LOGMEIN, INC., 10-Q filed on 4/26/2012
Quarterly Report
Document and Entity Information
3 Months Ended
Mar. 31, 2012
Apr. 20, 2012
Document and Entity Information [Abstract]
 
 
Entity Registrant Name
LogMeIn, Inc. 
 
Entity Central Index Key
0001420302 
 
Document Type
10-Q 
 
Document Period End Date
Mar. 31, 2012 
 
Amendment Flag
false 
 
Document Fiscal Year Focus
2012 
 
Document Fiscal Period Focus
Q1 
 
Current Fiscal Year End Date
--12-31 
 
Entity Filer Category
Accelerated Filer 
 
Entity Common Stock, Shares Outstanding
 
24,628,657 
Condensed Consolidated Balance Sheets (USD $)
Mar. 31, 2012
Dec. 31, 2011
Current assets:
 
 
Cash and cash equivalents
$ 92,373,291 
$ 103,603,684 
Marketable securities
100,038,824 
95,040,045 
Accounts receivable (net of allowance for doubtful accounts of $109,000 and $130,000 as of December 31, 2011 and March 31, 2012, respectively)
6,810,016 
8,747,104 
Prepaid expenses and other current assets
2,833,826 
2,411,640 
Deferred income tax assets
1,976,055 
1,980,342 
Total current assets
204,032,012 
211,782,815 
Property and equipment, net
5,745,273 
5,202,721 
Restricted cash
378,052 
369,792 
Intangibles, net
7,035,371 
3,260,612 
Goodwill
18,845,909 
7,258,743 
Other assets
394,367 
242,122 
Deferred income tax assets
3,940,312 
3,940,312 
Total assets
240,371,296 
232,057,117 
Current liabilities:
 
 
Accounts payable
4,523,575 
6,275,163 
Accrued liabilities
11,394,906 
10,472,805 
Deferred revenue, current portion
58,806,066 
55,961,859 
Total current liabilities
74,724,547 
72,709,827 
Deferred revenue, net of current portion
2,333,859 
2,302,465 
Other long-term liabilities
1,924,231 
1,239,136 
Total liabilities
78,982,637 
76,251,428 
Commitments and contingencies (Note 9)
   
   
Preferred stock, $0.01 par value - 5,000,000 shares authorized, 0 shares outstanding as of December 31, 2011 and March 31, 2012
Equity:
 
 
Common stock, $0.01 par value - 75,000,000 shares authorized as of December 31, 2011 and March 31, 2012; 24,551,641 and 24,594,845 shares issued and outstanding as of December 31, 2011 and March 31, 2012, respectively
245,948 
245,516 
Additional paid-in capital
158,900,221 
154,440,369 
Retained earnings
2,753,368 
2,677,128 
Accumulated other comprehensive loss
(510,878)
(1,557,324)
Total equity
161,388,659 
155,805,689 
Total liabilities and equity
$ 240,371,296 
$ 232,057,117 
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
Mar. 31, 2012
Dec. 31, 2011
Condensed Consolidated Balance Sheets [Abstract]
 
 
Allowance for doubtful accounts
$ 130,000 
$ 109,000 
Preferred stock, par value
$ 0.01 
$ 0.01 
Preferred stock, shares authorized
5,000,000 
5,000,000 
Preferred stock, shares outstanding
Common stock, par value
$ 0.01 
$ 0.01 
Common stock, shares authorized
75,000,000 
75,000,000 
Common stock, shares issued
24,594,845 
24,551,641 
Common stock, shares outstanding
24,594,845 
24,551,641 
Condensed Consolidated Statements of Operations (USD $)
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Condensed Consolidated Statements of Operations [Abstract]
 
 
Revenue
$ 32,687,931 
$ 27,038,779 
Cost of revenue
3,417,318 
2,536,136 
Gross profit
29,270,613 
24,502,643 
Operating expenses
 
 
Research and development
6,219,971 
4,317,779 
Sales and marketing
16,845,823 
12,986,109 
General and administrative
4,905,264 
6,058,690 
Legal settlements
 
1,250,000 
Amortization of acquired intangibles
127,265 
92,034 
Total operating expenses
28,098,323 
24,704,612 
(Loss) income from operations
1,172,290 
(201,969)
Interest income, net
215,490 
210,712 
Other expense
(236,265)
(108,811)
Loss (income) before income taxes
1,151,515 
(100,068)
Benefit (provision) for income taxes
(1,075,275)
34,821 
Net (loss) income
$ 76,240 
$ (65,247)
Net (loss) income per share:
 
 
Basic
$ 0 
$ 0.00 
Diluted
$ 0 
$ 0.00 
Weighted average shares outstanding:
 
 
Basic
24,573,810 
23,928,310 
Diluted
25,354,380 
23,928,310 
Condensed Consolidated Statements of Comprehensive Income (USD $)
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Condensed Consolidated Statements of Comprehensive Income [Abstract]
 
 
Net income (loss)
$ 76,240 
$ (65,247)
Other comprehensive income:
 
 
Net unrealized gains (losses) on marketable securities, net of tax
10,733 
(17,143)
Net translation gains (losses)
1,035,713 
572,460 
Total other comprehensive income
1,046,446 
555,317 
Comprehensive income
$ 1,122,686 
$ 490,070 
Condensed Consolidated Statements of Cash Flows (USD $)
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Cash flows from operating activities
 
 
Net (loss) income
$ 76,240 
$ (65,247)
Adjustments to reconcile net (loss) income to net cash provided by operating activities
 
 
Depreciation and amortization
1,382,737 
1,004,987 
Amortization of premium on investments
10,690 
59,105 
Provision for bad debts
22,500 
14,050 
Provision for deferred income taxes
1,007,730 
(12,461)
Income tax benefit from the exercise of stock options
(1,001,000)
 
Stock-based compensation
2,984,436 
1,745,494 
Gain on disposal of equipment
(661)
(178)
Changes in assets and liabilities:
 
 
Accounts receivable
2,027,265 
(1,143,272)
Prepaid expenses and other current assets
(409,260)
465,032 
Other assets
(152,246)
(35,200)
Accounts payable
(1,747,316)
2,634,892 
Accrued liabilities
526,557 
(1,006,483)
Deferred revenue
2,450,898 
4,773,964 
Other long-term liabilities
685,095 
(40,487)
Net cash provided by operating activities
7,863,665 
8,394,196 
Cash flows from investing activities
 
 
Purchases of marketable securities
(54,992,000)
(30,076,850)
Proceeds from sale or disposal of marketable securities
50,000,000 
30,000,000 
Purchases of property and equipment
(1,339,457)
(1,117,622)
Intangible asset additions
(108,208)
(61,738)
Cash paid for acquisition, net of cash acquired
(14,831,525)
 
Increase in restricted cash and deposits
 
(25,569)
Net cash used in investing activities
(21,271,190)
(1,281,779)
Cash flows from financing activities
 
 
Proceeds from issuance of common stock upon option exercises
474,849 
1,117,686 
Income tax benefit from the exercise of stock options
1,001,000 
 
Net cash provided by financing activities
1,475,849 
1,117,686 
Effect of exchange rate changes on cash and cash equivalents and restricted cash
701,283 
571,637 
Net increase (decrease) in cash and cash equivalents
(11,230,393)
8,801,740 
Cash and cash equivalents, beginning of period
103,603,684 
77,279,987 
Cash and cash equivalents, end of period
92,373,291 
86,081,727 
Supplemental disclosure of cash flow information
 
 
Cash paid for interest
169 
118 
Cash paid for income taxes
62,957 
23,736 
Noncash investing and financing activities
 
 
Purchases of property and equipment included in accounts payable and accrued liabilities
728,404 
418,055 
Fair value of contingent consideration in connection with acquisition included in accrued liabilities and other long term liabilities
$ 223,552 
 
Nature of the Business
Nature of the Business

1. Nature of the Business

LogMeIn, Inc. (the “Company”) develops and markets a suite of remote access, remote support, and collaboration solutions that provide instant, secure connections between Internet enabled devices. The Company’s product line includes Gravity TM, LogMeIn Free ®, LogMeIn Pro®, LogMeIn ® Central TM, LogMeIn Rescue ®, LogMeIn ® Rescue+MobileTM, LogMeIn Backup ®, LogMeIn ® IgnitionTM , LogMeIn for iOS, LogMeIn Hamachi®, join.me ®, Pachube TM, BoldChat ®, and RemotelyAnywhere®. The Company is based in Woburn, Massachusetts with wholly-owned subsidiaries in Hungary, The Netherlands, Australia, the United Kingdom, Brazil, Japan, India and Ireland.

Summary of Significant Accounting Policies
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Principles of Consolidation The accompanying condensed consolidated financial statements include the results of operations of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company has prepared the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Unaudited Interim Condensed Consolidated Financial Statements The accompanying condensed consolidated financial statements and the related interim information contained within the notes to the condensed consolidated financial statements are unaudited and have been prepared in accordance with GAAP and applicable rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read along with the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 24, 2012. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and in the opinion of management, reflect all adjustments, consisting of normal and recurring adjustments, necessary for the fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods presented. The results for the interim periods presented are not necessarily indicative of future results. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure.

Use of Estimates — The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results could differ from those estimates.

Marketable Securities The Company’s marketable securities are classified as available-for-sale and are carried at fair value with the unrealized gains and losses, net of tax, reported as a component of accumulated other comprehensive income in stockholders’ equity. Realized gains and losses and declines in value judged to be other than temporary are included as a component of earnings based on the specific identification method. Fair value is determined based on quoted market prices. At December 31, 2011 and March 31, 2012, marketable securities consisted of U.S. government agency securities that have remaining maturities within two years and have an aggregate amortized cost of $95,051,808 and $100,033,117 and an aggregate fair value of $95,040,045 and $100,038,824, including $102,552 and $85,768 of unrealized gains and $114,315 and $80,061 of unrealized losses, respectively.

Revenue Recognition The Company derives revenue primarily from subscription fees related to its LogMeIn premium services, the licensing of its Ignition for iPhone, iPad, and Android software products, and from the licensing of its RemotelyAnywhere software and its related maintenance.

Revenue from the Company’s LogMeIn premium services is recognized on a daily basis over the subscription term as the services are delivered, provided that there is persuasive evidence of an arrangement, the fee is fixed or determinable and collectability is deemed reasonably assured. Subscription periods range from monthly to five years, but are generally one year in duration. The Company’s software cannot be run on another entity’s hardware nor do customers have the right to take possession of the software and use it on their own or another entity’s hardware.

Revenue from the sales of the Company’s Ignition for iPhone, iPad and Android software products, which are sold as a perpetual license, is recognized when there is persuasive evidence of an arrangement, the product has been provided to the customer, the collection of the fee is probable, and the amount of fees to be paid by the customer is fixed or determinable.

        The Company’s multi-element arrangements typically include subscription and professional services, which include development services. The Company has determined that the delivered items within its multi-element arrangements do not have value to the customer on a stand-alone basis as the services are not sold by any other vendor and the customer would not be able to resell such services. As a result, the deliverables within these arrangements do not qualify for treatment as separate units in accounting. Accordingly, the Company accounts for fees received under these multi-element arrangements as a single unit of accounting and recognizes the entire arrangement consideration ratably over the term of the related agreement, or the customer life, commencing when all significant performance obligations have been delivered and when all revenue recognition criteria have been met.

Revenues are reported net of applicable sales and use tax, value-added tax, and other transaction taxes imposed on the related transaction.

 

Concentrations of Credit Risk and Significant Customers — The Company’s principal credit risk relates to its cash, cash equivalents, marketable securities, restricted cash, and accounts receivable. Cash, cash equivalents, and restricted cash are deposited primarily with financial institutions that management believes to be of high-credit quality and custody of its marketable securities is with an accredited financial institution. To manage accounts receivable credit risk, the Company regularly evaluates the creditworthiness of its customers and maintains allowances for potential credit losses. To date, losses resulting from uncollected receivables have not exceeded management’s expectations.

As of December 31, 2011, and March 31, 2012, no customers accounted for more than 10% of accounts receivable, and no customers accounted for more than 10% of revenue for the three months ended March 31, 2011 or 2012.

Goodwill — Goodwill is the excess of the acquisition price over the fair value of the tangible and identifiable intangible net assets acquired related to the Bold acquisition in January 2012 (see note 4), the Pachube acquisition in July 2011 (see note 4) and the Applied Networking acquisition in July 2006. The Company does not amortize goodwill, but performs an annual impairment test of goodwill on the last day of its fiscal year and whenever events and circumstances indicate that the carrying amount of goodwill may exceed its fair value. The Company operates as a single operating segment with one reporting unit and consequently evaluates goodwill for impairment based on an evaluation of the fair value of the Company as a whole. Through March 31, 2012, no impairments have occurred.

Long-Lived Assets and Intangible Assets — The Company records intangible assets at their estimated fair values at the date of acquisition. Intangible assets are amortized based upon the pattern in which their economic benefit will be realized, or if this pattern cannot be reliably determined, using the straight-line method over their estimated useful lives. The Company’s intangible assets have estimated useful lives which range from one to seven years.

Foreign Currency Translation — The functional currency of operations outside the United States of America is deemed to be the currency of the local country. Accordingly, the assets and liabilities of the Company’s foreign subsidiaries are translated into United States dollars using the period-end exchange rate, and income and expense items are translated using the average exchange rate during the period. Cumulative translation adjustments are reflected as a separate component of stockholders’ equity. Foreign currency transaction gains and losses are charged to operations. The Company had foreign currency losses of approximately $109,000 and $245,000 for the three months ended March 31, 2011 and 2012, respectively.

Stock-Based Compensation — Stock-based compensation is measured based upon the grant date fair value and recognized as an expense on a straight-line basis in the financial statements over the vesting period of the award for those awards expected to vest. The Company uses the Black-Scholes option pricing model to estimate the grant date fair value of stock awards. The Company uses the with-or-without method to determine when it will realize excess tax benefits from stock based compensation. Under this method, the Company will realize these excess tax benefits only after it realizes the tax benefits of net operating losses from operations.

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 carry-forwards and credits using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. At each balance sheet date, 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.

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 December 31, 2011 and March 31, 2012, the Company has provided a liability for approximately $198,000 and $218,000 for uncertain tax positions, respectively. These uncertain tax positions would impact the Company’s effective tax rate if recognized.

Segment Data Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker, or decision making group, in making decisions regarding resource allocation and assessing performance. The Company, which uses consolidated financial information in determining how to allocate resources and assess performance, has determined that it operates in one segment.

The Company’s revenue (based on customer address) by geography is as follows:

 

                 
    Three Months Ended March 31,  
    2011     2012  

Revenues:

               

United States

  $ 17,217,000     $ 21,196,000  

United Kingdom

    2,600,000       3,009,000  

International - all other

    7,222,000       8,483,000  
   

 

 

   

 

 

 

Total revenue

  $ 27,039,000     $ 32,688,000  
   

 

 

   

 

 

 

Guarantees and Indemnification Obligations — As permitted under Delaware law, the Company has agreements whereby the Company indemnifies certain of its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The term of the indemnification period is for the officer’s or director’s lifetime. As permitted under Delaware law, the Company also has similar indemnification obligations under its certificate of incorporation and by-laws. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has director’s and officer’s insurance coverage that the Company believes limits its exposure and enables it to recover a portion of any future amounts paid.

The Company has entered into agreements with certain customers that require the Company to indemnify the customer against certain claims alleging that the Company’s products infringe third-party patents, copyrights, or trademarks. The term of these indemnification obligations is generally perpetual. The maximum potential amount of future payments the Company could be required to make under these indemnification obligations is unlimited.

Through December 31, 2011, the Company had not experienced any losses related to these indemnification obligations, and no claims with respect thereto were outstanding. On March 15, 2012, the Company received an indemnification claim from a customer related to a third-party claim that the customer’s use of a LogMeIn service infringes the third party’s patent. The Company is currently evaluating this claim. The Company does not expect any significant claims related to these indemnification obligations and consequently, concluded that the fair value of these obligations is negligible, and no related reserves were established.

Net Income (Loss) Per Share — Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the sum of the weighted average number of common shares outstanding during the period and the weighted average number of potential common shares outstanding from the assumed exercise of stock options and the vesting of restricted stock units. For the three months ended March 31, 2011, the Company incurred a net loss and therefore, the effect of the Company’s outstanding common stock equivalents were not included in the calculation of diluted loss per share as they were anti-dilutive, Accordingly, basic and dilutive net loss per share for the period were identical.

 

The Company excluded 2,939,422 and 1,412,513 options to purchase common shares during the three months ended March 31, 2011 and 2012, respectively, from the computation of diluted net income (loss) per share either because they had an anti-dilutive impact or because the Company had a net loss in the period:

 

                 
    Three Months Ended March 31,  
    2011     2012  

Options to purchase common shares

    2,939,422       1,412,513  

Unvested restricted stock units

    —         —    
   

 

 

   

 

 

 

Total options and unvested restricted stock units

    2,939,422       1,412,513  
   

 

 

   

 

 

 

Basic and diluted net income (loss) per share was calculated as follows:

 

         
    Three Months Ended
March 31, 2011
 

Basic and diluted net loss per share:

       

Net loss

  $ (65,247
   

 

 

 

Weighted average common shares outstanding

    23,928,310  
   

 

 

 

Basic and diluted net loss per share

  $ (0.00
   

 

 

 

 

         
    Three Months Ended
March 31, 2012
 

Basic:

       

Net income

  $ 76,240  
   

 

 

 

Weighted average common shares outstanding, basic

    24,573,810  
   

 

 

 

Net income, basic

  $ 0.00  
   

 

 

 
   

Diluted:

       

Net income

  $ 76,240  
   

 

 

 

Weighted average common shares outstanding, basic

    24,573,810  

Add: Common stock equivalents

    780,570  
   

 

 

 

Weighted average common shares outstanding, diluted

    25,354,380  
   

 

 

 

Net income, diluted

  $ 0.00  
   

 

 

 

Recently Issued Accounting Pronouncements — In September 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) which simplifies how companies test goodwill for impairment. The amendment permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in goodwill accounting standard. The Company adopted this ASU and it did not have a material effect on its financial position, results of operations or cash flows.

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220) — Presentation of Comprehensive Income (ASU 2011-05), to require an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of equity. The Company adopted this ASU and it did not have a material effect on its financial position, results of operations or cash flows.

In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820) — Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04), to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements (as defined in Note 3). The Company adopted this ASU and it did not have a material effect on its financial position, results of operations or cash flows.

 

Fair Value of Financial Instruments
Fair Value of Financial Instruments

3. Fair Value of Financial Instruments

The carrying value of the Company’s financial instruments, including cash equivalents, restricted cash, accounts receivable, and accounts payable, approximate their fair values due to their short maturities. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels are as follows:

Level 1: Unadjusted quoted prices for identical assets or liabilities in active markets accessible by the Company at the measurement date.

Level 2: Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3: Unobservable inputs that reflect the Company’s assumptions about the assumptions that market participants would use in pricing the asset or liability.

The following table summarizes the basis used to measure certain of the Company’s financial assets that are carried at fair value:

 

                                 
    Basis of Fair Value Measurements  
    Balance     Quoted Prices
in Active
Markets for
Identical
Items
(Level 1)
    Significant
Other
Observable
Inputs
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
 

Balance at December 31, 2011

                               

Cash equivalents — money market funds

  $ 53,839,536     $ 53,839,536     $ —       $ —    

Cash equivalents — bank deposits

    5,032,135       —         5,032,135       —    

Short-term marketable securities — U.S. government agency securities

    95,040,045       85,040,105       9,999,940       —    

Contingent consideration liability

    —         —         —         212,536  

Balance at March 31, 2012

                               

Cash equivalents — money market funds

  $ 49,053,464     $ 49,053,464     $ —       $ —    

Cash equivalents — bank deposits

    5,033,386       —         5,033,386       —    

Short-term marketable securities — U.S. government agency securities

    100,038,824       80,024,005       20,014,819       —    

Contingent consideration liability

    —         —         —         223,552  

Bank deposits are classified within the second level of the fair value hierarchy and the fair value of those assets are determined based upon quoted prices for similar assets in active markets.

The Level 3 liability consists of contingent consideration related to the July 19, 2011 acquisition of Pachube. The fair value of the contingent consideration was estimated by applying a probability based model, which utilizes significant inputs that are unobservable in the market. Key assumptions include a 13% discount rate and a 76% weighted-probability of achieving earn-out. The current portion of contingent consideration is included in Accrued liabilities and the non-current portion is included in Other long-term liabilities. A reconciliation of the beginning and ending Level 3 liability is as follows:

 

         
    Three
Months
Ended
March 31,
2012
 

Balance beginning of period

  $ 212,536  

Transfers into Level 3

    —    

Payments

    —    

Change in fair value (included within research and development expense)

    11,016  
   

 

 

 
   

Balance end of period

  $ 223,552  
   

 

 

 
Acquisitions
Acquisitions

4. Acquisitions

        On July 19, 2011, the Company acquired substantially all of the assets of Connected Environments (BVI) Limited, a British Virgin Island limited company and Connected Environments, Limited, a U.K. limited company (collectively “Connected Environments”), primarily including their Pachube service, for an initial cash payment of $10 million plus contingent payments totaling up to $5.2 million. The Pachube service is a cloud-based connectivity and data management platform for the Internet of Things. The Company acquired Pachube to expand its capabilities with embedded devices and enter into the Internet of Things market. The operating results of the acquired Pachube service, of which there was no revenue and $1.6 million of expenses during the three month period ended March 31, 2012, are included in the consolidated financial statements beginning on the acquisition date.

 

The Pachube acquisition has been accounted for as a business combination. The assets acquired and the liabilities assumed were recorded at their estimated fair values as of the acquisition date. The Company retained an independent third party valuation firm to calculate the fair value of the intangible assets using the cost method with estimates and assumptions provided by Company management. The excess of the purchase price over the tangible net assets and identifiable intangible assets was recorded as goodwill.

The purchase price was allocated as follows:

 

         
    Amount  

Tangible assets

  $ 7,595  

Technology and know-how

    3,250,000  

Goodwill

    6,934,966  
   

 

 

 
   

Total purchase price

    10,192,561  

Liability for contingent consideration

    (192,561
   

 

 

 
   

Cash paid

  $ 10,000,000  
   

 

 

 

The asset purchase agreement included a contingent payment provision requiring the Company to make additional payments to the shareholders of Connected Environments, as well as certain employees, on the first and second anniversaries of the acquisition, contingent upon the continued employment of certain employees and the achievement of certain product performance metrics. The range of the contingent payments that the Company could pay is between $0 to $4,898,000. The Company has concluded that the arrangement is a compensation arrangement and is accruing the maximum payout ratably over the performance period, as it believes it is probable that the criteria will be met.

The asset purchase agreement also includes a contingent payment provision to a non-employee shareholder for an amount between $0 and $267,000, which the Company has concluded is part of the purchase price. This contingent liability was recorded at its fair of $192,561 at the acquisition date. The Company will re-measure the fair value of the consideration at each subsequent reporting period and recognize any adjustment to fair value as part of earnings.

The goodwill recorded in connection with this transaction is primarily related to the expected synergies to be achieved related to Gravity, our service delivery platform, and the ability to leverage existing sales and marketing capacity and customer base with respect to the acquired Pachube service. All goodwill acquired is expected to be deductible for income tax purposes.

The Company incurred approximately $324,000 of acquisition-related costs which are included in general and administrative expense for the year ended December 31, 2011.

On January 6, 2012, the Company acquired substantially all of the assets of Bold Software, LLC (“Bold”), a Wichita, Kansas-based limited liability corporation, for a cash purchase price of approximately $15.3 million plus contingent, retention-based bonuses totaling $1.5 million, which are expected to be paid over a two year period from the date of acquisition. Bold is a leading provider of web chat and customer communications software. Bold’s operating results, of which there was approximately $0.8 million of revenue and $1.1 million of expenses during the three months ended March 31, 2012, are included in the consolidated financial statements beginning on the acquisition date.

The Bold acquisition has been accounted for as a business combination. The assets acquired and the liabilities assumed were recorded at their estimated fair values as of the acquisition date. The Company retained an independent third party valuation firm to calculate the fair value of the intangible assets with estimates and assumptions provided by Company management. The excess of the purchase price over the tangible net assets and identifiable intangible assets was recorded as goodwill.

The purchase price was allocated as follows:

 

         
    Amount  

Cash

  $ 482,000  

Current assets

    126,000  

Other assets

    19,000  

Deferred revenue

    (424,000

Other liabilities

    (107,000

Completed technology

    1,090,000  

Trade name and trademark

    30,000  

Customer relationships

    2,760,000  

Non-compete agreements

    160,000  

Goodwill

    11,178,000  
   

 

 

 

Total purchase price

  $ 15,314,000  
   

 

 

 

The asset purchase agreement included a contingent, retention-based bonus program provision requiring the Company to make additional payments to employees, including former Bold owners now employed by the Company, on the first and second anniversaries of the acquisition, contingent upon their continued employment. The range of the contingent, retention-based bonus payments that the Company could pay is between $0 to $1,500,000. The Company has concluded that the arrangement is a compensation arrangement and is accruing the maximum payout ratably over the performance period, as it believes it is probable that the criteria will be met.

 

The goodwill recorded in connection with this transaction is primarily related to the expected synergies to be achieved related to the Company’s ability to leverage its existing sales and marketing capacity and customer base to accelerate BoldChat sales, and the ability to leverage Bold’s technology with the Company’s existing support service. All goodwill acquired is expected to be deductible for income tax purposes.

The Company incurred approximately $122,000 and $93,000 of acquisition-related costs which are included in general and administrative expense for the year ended December 31, 2011, and the three months ended March 31, 2012, respectively.

Goodwill and Intangible Assets
Goodwill and Intangible Assets

5. Goodwill and Intangible Assets

The changes in the carry amounts of goodwill for the three months ended March 31, 2012 are due to the addition of goodwill resulting from the Bold acquisition and the impact of foreign currency translation adjustments related to asset balances that are recorded in non-U.S. currencies.

Changes in goodwill for the three months ended March 31, 2012, are as follows:

 

         

Balance, December 31, 2011

  $ 7,258,743  

Goodwill related to the acquisition of Bold

    11,178,000  

Foreign currency translation adjustments

    409,166  
   

 

 

 
   

Balance, March 31, 2012

  $ 18,845,909  
   

 

 

 

Intangible assets consist of the following:

 

                                                         
          December 31, 2011     March 31, 2012  
    Estimated
Useful Life
    Gross
Carrying
Amount
    Accumulated
Amortization
    Net
Carrying
Amount
    Gross
Carrying
Amount
    Accumulated
Amortization
    Net
Carrying
Amount
 

Identifiable intangible assets:

                                                       

Trade name and trademark

    1 -5 years     $ 635,506     $ 635,506     $ —       $ 665,939     $ 643,207     $ 22,732  

Customer base

    5 -7 years       1,003,068       1,003,068       —         3,796,404       1,110,012       2,686,392  

Domain names

    5 years       222,826       51,499       171,327       222,826       62,644       160,182  

Software

    4 years       298,977       298,977       —         298,977       298,977       —    

Technology

    3 -6 years       4,475,281       1,831,276       2,644,005       5,687,568       2,168,621       3,518,947  

Non-compete agreements

    5 years       0       0       —         162,165       2,099       160,066  

Internally developed software

    3 years       539,612       94,332       445,280       647,820       160,768       487,052  
           

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
               
            $ 7,175,270     $ 3,914,658     $ 3,260,612     $ 11,481,699     $ 4,446,328     $ 7,035,371  
           

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

As a result of the Bold acquisition, the Company capitalized $1,090,000 of technology, $30,000 of trade names and trademarks, $2,760,000 of customer base and $160,000 of non-compete agreements as intangible assets. Changes in the gross carrying amount of the intangible assets are due to foreign currency translation adjustments. The Company is amortizing the intangible assets based upon the pattern in which their economic benefit will be realized, or if this pattern cannot be reliably determined, using the straight-line method over their estimated useful lives. The intangible assets have estimated useful lives which range from one to seven years.

The Company capitalized $61,751 and $108,208 during the three months ended March 31, 2011 and 2012, respectively of costs related to internally developed computer software to be sold as a service incurred during the application development stage and is amortizing these costs over the expected lives of the related services.

The Company is amortizing its intangible assets based upon the pattern in which their economic benefit will be realized, or if this pattern cannot be reliably determined, using the straight-line method over their estimated useful lives. Amortization expense for intangible assets was $107,365 and $508,633 for the three months ended March 31, 2011 and 2012, respectively. Amortization relating to software, technology and internally developed software is recorded within cost of revenues and the amortization of trade name and trademark, customer base, domain names, and non-compete agreements is recorded within operating expenses. Future estimated amortization expense for intangible assets is as follows at March 31, 2012:

 

         

Amortization Expense (Years Ending December 31)

  Amount  

2012 (Nine months ending December 31)

  $ 1,529,935  

2013

    2,047,478  

2014

    1,497,662  

2015

    727,469  

2016

    540,688  

Thereafter

    692,139  
   

 

 

 

Total

  $ 7,035,371  
   

 

 

 

 

Accrued Expenses
Accrued Expenses

6. Accrued Expenses

Accrued expenses consisted of the following:

 

                 
    December 31,
2011
    March 31,
2012
 

Marketing programs

  $ 1,770,611     $ 2,713,711  

Payroll and payroll related

    5,333,430       4,714,999  

Professional fees

    795,720       1,032,689  

Other accrued expenses

    2,573,044       2,933,507  
   

 

 

   

 

 

 

Total accrued expenses

  $ 10,472,805     $ 11,394,906  
   

 

 

   

 

 

 
Income Taxes
Income Taxes

7. Income Taxes

The Company recorded a provision for federal, state and foreign income taxes of approximately $1.1 million for the three months ended March 31, 2012. The Company recorded a benefit of approximately $35,000 for the three months ended March 31, 2011. The Company’s effective tax rate has increased for the three ending March 31, 2012, as compared to the three March 31, 2011 as a result of losses generated in its Pachube subsidiary.

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 carry-forwards and credits using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. At each balance sheet date, 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. As of December 31, 2011 and March 31, 2012, the Company maintained a full valuation allowance related to the deferred tax assets of its Hungarian and Pachube subsidiaries. These entities have historical losses and the Company concluded it was not more likely than not that these deferred tax assets are realizable.

The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company’s income tax returns since inception are open to examination by federal, state, and foreign tax authorities. The Company has recorded a liability related to uncertain tax provisions of approximately $198,000 and $218,000 as of December 31, 2011 and March 31, 2012, respectively. The Company’s policy is to record estimated interest and penalty related to the underpayment of income taxes or unrecognized tax benefits as a component of its income tax provision. During the three months ended March 31, 2011 and 2012, the Company did not recognize any interest or penalties in its statements of operations, and there are no accruals for interest or penalties at December 31, 2011 or March 31, 2012.

The Company has performed an analysis of its ownership changes as defined by Section 382 of the Internal Revenue Code and has determined that an ownership change as defined by Section 382 occurred in October 2004 and March 2010 resulting in approximately $219,000 and $12,800,000, respectively, of net operating losses (“NOLs”) being subject to limitation. As of December 31, 2011 and March 31, 2012, the Company believes all NOLs generated by the Company, including those subject to limitation, are available for utilization given the Company’s large annual limitation amount. Subsequent ownership changes as defined by Section 382 could potentially limit the amount of net operating loss carry-forwards that can be utilized annually to offset future taxable income.

Stock Based Awards
Stock Based Awards

8. Stock Based Awards

The Company’s 2009 Stock Incentive Plan (“2009 Plan”) is administered by the Board of Directors and Compensation Committee, which have the authority to designate participants and determine the number and type of awards to be granted and any other terms or conditions of the awards. Options generally vest over a four-year period and expire ten years from the date of grant. Certain options provide for accelerated vesting if there is a change in control. Restricted stock units vest over a three-year period. There were 1,018,249 shares available for grant under the 2009 Plan as of March 31, 2012.

The Company uses the Black-Scholes option-pricing model to estimate the grant date fair value of stock awards. The Company estimates the expected volatility of its common stock at the date of grant based on the historical volatility of comparable public companies over the option’s expected term as well as its own stock price volatility since the Company’s IPO. The Company estimates expected term based on historical exercise activity and giving consideration to the contractual term of the options, vesting schedules, employee turnover, and expectation of employee exercise behavior. The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future. The risk-free rate for periods within the estimated life of the stock award is based on the U.S. Treasury yield curve in effect at the time of grant. Historical employee turnover data is used to estimate pre-vesting stock awards forfeiture rates. The compensation expense is amortized on a straight-line basis over the requisite service period of the stock award, which is generally four years for options and three years for restricted stock units.

The Company used the following assumptions to apply the Black-Scholes option-pricing model:

 

             
    Three Months Ended March 31,  
    2011   2012  

Expected dividend yield

  0.00%     0.00

Risk-free interest rate

  2.28%     0.87

Expected term (in years)

  5.56-6.25     6.25  

Volatility

  60%     60

The following table summarizes stock option activity, including performance-based options:

 

                                 
    Number of
Shares
    Weighted
Average
Exercise
Price
    Weighted
Average
Remaining
Contractual
Term
(Years)
    Aggregate
Intrinsic
Value
 

Outstanding, January 1, 2012

    2,626,260     $ 22.34       7.4     $ 44,093,090  
                           

 

 

 
         

Granted

    439,853       39.13                  

Exercised

    (43,204     10.99             $ 1,141,019  
                           

 

 

 
         

Forfeited

    (61,178     25.88                  
   

 

 

   

 

 

                 
         

Outstanding, March 31, 2012

    2,961,731     $ 24.93       7.5     $ 36,432,247  
   

 

 

   

 

 

   

 

 

   

 

 

 
         

Exercisable at December 31, 2011

    1,389,215     $ 14.01       5.8     $ 30,499,710  
   

 

 

   

 

 

   

 

 

   

 

 

 
         

Exercisable at March 31, 2012

    1,208,136     $ 8.83       5.7     $ 29,622,367  
   

 

 

   

 

 

   

 

 

   

 

 

 

The aggregate intrinsic value was calculated based on the positive differences between the estimated fair value of the Company’s common stock on December 31, 2011, of $38.55 and $35.23 per share on March 31, 2012, or at time of exercise, and the exercise price of the options.

The weighted average grant date fair value of stock options issued or modified was $22.42 per share for the year ended December 31, 2011, and $21.87 for the three months ended March 31, 2012.

Of the total stock options issued subject to the plans, certain stock options have performance-based vesting. These performance-based options granted during 2004 and 2007 were granted at-the-money, contingently vest over a period of two to four years depending upon the nature of the performance goal, and have a contractual life of ten years.

 

The performance-based stock option activity is summarized below:

 

                                 
    Number
of Shares
    Weighted
Average
Exercise
Price
    Weighted
Average
Remaining
Contractual
Term
(Years)
    Aggregate
Intrinsic
Value
 

Outstanding, January 1, 2012

    453,432     $ 1.25       3.6     $ 16,859,614  
                           

 

 

 
         

Granted

    —                            

Exercised

    —                            
         

Forfeited

    —                            
   

 

 

   

 

 

                 
         

Outstanding, March 31, 2012

    453,432     $ 1.25       3.4     $ 15,407,619  
   

 

 

   

 

 

   

 

 

   

 

 

 
         

Exercisable at December 31, 2011

    453,432     $ 1.25       3.6     $ 16,859,614  
   

 

 

   

 

 

   

 

 

   

 

 

 
         

Exercisable at March 31, 2012

    453,432     $ 1.25       3.4     $ 15,407,619  
   

 

 

   

 

 

   

 

 

   

 

 

 

The aggregate intrinsic value was calculated based on the positive differences between the estimated fair value of the Company’s common stock on December 31, 2011, of $38.55 per share, and $35.23 per share on March 31, 2012, or at the time of exercise, and the exercise price of the options.

During the three months ended March 31, 2012, the Company granted 147,558 restricted stock units containing time-based vesting conditions which lapse over a three year period. Upon vesting, the restricted stock units entitle the holder to receive one share of common stock for each restricted stock unit. As of March 31, 2012, the Company estimates that 123,157 shares of restricted stock units with an intrinsic value of approximately $4,682,000 and a weighted average remaining contractual term of 2.9 years will ultimately vest.

The following table summarizes restricted stock unit activity:

 

                 
    Number of Shares
Underlying Restricted
Stock Units
    Weighted Average
Grant Date
Fair Value
 

Unvested as of January 1, 2012

    —       $ —    

Restricted stock units granted

    147,558       38.02  

Restricted stock units vested

    —         38.02  

Restricted stock units forfeited

    (876     38.02  
   

 

 

         

Unvested as of March 31, 2012

    146,682     $ 38.02  
   

 

 

         

The Company recognized stock based compensation expense within the accompanying condensed consolidated statements of operations as summarized in the following table:

 

                 
    Three Months Ended March 31,  
    2011     2012  

Cost of revenue

  $ 89,052     $ 107,181  

Research and development

    280,116       581,715  

Sales and marketing

    562,535       949,945  

General and administrative

    813,791       1,345,595  
   

 

 

   

 

 

 
    $ 1,745,494     $ 2,984,436  
   

 

 

   

 

 

 

As of March 31, 2012, there was approximately $30,758,000 of total unrecognized share-based compensation cost, net of estimated forfeitures, related to unvested stock awards which are expected to be recognized over a weighted average period of 3.0 years. The total unrecognized share-based compensation cost will be adjusted for future changes in estimated forfeitures.

Commitments and Contingencies
Commitments and Contingencies

9. Commitments and Contingencies

Operating Leases — The Company has operating lease agreements for offices in Massachusetts, Hungary, The Netherlands, Australia, the United Kingdom, Japan, and India that expire in 2012 through 2017. The lease agreement for the Massachusetts office required a security deposit of $125,000 in the form of a letter of credit which is collateralized by a certificate of deposit in the same amount. The lease agreement for one of the Company’s Hungarian offices required a security deposit, which totaled approximately $228,000 (170,295 Euro) at March 31, 2012. The lease for the Company’s Australian office required a bank guarantee which totaled $25,000 (24,375 AUD) at March 31, 2012, whereby the bank agrees to pay the lesser this amount should the Company default under the terms of the lease. The certificate of deposit, the security deposit and bank guarantee are classified as restricted cash. The Netherlands, the United Kingdom and Budapest, Hungary leases contain termination options which allow the Company to terminate the leases pursuant to certain lease provisions.

 

In February 2011, the Company entered into a lease for new office space for its Australian office. The term of the new office space began in February 2011 and extends through January 2014. The approximate annual lease payments for the new office space are $96,000.

In April 2011, the Company entered into a lease for new office space for its United Kingdom office. The term of the new office space began in April 2011 and extends through June 2017. The approximate annual lease payments for the new office space are $231,000. The lease contains a termination option which allows the Company to terminate the lease pursuant to certain lease provisions.

In September 2011, the Company extended its lease for existing office space for its Budapest office. The term of the new lease begins in April 2012 and extends through March 2017. The approximate annual lease payments for the office space are $1,034,000. The lease contains a termination option which allows the Company to terminate the lease pursuant to certain lease provisions.

In April 2012, the Company entered into a lease for new office space for its United Kingdom Pachube office. The term of the new office space began in April 2012 and extends through April 2017. The approximate annual lease payments for the new office space are $97,000. The lease agreement required a security deposit of approximately $48,000 (30,000 Euro) which will be classified as restricted cash. The lease contains a termination option which allows the Company to terminate the lease pursuant to certain lease provisions.

Rent expense under all leases was approximately $660,000 and $750,000 for the three months ended March 31, 2011 and 2012, respectively. The Company records rent expense on a straight-line basis for leases with scheduled escalation clauses or free rent periods.

The Company also enters into hosting services agreements with third-party data centers and internet service providers that are subject to annual renewal. Hosting fees incurred under these arrangements aggregated approximately $496,000 and $754,000 for the three months ended March 31, 2011 and 2012, respectively.

Future minimum lease payments under non-cancelable operating leases including one year commitments associated with the Company’s hosting services arrangements are approximately as follows at March 31, 2012:

 

         

Years Ending December 31

     

2012 (Nine months ending December 31)

  $ 3,233,000  

2013

    3,317,000  

2014

    5,465,000  

2015

    5,248,000  

2016

    5,391,000  

Thereafter

    28,409,000  
   

 

 

 
   

Total minimum lease payments

  $ 51,063,000  
   

 

 

 

The future minimum lease payments under the non-cancelable operating leases above includes commitments associated with the Company’s future corporate headquarters located in Boston, Massachusetts (see note 10).

Litigation — On September 8, 2010, 01 Communique Laboratory, Inc., or 01, filed a complaint that named the Company as a defendant in a lawsuit in the U.S. District Court for the Eastern District of Virginia (Civil Action No. 1:10cv1007). The Company received service of the complaint on September 10, 2010. The complaint alleged that the Company infringed U.S. Patent No. 6,928,479, which allegedly is owned by 01 and has claims directed to a particular application or system for providing a private communication portal from one computer to a second computer. The complaint sought damages in an unspecified amount and injunctive relief. On April 1, 2011, the U.S. District Court for the Eastern District of Virginia granted the Company’s motion for summary judgment of non-infringement and issued a written order regarding this decision on May 4, 2011. On May 13, 2011, 01 filed a notice of appeal appealing the court’s ruling granting summary judgment. The U.S. Court of Appeals for the Federal Circuit heard oral argument regarding 01’s appeal of the summary judgment ruling on February 6, 2012. At this time the Company does not believe that a loss is probable and remains unable to reasonably estimate a possible loss or range of loss associated with this litigation.

On November 3, 2010, Gemini IP LLC, or Gemini, filed a complaint that named the Company as a defendant in a lawsuit in the U.S. District Court for the Eastern District of Texas (Civil Action No. 4:07-cv-521). The Company received service of the complaint on November 10, 2010. The complaint alleged that the Company infringed U.S. Patent No. 6,117,932, which allegedly is owned by Gemini and has claims related to a system for operating an IT helpdesk. The complaint sought damages in an unspecified amount and injunctive relief. On April 25, 2011, the Company and Gemini entered into a License Agreement which granted the Company a fully-paid license that covers the patent at issue in the action and mutually released each party from all claims. The Company paid Gemini a one-time licensing fee of $1,250,000 in connection with the License Agreement. As a result, the action was dismissed by the court on May 23, 2011.

The Company is from time to time subject to various other legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of these other claims cannot be predicted with certainty, management does not believe that the outcome of any of these other legal matters will have a material adverse effect on the Company’s consolidated financial statements.

 

Subsequent Event
Subsequent Event

10. Subsequent Event

In April 2012, the Company entered into a lease for a new corporate headquarters located in Boston, Massachusetts. The landlord is obligated to rehabilitate the existing building and the Company expects that the lease term will begin in February 2013 and extend through May 2023. The aggregate amount of minimum lease payments to be made over the term of the lease is approximately $41.3 million. Pursuant to the terms of the lease, the landlord is responsible for making certain improvements to the leased space up to an agreed upon cost to the landlord. Any excess costs for these improvements will be billed by the landlord to the Company as additional rent. The Company estimates these excess costs to be approximately $2.5 million. The lease requires a security deposit of approximately $3.3 million in the form of an irrevocable standby letter of credit which is collateralized by a bank deposit in the amount of approximately $3.5 million or 105 percent of the security deposit. The security deposit will be classified as restricted cash. The lease includes an option to extend the original term of the lease for two successive five year periods.