sell its investments at any time, without significant penalty, for use in current operations or for other purposes, even if they have not yet reached maturity. As a result, the Company classifies its investments, including investments with maturities beyond 12 months as current assets in the accompanying condensed consolidated balance sheets.

The following table summarizes the estimated fair value of the Company's investments, designated as available-for-sale and classified by the contractual maturity date of the investments as of the dates shown:

 
 
September 30, 2014
 
December 31, 2013
Due within one year or less
 
$
4,926

 
$

Due after one year through five years
 
13,102

 

Total
 
$
18,028

 
$




The Company has certain available-for-sale investments in a gross unrealized loss position, all of which have been in such position for less than 12 months. The Company reviews its debt securities classified as short-term investments on a regular basis to evaluate whether or not any security has experienced an other than temporary decline in fair value. The Company considers factors such as the length of time and extent to which the market value has been less than the cost, the financial position and near-term prospects of the issuer and its intent to sell, or whether it is more likely than not the Company will be required to sell the investment before recovery of the investment's amortized-cost basis. If the Company determines that an other than temporary decline exists in one of these investments, the respective investment would be written down to fair value. For debt securities, the portion of the write-down related to credit loss would be recognized to other income, net in the condensed consolidated statements of operations and comprehensive loss. Any portion not related to credit loss would be included in accumulated other comprehensive loss. Because the Company does not intend to sell any investments which have an unrealized loss position at this time, and it is not more likely than not that the Company will be required to sell the investment before recovery of its amortized cost basis, which may be maturity, the Company does not consider the investments with unrealized loss positions to be other than temporarily impaired as of September 30, 2014.
The following table shows the fair values and the gross unrealized losses of these available-for-sale investments aggregated by investment category as of as of September 30, 2014:
 
 
 
Fair Value
 
Gross Unrealized Loss
U.S. government agency bonds
 
$
6,993

 
$
(9
)
Corporate bonds and commercial paper
 
6,190

 
(11
)
Total
 
$
13,183

 
$
(20
)


The Company did not have any available-for-sale investments as of December 31, 2013.
Fair Value Measurements
Fair Value Measurements
Fair Value Measurements

The carrying values of the Company's financial instruments, principally cash equivalents, accounts receivable, restricted cash and accounts payable, approximated their fair values due to the short period of time to maturity or repayment. The carrying values of the Company's debt instruments approximated their fair value based on rates currently available to the Company.

Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The current accounting guidance for fair value measurements defines a three-level valuation hierarchy for disclosures as follows:

Level I—Unadjusted quoted prices in active markets for identical assets or liabilities;

Level II—Inputs other than quoted prices included within Level I that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data; and

Level III—Unobservable inputs that are supported by little or no market activity, which requires the Company to develop its own assumptions.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following table details the fair value hierarchy of the Company's financial assets measured at fair value on a recurring basis as of September 30, 2014:

 
 
 
 
Fair Value Measurements Using:
Cash Equivalents:
 
Fair Value
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Money market funds
 
$
20,529

 
$
20,529

 
$

 
$

Certificates of deposits
 
1,685

 

 
1,685

 

 
 
$
22,214

 
$
20,529

 
$
1,685

 
$

 
 
 
 
 
 
 
 
 
Investments:
 
Fair Value
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
U.S. government agency bonds
 
$
6,993

 
$

 
$
6,993

 
$

Corporate bonds and commercial paper
 
6,190

 

 
6,190

 

Certificates of deposit
 
4,845

 

 
4,845

 

 
 
$
18,028

 
$

 
$
18,028

 
$



All Company assets with fair values measured on a recurring basis, which consists only of cash and cash equivalents, as of December 31, 2013, were classified as Level 1 assets.

The Company determines the fair value of its investment holdings based on pricing from our pricing vendors. The valuation techniques used to measure the fair value of financial instruments having Level 2 inputs were derived from non-binding consensus prices that are corroborated by observable market data or quoted market prices for similar instruments. Such market prices may be quoted prices in active markets for identical assets (Level 1 inputs) or pricing determined using inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs).
Debt
Debt
Debt

In September 2008, the Company entered into a loan and security agreement with a financial institution to provide a line of credit and term loan facility. The loan and security agreement was amended periodically as the Company's operations grew, most recently in May 2012 when the line of credit was increased from $7.0 million to $10.0 million. Amounts borrowed under the line of credit which were deemed an accounts receivable advance accrued interest at an annual rate equal to the greater of the financial institution's prime rate plus 1.50%, or 5.50%. Amounts borrowed under the line of credit which were deemed a contract revenue advance accrued interest at an annual rate equal to the greater of the financial institution's prime rate plus 2.25%, or 6.25%. From January 1, 2013 through the April 2013 termination of the loan and security agreement, the Company paid interest of 5.50% on borrowings deemed accounts receivable advances, and made no borrowings deemed to be contract revenue advances. In April 2013 the Company entered into a new credit agreement with another financial institution at which time the Company paid and terminated this loan and security agreement.

In April 2013 the Company entered into a secured credit facility agreement, or Credit Facility, with Wells Fargo Bank, National Association, or Wells Fargo, which the Company and Wells Fargo subsequently amended on March 24, 2014 and again on August 11, 2014. The Credit Facility, as amended, provides for a line of credit of up to $25.0 million, with an accordion feature, or Accordion Feature, allowing the Company to increase its maximum borrowings by up to an additional $25.0 million, subject to certain conditions and limitations, including that borrowings at any time shall be limited to 75% of the Company's trailing twelve-month recurring revenues. Access to the total borrowings available under the Credit Facility is restricted based on covenants related to the Company's minimum liquidity and adjusted EBITDA. Amounts borrowed under the Credit Facility accrue interest, at the Company's election at either: (i) the per annum rate equal to the LIBOR rate plus an applicable margin; or (ii) the current base rate plus the greater of the U.S. Federal Funds rate plus one percentage point, the one-month LIBOR plus one percentage point, or the lending financial institution's prime rate. The Company pays a monthly fee based on the total unused borrowings balance, an annual administrative fee and the initial closing fee, which is paid in three equal annual installments over the first three years of the Credit Facility. The Accordion Feature expires in October 2016, at which time maximum borrowings under the Facility are reduced to $25.0 million, and the Credit Facility matures in April 2017, at which time any outstanding borrowings and accrued interest become payable. In April 2013, the Company drew an advance on the Credit Facility of $2.5 million to pay off its existing loan and security agreement with another institution. In June 2013, the Company drew an advance on the Credit Facility of $3.9 million to fund capital expenditures and secured a letter of credit for the benefit of the landlord of its new corporate headquarters in the amount of $3.0 million. On February 26, 2014, the Company drew an advance of $12.5 million on the Credit Facility, which was subsequently repaid in full on March 17, 2014.

On March 24, 2014, the Company entered into Amendment Number One to the Credit Facility in connection with, and effective upon, the closing of the Company's initial public offering of shares of its common stock, or IPO, which occurred on March 25, 2014. The amendment primarily modified the definition of "Change of Control" in the Credit Facility. On April 22, 2014, the Company paid $4.2 million on the Credit Facility.
On August 11, 2014, the Company entered into Amendment Number Two to the Credit Facility, which modified the Credit Facility to add the Accordion Feature and modified or eliminated certain of the Company's financial covenants and fees it owes under the Credit Facility. On September 5, 2014, the Company paid $2.0 million on the Credit Facility.
As of September 30, 2014, the Company had borrowings of less than $0.1 million and a secured letter of credit of $3.0 million against the Credit Facility, leaving an available balance of approximately $22.0 million, and the interest rate applicable to the Credit Facility was 4.7%. The Credit Facility is collateralized by substantially all of the Company's assets and requires that the Company maintain certain financial covenants as provided in the Credit Facility. The Company was in compliance with all financial covenants as of September 30, 2014.
Commitments and Contingencies
Commitments and Contingencies
Commitments and Contingencies
Operating and Capital Lease Commitments
The Company leases office space for its corporate headquarters in Austin, Texas under a non-cancelable operating lease that expires in April 2021 and a regional sales office in Atlanta, Georgia under a non-cancelable operating lease that expires in January 2016. In addition, the Company leases office space for its previous corporate headquarters in Austin, Texas under a non-cancelable operating lease that expires in March 2015. All of the rentable space covered by this lease has been sublet to a tenant for substantially all of the remainder of the lease. Rent expense under operating leases was $0.3 million for each of the three months ended September 30, 2014 and 2013 and was $0.8 million and $1.1 million for the nine months ended September 30, 2014 and 2013, respectively. In 2013, the Company moved to its current headquarters. As a result, the Company vacated its former leased headquarters and recorded an estimated unoccupied lease charge of $0.2 million for the remaining contractual lease payments less estimated sublease income.
New Facilities Lease
On July 18, 2014, the Company entered into an office lease agreement, or the Lease, with CREF Aspen Lake Building II, LLC to lease approximately 70,000 rentable square feet, or the Premises, of an office building to be located immediately adjacent to the Company's current headquarters in order to expand the Company's headquarters. The Lease provides for phased commencement dates, with commencement of the first phase covering 55,000 rentable square feet anticipated to occur on November 1, 2015, or the Initial Commencement Date, with the remaining space becoming available nine months thereafter. The actual commencement dates are subject to timely completion of the construction of the Premises. The term of the Lease commences on the Initial Commencement Date and runs 124 months, with a five year renewal option, and the rent obligations under the Lease begin with rents of $98 per month, which escalate over the course of the Lease to $160 per month in the final four months of the Lease's term.
The Company has entered into various capital lease arrangements to obtain property and equipment for its data center and corporate operations. These agreements expire over various terms from September 2014 through May 2017 and the leases are secured by the underlying leased property and equipment.

Future minimum payments required under capital and operating leases that have initial or remaining non-cancelable lease terms in excess of one year at September 30, 2014 were as follows:

 
 
Capital Leases
 
Operating Leases
Year Ended December 31,
 
 
 
 
2014 (from October 1 to December 31)
 
$
143

 
$
504

2015
 
418

 
2,054

2016
 
164

 
3,023

2017
 
4

 
3,289

2018
 

 
3,371

Thereafter
 

 
16,899

Total minimum lease payments
 
729

 
$
29,140

Less: imputed interest
 
(17
)
 
 
Less: current portion
 
(453
)
 
 
Capital lease obligations, net of current portion
 
$
259

 
 


Contractual Commitments
The Company has non-cancelable contractual commitments related to third-party products, co-location fees and other product costs. Future minimum contractual commitments that have initial or remaining non-cancelable terms in excess of one year were as follows:
 
 
Contractual Commitments
Year Ended December 31,
 
 
2014 (from October 1 to December 31)
 
$
1,340

2015
 
4,814

2016
 
4,188

2017
 
2,608

2018
 
2,019

Thereafter
 
2,955

Total commitments
 
$
17,924


Legal Proceedings
From time to time, the Company may become involved in legal proceedings arising in the ordinary course of its business. The Company is not presently a party to any legal proceedings that, if determined adversely to the Company, would have a material adverse effect on the Company.
Stockholders' Equity
Stockholders' Equity
Stockholder's Equity
Initial Public Offering

On March 25, 2014, the Company completed its IPO of 7,761 shares of common stock at $13.00 per share. The total shares sold in the IPO included 1,511 shares sold by selling stockholders. After deducting the payment of underwriters' discounts and commissions and offering costs, the net proceeds to the Company from the sale of shares in the offering were approximately $72.6 million.

Underwriter's Exercise Of Option to Purchase Additional Shares

On April 2, 2014, pursuant to the terms of the Company's IPO, which occurred on March 25, 2014, the underwriters exercised their option to purchase an additional 1,164 shares to cover over-allotments. After deducting the payment of underwriters' discounts and commissions and offering costs, the Company received net proceeds from the sale of shares totaling approximately $13.7 million.

Conversion of Redeemable Common and Preferred Stock

Immediately prior to the closing of the IPO, which occurred on March 25, 2014, each share of the Company's outstanding preferred, junior preferred and redeemable common stock was converted into one share of undesignated common stock. The following table presents the conversion of all classes of stock on March 25, 2014:
 
 
Prior to Conversion
 
Subsequent to Conversion
Convertible preferred stock
 
 
 
 
       Series A
 
7,908

 

       Series B
 
1,818

 

       Series C
 
2,605

 

Redeemable common stock
 
3,829

 

Junior preferred stock
 
1,251

 

Undesignated common stock
 

 
17,412

Stock-Based Compensation
Stock-Based Compensation
Stock-Based Compensation
In March 2014, the Company's board of directors approved the 2014 Equity Incentive Plan, or 2014 Plan, under which stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units and other cash-based or stock-based awards may be granted to employees, consultants and directors. Shares of common stock that are issued and available for issuance under the 2014 Plan consist of authorized, but unissued or reacquired shares of common stock or any combination thereof.
A total of 1,850 shares of the Company's common stock was initially authorized and reserved for issuance under the 2014 Plan. This reserve will automatically increase on January 1, 2015 and each subsequent anniversary through 2024, by an amount equal to the smaller of (a) 4.5% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by the Company's board of directors. This reserve is automatically increased to include any outstanding shares under the Company's 2007 Stock Plan, or 2007 Plan, at the time of its termination or issuable upon expiration or termination of options granted under the Company's 2007 Plan that expire or terminate without having been exercised in full. Pursuant to the terms of the 2014 Plan, 107 shares available for future issuance under the 2007 Plan were transferred to the 2014 Plan, providing a total of 1,957 shares of common stock allocated for issuance under the 2014 Plan. In addition, 40 shares have been returned to the 2014 Plan as a result of termination of options that expired or terminated without having been exercised under the previously terminated 2007 Plan, resulting in a total of 1,997 shares available for issuance under the 2014 Plan. As of September 30, 2014, options to purchase a total of 505 shares of common stock have been granted under the 2014 Plan, 4 shares have been returned to the 2014 Plan as a result of termination of options that expired or terminated without having been exercised, and 1,496 shares of common stock remain available for future issuance under the 2014 Plan.
In July 2007, the Company adopted the 2007 Plan under which options or stock purchase rights may be granted to employees, consultants and directors. In February 2014, the board of directors, under the authority granted to it by the 2007 Plan, increased the number of shares available to be granted under the plan by 1,400 shares, and as of September 30, 2014, a total of 9,182 shares of common stock were allocated for issuance under the plan. Upon the completion of the Company's IPO in March 2014, the board of directors terminated the 2007 Plan in connection with the IPO and pursuant to the terms of the 2014 Plan, 107 shares that were available for future issuance under the 2007 Plan at such time were transferred to the 2014 Plan. No shares remain available for future issuance of awards under the 2007 Plan. The 2007 Plan will continue to govern the terms and conditions of all outstanding equity awards granted under the 2007 Plan. Shares of common stock that are issued and were available for issuance under the 2007 Plan consist of authorized, but unissued or reacquired shares of common stock or any combination thereof.
The following summarizes the assumptions used for estimating the fair value of stock options granted during the periods indicated:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2014
 
2013
 
2014
 
2013
Risk-free interest rate
 
1.6%
 
1.3%
 
1.2 - 2.0%
 
0.7 - 1.3%
Expected life (in years)
 
4.8
 
4.8
 
3.8 - 6.3
 
4.8
Expected volatility
 
46.5%
 
46.8%
 
45.1 - 46.8%
 
46.8 - 49.4%
Dividend yield
 
 
 
 
Weighted-average grant date fair value per share          
 
$6.20
 
$3.17
 
$5.55
 
$3.09


Stock option activity during the nine months ended September 30, 2014 was as follows:
 
 
Number of
Options
 
Weighted
Average
Exercise Price
Balance as of January 1, 2014
 
5,422

 
$
2.76

Granted
 
2,258

 
9.80

Exercised
 
(1,081
)
 
0.97

Forfeited
 
(48
)
 
7.22

Balance as of September 30, 2014
 
6,551

 
$
5.45



The summary of stock options outstanding as of September 30, 2014 is as follows:
 
 
Options Outstanding
 
Options Exercisable
Range of Exercise Prices
 
Number of
Options
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual Life
(in years)
 
Number of
Options
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual Life
(in years)
$0.29 - $0.35
 
1,135

 
$
0.32

 
3.4
 
1,135

 
$
0.32

 
3.4

$0.54 - $0.84
 
592

 
0.74

 
5.3
 
586

 
0.74

 
5.3

$1.74 - $3.10
 
1,181

 
2.80

 
7.1
 
884

 
2.73

 
7.1

$4.00 - $7.82
 
1,406

 
6.88

 
5.9
 
477

 
6.20

 
5.9

$8.35
 
1,737

 
8.35

 
6.3
 

 

 

$13.00 - $15.50
 
500

 
14.82

 
6.8
 
14

 
13.00

 
6.5

 
 
6,551

 
$
5.45

 
5.8
 
3,096

 
$
2.05

 
5.2


The aggregate intrinsic value of stock options exercised during each of the three months ended September 30, 2014 and 2013 was $1.4 million and less than $0.1 million, respectively. The aggregate intrinsic value of stock options exercised during each of the nine months ended September 30, 2014 and 2013 was $9.1 million and $4.4 million, respectively. The total fair value of stock options vested during each of the three months ended September 30, 2014 and 2013 was $0.5 million and $0.5 million, respectively. The total fair value of stock options vested during each of the nine months ended September 30, 2014 and 2013 was $1.3 million and $1.1 million, respectively. As of September 30, 2014, total unrecognized stock-based compensation expense, adjusted for estimated forfeitures, related to stock options was $14.5 million, which the Company expects to recognize over the next 3.2 years.
Income Taxes
Income Taxes
Income Taxes
In accordance with applicable accounting guidance, the income tax provision for the three and nine month periods ended September 30, 2014 is based on the estimated annual effective tax rate for fiscal year 2014. The estimated effective tax rate may be subject to adjustment in subsequent quarterly periods as the estimates of pretax income for the year, along with other items that may affect the rate, change.

For each of the three and nine month periods ended September 30, 2014, the Company's provision for income taxes reflected an effective tax rate of approximately 0.3%, and for each of the three and nine month periods ended September 30, 2013 the Company's provision for income taxes reflected an effective tax rate of approximately 0.3%. For the three and nine months ended September 30, 2014 and 2013, the Company's effective tax rate was lower than the U.S. federal statutory rate primarily due to changes to its valuation allowance.

The Company has significant deferred tax assets related to its net operating loss carryforwards and tax credits and has provided a valuation allowance for the full amount of its deferred tax assets, as it is not more likely than not that any future benefit from deductible temporary differences, net operating loss carryforwards, and tax credit carryforwards will be realized. This assessment requires judgment as to the likelihood and amounts of future taxable income by tax jurisdiction.

To date, the Company has provided a full valuation allowance against its deferred tax assets as it believes the objective and verifiable evidence of its historical pretax net losses outweighs any positive evidence of its forecasted future results. Although the Company believes that its tax estimates are reasonable, the ultimate tax determination involves significant judgment that is subject to audit by tax authorities in the ordinary course of business. The Company will continue to monitor the positive and negative evidence, and it will adjust the valuation allowance as sufficient objective positive evidence becomes available.

The Company had no unrecognized tax benefits as of September 30, 2014. The Company's tax years 2010 through 2013 remain open to examination by the major taxing jurisdictions to which the Company is subject. However, the Company is not currently under examination by any taxing jurisdiction.
Discontinued Operations
Discontinued Operations
Discontinued Operations
On March 1, 2013, the Company distributed all of the shares of a subsidiary to the Company's stockholders in a spin-off. However, since all shares of the subsidiary were distributed in 2013, the Company's condensed consolidated statements of operations and comprehensive loss and statements of cash flows have been presented to show the discontinued operations of the subsidiary separately from continuing operations for all periods presented. Since the transaction was between entities under common control, the distribution of the shares of the subsidiary did not result in a gain or loss on distribution as it was recorded at historical carrying values.
Summary of Significant Accounting Policies (Policies)
As used in this report, the terms "we," "us," or "our" refer to Q2 Holdings, Inc. and its wholly-owned subsidiary. These interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP, and Securities and Exchange Commission, or SEC, requirements for interim financial statements. The interim unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.
In the Company's opinion, the accompanying interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments necessary for a fair presentation. Certain information and disclosures normally included in the notes to the annual consolidated financial statements prepared in accordance with GAAP have been omitted from these interim unaudited condensed consolidated financial statements pursuant to the rules and regulations of the SEC. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the accompanying notes for the fiscal year ended December 31, 2013, which are included in the Company's prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, or the Securities Act, with the SEC on March 20, 2014. The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014 or for any other period.

Use of Estimates

The preparation of the accompanying interim unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the interim unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses. Significant items subject to such estimates include stock-based compensation, the useful lives of property and equipment and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ significantly from those estimates.
Cash and Cash Equivalents

The Company considers all highly liquid investments acquired with an original maturity of ninety days or less at the date of purchase to be cash equivalents. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments.
Restricted Cash

Restricted cash consists of deposits held in money market accounts for leased office space.
Investments

Investments consists of primarily of U.S. government agency bonds, corporate bonds, commercial paper, certificates of deposits and money market funds. All investments are carried at fair value.
Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, restricted cash and accounts receivable. The Company's cash and cash equivalents and restricted cash are placed with high credit quality financial institutions and issuers, and at times may exceed federally-insured limits. The Company has not experienced any loss relating to cash and cash equivalents or restricted cash in these accounts. The Company provides credit, in the normal course of business, to a number of its customers. The Company performs periodic credit evaluations of its customers' financial condition and generally does not require collateral.
Accounts Receivable

Accounts receivable are stated at net realizable value, including both billed and unbilled receivables to customers. Unbilled receivable balances arise primarily when the Company earns revenues based on the number of registered users and the number of bill-pay and certain other transactions that registered users perform on the Company's virtual banking solutions in excess of the levels included in the Company's minimum subscription fee. Generally, billing for such revenues occurs one month in arrears.

The Company assesses the collectability of outstanding accounts receivable on an ongoing basis and maintains an allowance for doubtful accounts for accounts receivable deemed uncollectable. This allowance is recorded as a reduction against accounts receivable. As of September 30, 2014 and December 31, 2013, the Company did not provide for an allowance for doubtful accounts, as all amounts outstanding were deemed collectable. Historically, the Company's collection experience has not varied significantly, and bad debt expenses have been insignificant.

The Company maintains a reserve for estimated sales credits issued to customers for billing disputes or other service-related reasons. This allowance is recorded as a reduction against current period revenues and accounts receivable. In estimating this allowance, the Company analyzes prior periods to determine the amounts of sales credits issued to customers compared to the revenues in the period that related to the original customer invoice. This estimate is analyzed quarterly and adjusted as necessary.
Deferred Implementation Costs

The Company capitalizes certain personnel and other costs, such as employee salaries, benefits and the associated payroll taxes that are direct and incremental to the implementation of its solutions. The Company analyzes implementation costs that may be capitalized to assess their recoverability, and only capitalizes costs that it anticipates to be recoverable. The Company assesses the recoverability of its deferred implementation costs by comparing the greater of the amount of the non-cancellable portion of a customer's contract and the non-refundable customer prepayments received as it relates to the specific implementation costs incurred. The Company begins amortizing the deferred implementation costs for an implementation once the revenue recognition criteria have been met, and the Company amortizes those deferred implementation costs ratably over the remaining term of the customer agreement. The portion of deferred implementation costs expected to be amortized during the succeeding twelve-month period is recorded in current assets as deferred implementation costs, current portion, and the remainder is recorded in long-term assets as deferred implementation costs, net of current portion.

Deferred Solution and Other Costs

The Company capitalizes sales commissions and other third-party costs, such as third party licenses and maintenance related to its customer agreements. The Company capitalizes sales commissions because the commission charges are so closely related to the revenues from the non-cancellable customer agreements that they should be recorded as an asset and charged to expense over the same period that the related revenue is recognized. The Company begins amortizing deferred solution and other costs for a particular customer agreement once the revenue recognition criteria are met and amortizes those deferred costs over the remaining term of the customer agreement. The Company analyzes solution and other costs that may be capitalized to assess their recoverability and only capitalizes costs that it anticipates to be recoverable. The portion of capitalized costs expected to be amortized during the succeeding twelve-month period is recorded in current assets as deferred solution and other costs, current portion, and the remainder is recorded in long-term assets as deferred solution and other costs, net of current portion.
Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is calculated on a straight-line basis over the estimated useful lives of the related assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the related assets. Maintenance and repairs that do not extend the life of or improve an asset are expensed in the period incurred.

The estimated useful lives of property and equipment are as follows:
Computer hardware and equipment
 
3 - 5 years
Purchased software and licenses
 
3 - 5 years
Furniture and fixtures
 
7 years
Leasehold improvements
 
Lesser of estimated useful life or lease term
Deferred Revenues

Deferred revenues primarily consist of amounts that have been billed to or received from customers in advance of revenue recognition and prepayments received from customers in advance for implementation, maintenance and other services, as well as initial subscription fees. The Company recognizes deferred revenues as revenues when the services are performed and the corresponding revenue recognition criteria are met. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. Deferred revenues that are expected to be recognized as revenues during the succeeding twelve month period are recorded in current liabilities as deferred revenues, current portion and the remaining portion is recorded in long-term liabilities as deferred revenues, net of current portion.
Revenues

All revenue-generating activities are directly related to the sale, implementation and support of the Company's solutions within a single operating segment. The Company derives the substantial majority of its revenues from subscription fees for the use of its solutions hosted in the Company's data centers as well as revenues for implementation and customer support services related to the Company's solutions. A small portion of the Company's customers host the Company's solutions in their own data centers under term license and maintenance agreements, and the Company recognizes the corresponding revenues ratably over the term of those customer agreements.

Revenues are recognized net of sales credits and allowances. The Company begins to recognize revenues for a customer when all of the following criteria are satisfied:

there is persuasive evidence of an arrangement;

the service has been or is being provided to the customer;

the collection of the fees is reasonably assured; and

the amount of fees to be paid by the customer is fixed or determinable.

Determining whether and when these criteria have been met can require significant judgment and estimates. In general, revenue recognition commences when the Company's solutions are implemented and made available to the customers.

The Company's software solutions are available for use in hosted application arrangements under subscription fee agreements. Subscription fees from these applications, including related customer support, are recognized ratably over the customer agreement term beginning on the date the solution is made available to the customer. Amounts that have been invoiced are recorded in accounts receivable and deferred revenues or revenues, depending on whether the Company's revenue recognition criteria have been met.

The Company considers subscription fees to be fixed or determinable unless the fees are subject to refund or adjustment or are not payable within the Company's standard payment terms. In determining whether collection of subscription fees is reasonably assured, the Company considers financial and other information about customers, such as a customer's current credit-worthiness and payment history over time. Historically bad debt expenses have not been significant.

The Company enters into arrangements with multiple-deliverables that generally include multiple subscriptions and implementation services.

For multiple-deliverable arrangements, arrangement consideration is allocated to deliverables based on their relative selling price. In order to treat deliverables in a multiple-deliverable arrangement as separate units of accounting, the deliverables must have standalone value upon delivery. If the deliverables have standalone value upon delivery, each deliverable must be accounted for separately. The Company's subscription services have standalone value as such services are often sold separately. In determining whether implementation services have standalone value apart from the subscription services, the Company considers various factors including the availability of the services from other vendors. To date, the Company has concluded that the implementation services included in multiple-deliverable arrangements do not have standalone value. As a result, when implementation services are sold in a multiple-deliverable arrangement, the Company defers any arrangement fees for implementation services and recognizes such amounts ratably over the period of performance for the initial agreement term.

When multiple-deliverables included in an arrangement 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 selling price for a deliverable is based on its vendor-specific objective evidence of selling price, or VSOE, if available, third-party evidence of selling price, or TPE, if VSOE is not available or best estimate of selling price, or BESP, if neither VSOE nor TPE is available. The Company has not established VSOE for its subscription services due to lack of pricing consistency, the introduction of new services and other factors. The Company has determined that TPE is not a practical alternative due to differences in its service offerings compared to other parties and the availability of relevant third-party pricing information. Accordingly, the Company uses BESP to determine the relative selling price. The amount of revenue allocated to delivered items is limited by contingent revenues.

The Company determined BESP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the Company's discounting practices, the size and volume of its transactions, customer characteristics, price lists, go-to-market strategy, historical standalone sales and agreement prices. As the Company's go-to-market strategies evolve, it may modify its pricing practices in the future, which could result in changes in relative selling prices, and include both VSOE and BESP.

Subscription Fee Revenues

The Company's solutions are available as hosted solutions under subscription fee agreements without licensing perpetual rights to the software. Subscription fees from a hosted solution are recognized monthly over the customer agreement term beginning on the date the Company's solution is made available to the customer. Additional fees for monthly usage above the levels included in the standard subscription fee, which include fees for transactions processed during the period, are recognized as revenue in the month when the usage amounts are determined and reported. Any revenues related to upfront implementation services are recognized ratably over the same customer agreement term. Amounts that have been invoiced are recorded in accounts receivable and deferred revenues or revenues, depending on whether the revenue recognition criteria have been met.

Professional Services Revenues

When professional services are not combined with subscription services or term licenses as a single unit of accounting, these professional services revenues are recognized as the services are performed. Revenues from professional services not combined with subscription services were not significant in the periods presented.

Certain out-of-pocket expenses billed to customers are recorded as revenues rather than an offset to the related expense. Revenues recorded from out-of-pocket expense reimbursements totaled approximately $0.2 million and $0.1 million during the three months ended September 30, 2014 and 2013, respectively, and were $0.5 million and $0.3 million for the nine months ended September 30, 2014 and 2013, respectively. The out-of-pocket expenses are reported in cost of revenues.

Term Licenses and Maintenance Revenues

A small portion of the Company's customers host and manage the Company's solutions on-premises or in third-party data centers under term license and maintenance agreements. Term licenses sold with maintenance, which entitles the customer to technical support and upgrades and updates to the software made available on a when-and-if-available basis, are accounted for under Accounting Standards Codification 985-605, "Software Revenue Recognition." The Company does not have VSOE of fair value for the maintenance and professional services so the entire arrangement consideration is recognized monthly over the term of the software license when all of the other revenue recognition criteria have been met.
Cost of Revenues

Cost of revenues is comprised primarily of salaries and other personnel-related costs, including employee benefits, bonuses and stock-based compensation, for employees providing services to the Company's customers. Costs associated with these services include the costs of the Company's implementation, customer support, data center and customer training personnel as well as reclassification of certain research and development expenses related to research and development personnel who perform services related to implementation and customer support. Cost of revenues also includes the direct costs of bill-pay and other third-party intellectual property included in the Company's solutions, the amortization of deferred solution and services costs, co-location facility costs and depreciation of the Company's data center assets, an allocation of general overhead costs and referral fees. Direct costs of third-party intellectual property include amounts paid for third-party licenses and related maintenance that are incorporated into the Company's software, with the costs amortized to cost of revenues over the useful lives of the purchased assets.

The amount of research and development expenses allocated to cost of revenues was $0.5 million and $0.4 million for the three months ended September 30, 2014 and 2013, respectively, and was $1.3 million and $1.2 million for the nine months ended September 30, 2014 and 2013, respectively.

The Company capitalizes certain personnel costs directly related to the implementation of its solutions to the extent those costs are considered to be recoverable from future revenues. The Company amortizes the costs for a particular implementation once revenue recognition commences, and the Company amortizes those implementation costs over the remaining term of the customer agreement. Other costs not directly recoverable from future revenues are expensed in the period incurred.
Software Development Costs

Software development costs include salaries and other personnel-related costs, including employee benefits, bonuses and stock-based compensation, attributed to programmers, software engineers and quality control teams working on the Company's solutions. Costs related to software development incurred between reaching technological feasibility and the point at which the software solution is ready for general release have been insignificant through September 30, 2014, and accordingly all of the Company's software development costs have been expensed as incurred as research and development.
Research and Development Costs

Research and development costs include salaries and other personnel-related costs, including employee benefits, bonuses and stock-based compensation, third-party contractor expenses, software development tools, an allocation of facilities and depreciation expenses and other related expenses incurred in developing new solutions and upgrading and enhancing existing solutions. Research and development costs are expensed as incurred.

Advertising

All advertising costs of the Company are expensed the first time the advertising takes place.
Sales Tax

The Company presents sales taxes and other taxes collected from customers and remitted to governmental authorities on a net basis and, as such, excludes them from revenues.
Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in stockholders' equity that result from transactions and economic events other than those with stockholders. Other comprehensive loss consists of net loss and unrealized gains and losses on investments.
Stock-Based Compensation

Stock options awarded to employees, directors and consultants are measured at fair value at each grant date. The Company recognizes compensation expense ratably over the requisite service period of the option award. Generally, options vest 25% on the one-year anniversary of the grant date with the balance vesting monthly over the following 36 months.

The Company values stock options using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including the risk-free interest rate, expected life, expected stock price volatility and dividend yield. The risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the expected term of the Company's employee stock options. The expected life represents the period of time the stock options are expected to be outstanding and is based on the simplified method. Under the simplified method, the expected life of an option is presumed to be the mid-point between the vesting date and end of the contractual term. The Company used the simplified method due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the stock options. Expected volatility is based on historical volatilities for publicly traded stock of comparable companies over the estimated expected life of the stock options. The Company assumed no dividend yield because it does not expect to pay dividends in the near future, which is consistent with the Company's history of not paying dividends.
Income Taxes

Deferred income taxes are provided for the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss carryforwards and credits using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that deferred tax assets will be realized and recognizes a valuation allowance if it is more likely than not that some portion of the deferred tax assets will not be realized. This assessment requires judgment as to the likelihood and amounts of future taxable income by tax jurisdiction. To date, the Company has provided a full valuation allowance against its deferred tax assets as it believes the objective and verifiable evidence of its historical pretax net losses outweighs any positive evidence of its forecasted future results. Although the Company believes that its tax estimates are reasonable, the ultimate tax determination involves significant judgment that is subject to audit by tax authorities in the ordinary course of business. The Company will continue to monitor the positive and negative evidence, and it will adjust the valuation allowance as sufficient objective positive evidence becomes available.

The Company evaluates its uncertain tax positions based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized. Potential interest and penalties associated with any uncertain tax positions are recorded as a component of income tax expense. Through September 30, 2014, the Company has not identified any material uncertain tax positions for which liabilities would be required to be recorded.

Basic and Diluted Net Loss per Common Share

The Company uses the two-class method to compute net loss per common share because the Company has issued securities, other than common stock, that contractually entitle the holders to participate in dividends and earnings of the Company. The two-class method requires earnings for the period to be allocated between common stock and participating securities based upon their respective rights to receive distributed and undistributed earnings. Holders of the Company's Series A, B and C preferred stock are entitled, on a pari passu basis, to receive dividends when, as and if declared by the board of directors, prior and in preference to any declaration or payment of any dividend on the common stock or junior convertible preferred stock until such time as the total dividends paid on each share of Series A, B and C preferred stock is equal to the original issue price of the shares. Holders of junior convertible preferred stock are entitled to receive a pro rata share of any dividend declared, based on the number of shares of common and preferred stock outstanding. As a result, all series of the Company's preferred stock are considered participating securities.

Under the two-class method, for periods with net income, basic net income per common share is computed by dividing the net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Net income attributable to common stockholders is computed by subtracting from net income the portion of current year earnings that the participating securities would have been entitled to receive pursuant to their dividend rights had all of the year's earnings been distributed. No such adjustment to earnings is made during periods with a net loss, as the holders of the participating securities have no obligation to fund losses. Diluted net loss per common share is computed under the two-class method by using the weighted-average number of shares of common stock outstanding plus, for periods with net income attributable to common stockholders, the potential dilutive effects of stock options and warrants. In addition, the Company analyzes the potential dilutive effect of the outstanding participating securities under the if-converted method when calculating diluted earnings per share, in which it is assumed that the outstanding participating securities convert into common stock at the beginning of the period. The Company reports the more dilutive of the approaches as its diluted net income per share during the period.
Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), or ASU 2014-09, which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled to when products are transferred to customers. ASU 2014-09 will be effective for the Company beginning in its first quarter of 2017. Early adoption is not permitted. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently evaluating the impact of adopting the new revenue standard on its condensed consolidated financial statements.
Summary of Significant Accounting Policies (Tables)
The estimated useful lives of property and equipment are as follows:
Computer hardware and equipment
 
3 - 5 years
Purchased software and licenses
 
3 - 5 years
Furniture and fixtures
 
7 years
Leasehold improvements
 
Lesser of estimated useful life or lease term
The following table sets forth the computations of loss per share for the periods listed:
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2014
 
2013
 
2014
 
2013
Numerators:
 
 
 
 
 
 
 
 
Loss from continuing operations attributable to common stockholders
 
$
(4,625
)
 
$
(5,179
)
 
$
(14,874
)
 
$
(11,177
)
Loss from discontinued operations attributable to common stockholders
 

 

 

 
(199
)
Net loss attributable to common stockholders
 
$
(4,625
)
 
$
(5,179
)
 
$
(14,874
)
 
$
(11,376
)
Denominator:
 
 
 
 
 
 
 
 
Weighted-average common shares outstanding, basic and diluted
 
34,171

 
12,045

 
27,522

 
11,794

 
 
 
 
 
 
 
 
 
Loss from continuing operations per share, basic and diluted
 
$
(0.14
)
 
$
(0.43
)
 
$
(0.54
)
 
$
(0.95
)
Loss from discontinued operations per share, basic and diluted
 
$

 
$

 
$

 
$
(0.01
)
Net loss per common share, basic and diluted
 
$
(0.14
)
 
$
(0.43
)
 
$
(0.54
)
 
$
(0.96
)
The following table sets forth the anti-dilutive common share equivalents for the periods listed:
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2014
 
2013
 
2014
 
2013
Redeemable convertible preferred stock:
 
 
 
 
 
 
 
 
Series A preferred stock
 

 
7,908

 

 
7,908

Series B preferred stock
 

 
1,818

 

 
1,818

Series C preferred stock
 

 
2,605

 

 
2,042

Junior preferred stock
 

 
1,251

 

 
1,251

Stock options
 
6,551

 
5,361

 
6,551

 
5,361

Total anti-dilutive common share equivalents
 
6,551

 
18,943

 
6,551

 
18,380

Cash, Cash Equivalents and Investments (Tables)
A summary of the Company's cash, cash equivalents and investments as of September 30, 2014 is as follows:
Cash and Cash Equivalents:
 
Amortized Cost
 
Unrealized Gains
 
Unrealized Losses
 
Fair Value
Cash
 
$
50,126

 
$

 
$

 
$
50,126

Money market funds
 
20,529

 

 

 
20,529

Certificates of deposits
 
1,685

 

 

 
1,685

 
 
$
72,340

 
$

 
$

 
$
72,340

 
 
 
 
 
 
 
 
 
Investments:
 
Amortized Cost
 
Unrealized Gains
 
Unrealized Losses
 
Fair Value
U.S. government agency bonds
 
$
7,002

 
$

 
$
(9
)
 
$
6,993

Corporate bonds and commercial paper
 
6,201

 

 
(11
)
 
6,190

Certificates of deposit
 
4,845

 

 

 
4,845

 
 
$
18,048

 
$

 
$
(20
)
 
$
18,028


A summary of the Company's cash and cash equivalents as of December 31, 2013 is as follows:
 
 
Amortized Cost
 
Unrealized Gains
 
Unrealized Losses
 
Fair Value
Cash
 
$
18,675

 
$

 
$

 
$
18,675

 
 
$
18,675

 
$

 
$

 
$
18,675

The following table summarizes the estimated fair value of the Company's investments, designated as available-for-sale and classified by the contractual maturity date of the investments as of the dates shown:

 
 
September 30, 2014
 
December 31, 2013
Due within one year or less
 
$
4,926

 
$

Due after one year through five years
 
13,102

 

Total
 
$
18,028

 
$

The following table shows the fair values and the gross unrealized losses of these available-for-sale investments aggregated by investment category as of as of September 30, 2014:
 
 
 
Fair Value
 
Gross Unrealized Loss
U.S. government agency bonds
 
$
6,993

 
$
(9
)
Corporate bonds and commercial paper
 
6,190

 
(11
)
Total
 
$
13,183

 
$
(20
)
Fair Value Measurements (Tables)
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
The following table details the fair value hierarchy of the Company's financial assets measured at fair value on a recurring basis as of September 30, 2014:

 
 
 
 
Fair Value Measurements Using:
Cash Equivalents:
 
Fair Value
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Money market funds
 
$
20,529

 
$
20,529

 
$

 
$

Certificates of deposits
 
1,685

 

 
1,685

 

 
 
$
22,214

 
$
20,529

 
$
1,685

 
$

 
 
 
 
 
 
 
 
 
Investments:
 
Fair Value
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
U.S. government agency bonds
 
$
6,993

 
$

 
$
6,993

 
$

Corporate bonds and commercial paper
 
6,190

 

 
6,190

 

Certificates of deposit
 
4,845

 

 
4,845

 

 
 
$
18,028

 
$

 
$
18,028

 
$

Commitments and Contingencies (Tables)
Future minimum payments required under capital and operating leases that have initial or remaining non-cancelable lease terms in excess of one year at September 30, 2014 were as follows:

 
 
Capital Leases
 
Operating Leases
Year Ended December 31,
 
 
 
 
2014 (from October 1 to December 31)
 
$
143

 
$
504

2015
 
418

 
2,054

2016
 
164

 
3,023

2017
 
4

 
3,289

2018
 

 
3,371

Thereafter
 

 
16,899

Total minimum lease payments
 
729

 
$
29,140

Less: imputed interest
 
(17
)
 
 
Less: current portion
 
(453
)
 
 
Capital lease obligations, net of current portion
 
$
259

 
 
Future minimum payments required under capital and operating leases that have initial or remaining non-cancelable lease terms in excess of one year at September 30, 2014 were as follows:

 
 
Capital Leases
 
Operating Leases
Year Ended December 31,
 
 
 
 
2014 (from October 1 to December 31)
 
$
143

 
$
504

2015
 
418

 
2,054

2016
 
164

 
3,023

2017
 
4

 
3,289

2018
 

 
3,371

Thereafter
 

 
16,899

Total minimum lease payments
 
729

 
$
29,140

Less: imputed interest
 
(17
)
 
 
Less: current portion
 
(453
)
 
 
Capital lease obligations, net of current portion
 
$
259

 
 
Future minimum contractual commitments that have initial or remaining non-cancelable terms in excess of one year were as follows:
 
 
Contractual Commitments
Year Ended December 31,
 
 
2014 (from October 1 to December 31)
 
$
1,340

2015
 
4,814

2016
 
4,188

2017
 
2,608

2018
 
2,019

Thereafter
 
2,955

Total commitments
 
$
17,924

Stockholders' Equity (Tables)
Schedule of Conversions of Stock
The following table presents the conversion of all classes of stock on March 25, 2014:
 
 
Prior to Conversion
 
Subsequent to Conversion
Convertible preferred stock
 
 
 
 
       Series A
 
7,908

 

       Series B
 
1,818

 

       Series C
 
2,605

 

Redeemable common stock
 
3,829

 

Junior preferred stock
 
1,251

 

Undesignated common stock
 

 
17,412

Stock-Based Compensation (Tables)
The following summarizes the assumptions used for estimating the fair value of stock options granted during the periods indicated:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2014
 
2013
 
2014
 
2013
Risk-free interest rate
 
1.6%
 
1.3%
 
1.2 - 2.0%
 
0.7 - 1.3%
Expected life (in years)
 
4.8
 
4.8
 
3.8 - 6.3
 
4.8
Expected volatility
 
46.5%
 
46.8%
 
45.1 - 46.8%
 
46.8 - 49.4%
Dividend yield
 
 
 
 
Weighted-average grant date fair value per share          
 
$6.20
 
$3.17
 
$5.55
 
$3.09
Stock option activity during the nine months ended September 30, 2014 was as follows:
 
 
Number of
Options
 
Weighted
Average
Exercise Price
Balance as of January 1, 2014
 
5,422

 
$
2.76

Granted
 
2,258

 
9.80

Exercised
 
(1,081
)
 
0.97

Forfeited
 
(48
)
 
7.22

Balance as of September 30, 2014
 
6,551

 
$
5.45

The summary of stock options outstanding as of September 30, 2014 is as follows:
 
 
Options Outstanding
 
Options Exercisable
Range of Exercise Prices
 
Number of
Options
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual Life
(in years)
 
Number of
Options
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual Life
(in years)
$0.29 - $0.35
 
1,135

 
$
0.32

 
3.4
 
1,135

 
$
0.32

 
3.4

$0.54 - $0.84
 
592

 
0.74

 
5.3
 
586

 
0.74

 
5.3

$1.74 - $3.10
 
1,181

 
2.80

 
7.1
 
884

 
2.73

 
7.1

$4.00 - $7.82
 
1,406

 
6.88

 
5.9
 
477

 
6.20

 
5.9

$8.35
 
1,737

 
8.35

 
6.3
 

 

 

$13.00 - $15.50
 
500

 
14.82

 
6.8
 
14

 
13.00

 
6.5

 
 
6,551

 
$
5.45

 
5.8
 
3,096

 
$
2.05

 
5.2

Organization and Description of Business (Details)
Sep. 30, 2014
Q2 Software, Inc. [Member]
Feb. 28, 2013
cbanc Network, Inc. [Member]
Organization [Line Items]
 
 
Wholly owned subsidiary, ownership percentage
100.00% 
 
Wholly owned subsidiary, ownership percentage, prior to reorganization
 
100.00% 
Summary of Significant Accounting Policies (Details) (USD $)
Share data in Thousands, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2014
Sep. 30, 2013
Dec. 31, 2013
Property, Plant and Equipment [Line Items]
 
 
 
 
 
Allowance for Sales Credits
$ 200,000 
 
$ 200,000 
 
$ 100,000 
Deferred commissions
6,300,000 
 
6,300,000 
 
4,600,000 
Property and Equipment [Abstract]
 
 
 
 
 
Revenues recorded from out-of-pocket expense reimbursements
200,000 
100,000 
500,000 
300,000 
 
Research and development
3,155,000 1
2,259,000 1
8,678,000 1
6,277,000 1
 
Capitalized implementation costs
1,200,000 
900,000 
3,000,000 
2,600,000 
 
Advertising costs
100,000 
100,000 
400,000 
100,000 
 
Numerators: [Abstract]
 
 
 
 
 
Loss from continuing operations attributable to common stockholders
(4,625,000)
(5,179,000)
(14,874,000)
(11,177,000)
 
Loss from discontinued operations attributable to common stockholders
(199,000)
 
Net loss
(4,625,000)
(5,179,000)
(14,874,000)
(11,376,000)
 
Denominator: [Abstract]
 
 
 
 
 
Weighted-average common shares outstanding, basic and diluted (shares)
34,171 
12,045 
27,522 
11,794 
 
Loss from continuing operations per share, basic and diluted (dollars per share)
$ (0.14)
$ (0.43)
$ (0.54)
$ (0.95)
 
Loss from discontinued operations per share, basic and diluted (dollars per share)
$ 0.00 
$ 0.00 
$ 0.00 
$ (0.01)
 
Net loss per common share, basic and diluted (dollars per share)
$ (0.14)
$ (0.43)
$ (0.54)
$ (0.96)
 
Antidilutive securities excluded from computation of loss per share (shares)
6,551 
18,943 
6,551 
18,380 
 
Computer hardware and equipment [Member] |
Minimum [Member]
 
 
 
 
 
Property and Equipment [Abstract]
 
 
 
 
 
Estimated useful life
 
 
3 years 
 
 
Computer hardware and equipment [Member] |
Maximum [Member]
 
 
 
 
 
Property and Equipment [Abstract]
 
 
 
 
 
Estimated useful life
 
 
5 years 
 
 
Purchased software and licenses [Member] |
Minimum [Member]
 
 
 
 
 
Property and Equipment [Abstract]
 
 
 
 
 
Estimated useful life
 
 
3 years 
 
 
Purchased software and licenses [Member] |
Maximum [Member]
 
 
 
 
 
Property and Equipment [Abstract]
 
 
 
 
 
Estimated useful life
 
 
5 years 
 
 
Furniture and fixtures [Member]
 
 
 
 
 
Property and Equipment [Abstract]
 
 
 
 
 
Estimated useful life
 
 
7 years 
 
 
Cost of revenues [Member]
 
 
 
 
 
Property and Equipment [Abstract]
 
 
 
 
 
Research and development
$ 500,000 
$ 400,000 
$ 1,300,000 
$ 1,200,000 
 
Series A Preferred Stock [Member]
 
 
 
 
 
Denominator: [Abstract]
 
 
 
 
 
Antidilutive securities excluded from computation of loss per share (shares)
7,908 
7,908 
 
Series B Preferred Stock [Member]
 
 
 
 
 
Denominator: [Abstract]
 
 
 
 
 
Antidilutive securities excluded from computation of loss per share (shares)
1,818 
1,818 
 
Series C Preferred Stock [Member]
 
 
 
 
 
Denominator: [Abstract]
 
 
 
 
 
Antidilutive securities excluded from computation of loss per share (shares)
2,605 
2,042 
 
Junior Preferred Stock [Member]
 
 
 
 
 
Denominator: [Abstract]
 
 
 
 
 
Antidilutive securities excluded from computation of loss per share (shares)
1,251 
1,251 
 
Stock options [Member]
 
 
 
 
 
Denominator: [Abstract]
 
 
 
 
 
Antidilutive securities excluded from computation of loss per share (shares)
6,551 
5,361 
6,551 
5,361 
 
Stock options [Member]
 
 
 
 
 
Stock-Based Compensation [Abstract]
 
 
 
 
 
Option vesting percentage on first anniversary of grant date
 
 
25.00% 
 
 
Period of monthly vesting of options after first anniversary of grant date
 
 
36 months 
 
 
Cash, Cash Equivalents and Investments (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2014
Dec. 31, 2013
Sep. 30, 2013
Dec. 31, 2012
Schedule of Available-for-sale Securities [Line Items]
 
 
 
 
Cash and Cash Equivalents, Amortized Cost
$ 72,340 
$ 18,675 
$ 21,173 
$ 9,111 
Cash and Cash Equivalents, Fair Value
72,340 
18,675 
 
 
Investments, Amortized Cost
18,048 
 
 
 
Investments, Unrealized Gains
 
 
 
Investments, Unrealized Losses
(20)
 
 
 
Investments, Fair Value
18,028 
 
 
 
Cash [Member]
 
 
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
 
 
Cash and Cash Equivalents, Amortized Cost
50,126 
18,675 
 
 
Cash and Cash Equivalents, Fair Value
50,126 
18,675 
 
 
Money market funds [Member]
 
 
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
 
 
Cash and Cash Equivalents, Amortized Cost
20,529 
 
 
 
Cash and Cash Equivalents, Fair Value
20,529 
 
 
 
Certificates of Deposit [Member]
 
 
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
 
 
Cash and Cash Equivalents, Amortized Cost
1,685 
 
 
 
Cash and Cash Equivalents, Fair Value
1,685 
 
 
 
Certificates of Deposit [Member]
 
 
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
 
 
Investments, Amortized Cost
4,845 
 
 
 
Investments, Unrealized Gains
 
 
 
Investments, Unrealized Losses
 
 
 
Investments, Fair Value
4,845 
 
 
 
US government agency bonds [Member]
 
 
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
 
 
Investments, Amortized Cost
7,002 
 
 
 
Investments, Unrealized Gains
 
 
 
Investments, Unrealized Losses
(9)
 
 
 
Investments, Fair Value
6,993 
 
 
 
Corporate bonds and commercial paper [Member]
 
 
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
 
 
Investments, Amortized Cost
6,201 
 
 
 
Investments, Unrealized Gains
 
 
 
Investments, Unrealized Losses
(11)
 
 
 
Investments, Fair Value
$ 6,190 
 
 
 
Cash, Cash Equivalents and Investments - Contractual Maturities (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2014
Dec. 31, 2013
Cash and Cash Equivalents [Abstract]
 
 
Due in one year or less
$ 4,926 
$ 0 
Due in one year through five years
13,102 
Total
$ 18,028 
$ 0 
Cash, Cash Equivalents and Investments - Securities in Continuous Loss Position (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2014
Schedule of Available-for-sale Securities [Line Items]
 
Fair Value
$ 13,183 
Gross Unrealized Loss
(20)
US government agency bonds [Member]
 
Schedule of Available-for-sale Securities [Line Items]
 
Fair Value
6,993 
Gross Unrealized Loss
(9)
Corporate bonds and commercial paper [Member]
 
Schedule of Available-for-sale Securities [Line Items]
 
Fair Value
6,190 
Gross Unrealized Loss
$ (11)
Fair Value Measurements (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2014
Dec. 31, 2013
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash and Cash Equivalents, Fair Value
$ 72,340 
$ 18,675 
Fair Value, Measurements, Recurring [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash and Cash Equivalents, Fair Value
22,214 
 
Investments, Fair Value
18,028 
 
Fair Value, Measurements, Recurring [Member] |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash and Cash Equivalents, Fair Value
20,529 
 
Investments, Fair Value
 
Fair Value, Measurements, Recurring [Member] |
Significant Other Observable Inputs (Level 2) [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash and Cash Equivalents, Fair Value
1,685 
 
Investments, Fair Value
18,028 
 
Fair Value, Measurements, Recurring [Member] |
Significant Unobservable Inputs (Level 3) [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash and Cash Equivalents, Fair Value
 
Investments, Fair Value
 
US government agency bonds [Member] |
Fair Value, Measurements, Recurring [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Investments, Fair Value
6,993 
 
US government agency bonds [Member] |
Fair Value, Measurements, Recurring [Member] |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Investments, Fair Value
 
US government agency bonds [Member] |
Fair Value, Measurements, Recurring [Member] |
Significant Other Observable Inputs (Level 2) [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Investments, Fair Value
6,993 
 
US government agency bonds [Member] |
Fair Value, Measurements, Recurring [Member] |
Significant Unobservable Inputs (Level 3) [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Investments, Fair Value
 
Corporate bonds and commercial paper [Member] |
Fair Value, Measurements, Recurring [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Investments, Fair Value
6,190 
 
Corporate bonds and commercial paper [Member] |
Fair Value, Measurements, Recurring [Member] |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Investments, Fair Value
 
Corporate bonds and commercial paper [Member] |
Fair Value, Measurements, Recurring [Member] |
Significant Other Observable Inputs (Level 2) [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Investments, Fair Value
6,190 
 
Corporate bonds and commercial paper [Member] |
Fair Value, Measurements, Recurring [Member] |
Significant Unobservable Inputs (Level 3) [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Investments, Fair Value
 
Certificates of deposits [Member] |
Fair Value, Measurements, Recurring [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Investments, Fair Value
4,845 
 
Certificates of deposits [Member] |
Fair Value, Measurements, Recurring [Member] |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Investments, Fair Value
 
Certificates of deposits [Member] |
Fair Value, Measurements, Recurring [Member] |
Significant Other Observable Inputs (Level 2) [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Investments, Fair Value
4,845 
 
Certificates of deposits [Member] |
Fair Value, Measurements, Recurring [Member] |
Significant Unobservable Inputs (Level 3) [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Investments, Fair Value
 
Money market funds [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash and Cash Equivalents, Fair Value
20,529 
 
Money market funds [Member] |
Fair Value, Measurements, Recurring [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash and Cash Equivalents, Fair Value
20,529 
 
Money market funds [Member] |
Fair Value, Measurements, Recurring [Member] |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash and Cash Equivalents, Fair Value
20,529 
 
Money market funds [Member] |
Fair Value, Measurements, Recurring [Member] |
Significant Other Observable Inputs (Level 2) [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash and Cash Equivalents, Fair Value
 
Money market funds [Member] |
Fair Value, Measurements, Recurring [Member] |
Significant Unobservable Inputs (Level 3) [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash and Cash Equivalents, Fair Value
 
Certificates of deposits [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash and Cash Equivalents, Fair Value
1,685 
 
Certificates of deposits [Member] |
Fair Value, Measurements, Recurring [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash and Cash Equivalents, Fair Value
1,685 
 
Certificates of deposits [Member] |
Fair Value, Measurements, Recurring [Member] |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash and Cash Equivalents, Fair Value
 
Certificates of deposits [Member] |
Fair Value, Measurements, Recurring [Member] |
Significant Other Observable Inputs (Level 2) [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash and Cash Equivalents, Fair Value
1,685 
 
Certificates of deposits [Member] |
Fair Value, Measurements, Recurring [Member] |
Significant Unobservable Inputs (Level 3) [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash and Cash Equivalents, Fair Value
$ 0 
 
Debt (Details) (USD $)
9 Months Ended 0 Months Ended 1 Months Ended 9 Months Ended 0 Months Ended 1 Months Ended 1 Months Ended
Sep. 30, 2014
Sep. 30, 2013
May 31, 2012
Line of Credit [Member]
2008 Line of Credit and Loan Term Facility [Member]
Apr. 30, 2012
Line of Credit [Member]
2008 Line of Credit and Loan Term Facility [Member]
Sep. 5, 2014
Line of Credit [Member]
2013 Secured Credit Facility [Member]
Wells Fargo [Member]
Apr. 22, 2014
Line of Credit [Member]
2013 Secured Credit Facility [Member]
Wells Fargo [Member]
Mar. 17, 2014
Line of Credit [Member]
2013 Secured Credit Facility [Member]
Wells Fargo [Member]
Feb. 26, 2014
Line of Credit [Member]
2013 Secured Credit Facility [Member]
Wells Fargo [Member]
Jun. 30, 2013
Line of Credit [Member]
2013 Secured Credit Facility [Member]
Wells Fargo [Member]
Apr. 30, 2013
Line of Credit [Member]
2013 Secured Credit Facility [Member]
Wells Fargo [Member]
annual_installment
Sep. 30, 2014
Line of Credit [Member]
2013 Secured Credit Facility [Member]
Wells Fargo [Member]
Aug. 11, 2014
Line of Credit [Member]
2013 Secured Credit Facility [Member]
Wells Fargo [Member]
Aug. 11, 2014
Line of Credit [Member]
2013 Secured Credit Facility [Member]
U.S. Federal Funds Rate [Member]
Wells Fargo [Member]
Aug. 11, 2014
Line of Credit [Member]
2013 Secured Credit Facility [Member]
One Month LIBOR [Member]
Wells Fargo [Member]
Apr. 30, 2013
Line of Credit Accounts Receivable Advance [Member]
2008 Line of Credit and Loan Term Facility [Member]
May 31, 2012
Line of Credit Accounts Receivable Advance [Member]
2008 Line of Credit and Loan Term Facility [Member]
May 31, 2012
Line of Credit Accounts Receivable Advance [Member]
2008 Line of Credit and Loan Term Facility [Member]
Prime Rate [Member]
May 31, 2012
Line of Credit Contract Revenue Advance [Member]
2008 Line of Credit and Loan Term Facility [Member]
May 31, 2012
Line of Credit Contract Revenue Advance [Member]
2008 Line of Credit and Loan Term Facility [Member]
Prime Rate [Member]
Sep. 30, 2014
Letter of Credit [Member]
2013 Secured Credit Facility [Member]
Wells Fargo [Member]
Jun. 30, 2013
Letter of Credit [Member]
2013 Secured Credit Facility [Member]
Wells Fargo [Member]
Oct. 31, 2016
Scenario, Forecast [Member]
Line of Credit [Member]
2013 Secured Credit Facility [Member]
Wells Fargo [Member]
Line of Credit Facility [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Repayments of Lines of Credit
$ 18,710,000 
$ 2,682,000 
 
 
$ 2,000,000 
$ 4,200,000 
$ 12,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of credit facility, increase to borrowing capacity
 
 
 
 
 
 
 
 
 
 
 
25,000,000 
 
 
 
 
 
 
 
 
 
 
Line of credit facility, maximum borrowing capacity
 
 
10,000,000.0 
7,000,000.0 
 
 
 
 
 
25,000,000.0 
 
 
 
 
 
 
 
 
 
 
 
25,000,000.0 
Basis spread on variable interest rate
 
 
 
 
 
 
 
 
 
 
 
 
1.00% 
1.00% 
 
 
1.50% 
 
2.25% 
 
 
 
Fixed interest rate
 
 
 
 
 
 
 
 
 
 
4.70% 
 
 
 
5.50% 
5.50% 
 
6.25% 
 
 
 
 
Line of credit facility, maximum borrowing capacity as a percentage of the Company's trailing twelve-month recurring revenues
 
 
 
 
 
 
 
 
 
 
 
75.00% 
 
 
 
 
 
 
 
 
 
 
Borrowings under line of credit
 
 
 
 
 
 
 
 
 
 
100,000 
 
 
 
 
 
 
 
 
 
 
 
Line of credit facility, initial closing fee, number of annual installments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Period of repayment for initial closing fee on line of credit facility
 
 
 
 
 
 
 
 
 
 
3 years 
 
 
 
 
 
 
 
 
 
 
 
Advances on line of credit
12,500,000 
6,350,000 
 
 
 
 
 
12,500,000 
3,900,000 
2,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
Secured letters of credit amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,000,000 
3,000,000.0 
 
Available balance on line of credit facility
 
 
 
 
 
 
 
 
 
 
$ 22,000,000 
 
 
 
 
 
 
 
 
 
 
 
Commitments and Contingencies (Details) (USD $)
3 Months Ended 9 Months Ended 0 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2014
Sep. 30, 2013
Jul. 18, 2014
CREF Aspen Lake Building II, LLC [Member]
Lease Agreements [Member]
Jul. 18, 2014
CREF Aspen Lake Building II, LLC [Member]
Lease Agreements [Member]
sqft
Jul. 18, 2014
CREF Aspen Lake Building II, LLC [Member]
Lease Agreement, First Phase [Member]
sqft
Long-term Purchase Commitment [Line Items]
 
 
 
 
 
 
 
Rent expense under operating leases
$ 300,000 
 
$ 800,000 
$ 1,100,000 
 
 
 
Unoccupied lease charges
88,000 
236,000 
 
 
 
Rentable square feet
 
 
 
 
 
70,000 
55,000 
Initial term of lease contract
 
 
 
 
124 months 
 
 
Renewal term of lease contract
 
 
 
 
5 years 
 
 
Initial monthly rent
 
 
 
 
98,000 
 
 
Final monthly rent
 
 
 
 
$ 160,000 
 
 
Period over which final monthly rent applies
 
 
 
 
4 months 
 
 
Commitments and Contingencies - Future Minimum Payments for Capital and Operating Leases (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2014
Dec. 31, 2013
Capital Leases
 
 
2014 (from October 1 to December 31)
$ 143 
 
2015
418 
 
2016
164 
 
2017
 
2018
 
Thereafter
 
Total minimum lease payments
729 
 
Less: imputed interest
(17)
 
Less: current portion
(453)
(714)
Capital lease obligations, net of current portion
259 
575 
Operating Leases
 
 
2014 (from October 1 to December 31)
504 
 
2015
2,054 
 
2016
3,023 
 
2017
3,289 
 
2018
3,371 
 
Thereafter
16,899 
 
Total minimum lease payments
$ 29,140 
 
Commitments and Contingencies - Future Minimum Payments for Contractual Commitments (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2014
Contractual Commitments
 
2014 (from October 1 to December 31)
$ 1,340 
2015
4,814 
2016
4,188 
2017
2,608 
2018
2,019 
Thereafter
2,955 
Total commitments
$ 17,924 
Stockholders' Equity (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
0 Months Ended 9 Months Ended 0 Months Ended 0 Months Ended
Mar. 25, 2014
Sep. 30, 2014
Sep. 30, 2013
Mar. 25, 2014
Mar. 25, 2014
Series A Preferred Stock [Member]
Mar. 25, 2014
Series B Preferred Stock [Member]
Mar. 25, 2014
Series C Preferred Stock [Member]
Apr. 2, 2014
Common Stock [Member]
Mar. 25, 2014
Common Stock [Member]
Mar. 25, 2014
Common Stock [Member]
Mar. 25, 2014
Convertible Preferred Stock [Member]
Class of Stock [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Share issued in initial public offering (shares)
 
 
 
 
 
 
 
1,164,000 
7,761,000 
 
 
Share price (per share)
 
 
 
 
 
 
 
 
 
$ 13.00 
 
Shares sold by selling shareholders (shares)
 
 
 
 
 
 
 
 
1,511,000 
 
 
Proceeds from the issuance of common stock, net of issuance costs
$ 72,600 
$ 86,286 
$ 0 
 
 
 
 
$ 13,700 
 
 
 
Convertible stock, shares issued upon conversion
 
 
 
 
 
 
 
 
 
 
Conversion of Common and Preferred Stock [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Conversion of stock, shares converted
 
 
 
 
7,908,000 
1,818,000 
2,605,000 
 
3,829,000 
 
1,251,000 
Undesignated common stock, subsequent to conversion
 
 
 
 
 
 
 
 
17,412,000 
 
 
Stock-Based Compensation (Details) (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended 9 Months Ended 1 Months Ended 9 Months Ended 1 Months Ended 9 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2014
Sep. 30, 2013
Mar. 31, 2014
2014 Stock Plan [Member]
Sep. 30, 2014
2014 Stock Plan [Member]
Mar. 31, 2014
2007 Stock Plan [Member]
Feb. 28, 2014
2007 Stock Plan [Member]
Sep. 30, 2014
2007 Stock Plan [Member]
Sep. 30, 2014
Stock options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
Initial reserve of shares under the plan
 
 
 
 
1,850,000 
 
 
 
 
 
Additional shares authorized under the plan, percentage increase
 
 
 
 
4.50% 
 
 
 
 
 
Shares reserved for future issuance
 
 
 
 
1,957,000 
 
 
 
9,182,000 
 
Granted (shares)
 
 
2,258,000 
 
 
505,000 
 
 
 
 
Shares available for future issuance under the plan
 
 
 
 
1,997,000 
1,496,000 
 
 
 
 
Additional shares authorized under the plan
 
 
 
 
 
 
 
1,400,000 
 
 
Shares transferred to new plan
 
 
 
 
 
 
107,000 
 
 
 
Shares transferred from the previous plan that expired or terminated
 
 
 
 
40,000 
4,000 
 
 
 
 
Aggregate intrinsic value of options exercised in period (less than $0.1 million for the three months ended September 30, 2013)
$ 1.4 
$ 0.1 
$ 9.1 
$ 4.4 
 
 
 
 
 
 
Total fair market value of stock options vested during the period
0.5 
0.5 
1.3 
1.1 
 
 
 
 
 
 
Unrecognized stock-based compensation expense, related to stock options
$ 14.5 
 
$ 14.5 
 
 
 
 
 
 
 
Unrecognized stock-based compensation, related to stock options, period for recognition
 
 
 
 
 
 
 
 
 
3 years 2 months 12 days 
Stock-Based Compensation Assumptions Used in Estimating Fair Value of Options Granted (Details)
3 Months Ended 9 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2014
Sep. 30, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
Risk-free interest rate, minimum
 
 
1.20% 
0.70% 
Risk-free interest rate, maximum
 
 
2.00% 
1.30% 
Risk-free interest rate
1.60% 
1.30% 
 
 
Expected life (years)
4 years 9 months 18 days 
4 years 9 months 18 days 
 
4 years 9 months 18 days 
Expected volatility, minimum
 
 
45.10% 
46.80% 
Expected volatility, maximum
 
 
46.80% 
49.40% 
Expected volatility
46.50% 
46.80% 
 
 
Dividend yield
0.00% 
0.00% 
0.00% 
0.00% 
Weighted-average grant date fair value per share (dollars per share)
$ 6.20 
$ 3.17 
$ 5.55 
$ 3.09 
Minimum [Member]
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
Expected life (years)
 
 
3 years 9 months 18 days 
 
Maximum [Member]
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
Expected life (years)
 
 
6 years 3 months 18 days 
 
Stock-Based Compensation Stock Option Activity (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
9 Months Ended
Sep. 30, 2014
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
 
Options outstanding beginning (shares)
5,422 
Granted (shares)
2,258 
Exercised (shares)
(1,081)
Forfeited (shares)
(48)
Options outstanding, ending (shares)
6,551 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
 
Options outstanding, beginning (weighted average exercise price per share)
$ 2.76 
Granted (weighted average exercise price per share)
$ 9.80 
Exercised (weighted average exercise price per share)
$ 0.97 
Forfeited (weighted average exercise price per share)
$ 7.22 
Options outstanding, ending (weighted average exercise price per share)
$ 5.45 
Stock-Based Compensation Stock Options by Range of Exercise Prices (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
9 Months Ended
Sep. 30, 2014
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
 
Options outstanding (shares)
6,551 
Options outstanding (weighted average exercise price per share)
$ 5.45 
Options outstanding (weighted average remaining contractual life in years)
5 years 9 months 18 days 
Options exercisable (shares)
3,096 
Options exercisable (weighted average exercise price per share)
$ 2.05 
Options exercisable (weighted average remaining contractual life in years)
5 years 2 months 12 days 
$0.29 - $0.35 [Member]
 
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
 
Exercise price range, lower range limit
$ 0.29 
Exercise price range, upper range limit
$ 0.35 
Options outstanding (shares)
1,135 
Options outstanding (weighted average exercise price per share)
$ 0.32 
Options outstanding (weighted average remaining contractual life in years)
3 years 4 months 24 days 
Options exercisable (shares)
1,135 
Options exercisable (weighted average exercise price per share)
$ 0.32 
Options exercisable (weighted average remaining contractual life in years)
3 years 4 months 24 days 
$0.54 - $0.84 [Member]
 
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
 
Exercise price range, lower range limit
$ 0.54 
Exercise price range, upper range limit
$ 0.84 
Options outstanding (shares)
592 
Options outstanding (weighted average exercise price per share)
$ 0.74 
Options outstanding (weighted average remaining contractual life in years)
5 years 3 months 18 days 
Options exercisable (shares)
586 
Options exercisable (weighted average exercise price per share)
$ 0.74 
Options exercisable (weighted average remaining contractual life in years)
5 years 3 months 18 days 
$1.74 - $3.10 [Member]
 
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
 
Exercise price range, lower range limit
$ 1.74 
Exercise price range, upper range limit
$ 3.10 
Options outstanding (shares)
1,181 
Options outstanding (weighted average exercise price per share)
$ 2.80 
Options outstanding (weighted average remaining contractual life in years)
7 years 1 month 6 days 
Options exercisable (shares)
884 
Options exercisable (weighted average exercise price per share)
$ 2.73 
Options exercisable (weighted average remaining contractual life in years)
7 years 1 month 6 days 
$4.00 - $7.82 [Member]
 
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
 
Exercise price range, lower range limit
$ 4.00 
Exercise price range, upper range limit
$ 7.82 
Options outstanding (shares)
1,406 
Options outstanding (weighted average exercise price per share)
$ 6.88 
Options outstanding (weighted average remaining contractual life in years)
5 years 10 months 24 days 
Options exercisable (shares)
477 
Options exercisable (weighted average exercise price per share)
$ 6.20 
Options exercisable (weighted average remaining contractual life in years)
5 years 10 months 24 days 
$8.35 [Member]
 
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
 
Exercise price range, lower range limit
$ 8.35 
Exercise price range, upper range limit
$ 8.35 
Options outstanding (shares)
1,737 
Options outstanding (weighted average exercise price per share)
$ 8.35 
Options outstanding (weighted average remaining contractual life in years)
6 years 3 months 18 days 
Options exercisable (shares)
Options exercisable (weighted average exercise price per share)
$ 0.00 
Options exercisable (weighted average remaining contractual life in years)
0 years 
$13.00 - $15.50 [Member]
 
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
 
Exercise price range, lower range limit
$ 13.00 
Exercise price range, upper range limit
$ 15.50 
Options outstanding (shares)
500 
Options outstanding (weighted average exercise price per share)
$ 14.82 
Options outstanding (weighted average remaining contractual life in years)
6 years 9 months 18 days 
Options exercisable (shares)
14 
Options exercisable (weighted average exercise price per share)
$ 13.00 
Options exercisable (weighted average remaining contractual life in years)
6 years 6 months 
Income Taxes (Details)
3 Months Ended 9 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2014
Sep. 30, 2013
Income Tax Disclosure [Abstract]
 
 
 
 
Effective tax rate, percent
0.30% 
0.30% 
0.30% 
0.30%