|
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
94- 3394123
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification No.)
|
Securities registered pursuant to Section 12(b) of the Act:
|
||
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, $0.001 par value
|
|
The NASDAQ Global Market
|
Securities registered pursuant to Section 12(g) of the Act: None
|
|
Large Accelerated Filer
|
|
o
|
|
|
Accelerated Filer
|
|
o
|
Non-accelerated filer
|
|
x
|
(Do not check if a smaller reporting Company)
|
|
Smaller Reporting Company
|
|
o
|
|
||
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
||
|
||
|
||
|
||
|
||
|
|
|
|
||
|
||
|
•
|
our quarterly and annual results may fluctuate significantly, may not fully reflect the underlying performance of our business and may result in decreases in the price of our common stock;
|
•
|
if we are unable to attract new clients or sell additional services and functionality to our existing clients, our revenue and revenue growth will be harmed;
|
•
|
our recent rapid growth may not be indicative of our future growth, and even if we continue to grow rapidly, we may fail to manage our growth effectively;
|
•
|
the markets in which we participate are highly competitive, and if we do not compete effectively, our operating results could be harmed;
|
•
|
if we fail to manage our technical operations infrastructure, our existing clients may experience service outages, our new clients may experience delays in the deployment of our solution and we could be subject to, among other things, claims for credits or damages;
|
•
|
if our existing clients terminate their subscriptions or reduce their subscriptions and related usage, our revenues and gross margins will be harmed and we will be required to spend more money to grow our client base;
|
•
|
we sell our solution to larger organizations that require longer sales and implementation cycles and often demand more configuration and integration services or customized features and functions that we may not offer, any of which could delay or prevent these sales and harm our growth rates, business and operating results;
|
•
|
because a significant percentage of our revenue is derived from existing clients, downturns or upturns in new sales will not be immediately reflected in our operating results and may be difficult to discern;
|
•
|
we rely on third-party telecommunications and internet service providers to provide our clients and their customers with telecommunication services and connectivity to our cloud contact center software and any failure by these service providers to provide reliable services could subject us to, among other things, claims for credits or damages;
|
•
|
we have a history of losses and we may be unable to achieve or sustain profitability;
|
•
|
we may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs; and
|
•
|
failure to comply with laws and regulations could harm our business and our reputation.
|
•
|
Long and complex implementation and upgrade cycles.
Implementation of legacy on-premise contact center systems requires long deployment timelines and complex integrations with other enterprise systems. Once these systems have been deployed, integrated and customized, upgrades and modifications can be extremely challenging. Due to these customized solutions and complex integrations, clients will often forego or postpone upgrades for fear of disabling key functionality. If they do choose to upgrade, clients are often required to rebuild integrations in order to retain full functionality, which frequently results in significant expenditures of time, resources and capital.
|
•
|
Inflexible resource deployment.
As organizations expand globally, they require the ability to easily manage remote agents and quickly adjust agent seats to accommodate peak call volumes. Most legacy on-premise contact center systems do not provide these capabilities and, as a result, their clients are typically unable to quickly scale their contact center operations in response to changing business needs. This often results in costly over-building of additional capacity to accommodate peak volumes.
|
•
|
Duplicative technology stacks across multiple sites.
Organizations must integrate multiple contact center sites to drive efficiency and create a unified customer view. Organizations running on-premise systems often find themselves with dissimilar systems at each site resulting in non-integrated and inefficient siloes of technology. Moreover, technology at each site is in a constant state of change over time. The initial and ongoing integration of these contact center sites for such organizations requires significant ongoing investment.
|
•
|
Adoption of cloud CRM solutions
|
•
|
Sophistication of cloud contact center software solutions
|
•
|
Technology refresh of on-premise contact center systems
|
•
|
Simplicity of the cloud vs. complexity of legacy on-premise
|
•
|
Rapid implementation, seamless updates and pre-built integrations.
Our solution can be deployed and updated quickly with minimal disruption to our clients’ contact center operations and provides pre-built integrations with leading CRM and other enterprise applications. We seamlessly update our solution to ensure our clients always run the latest version of our software, while maintaining our clients’ existing configurations with minimal disruption to contact center operations.
|
•
|
Highly flexible platform.
Our solution provides easy administration, configuration and role-based functionalities for agents, supervisors and administrators, and enables the rapid adjustment of agent seats to meet changing contact center volumes.
|
•
|
Scalable, secure and reliable multi-tenant architecture.
Our solution provides organizations of all sizes with the robust contact center functionality, scalability, flexibility and security required in the most sophisticated and distributed environments.
|
•
|
Higher agent productivity.
Our solution empowers agent productivity and utilization by allowing agents to handle both inbound and outbound calls and interact with customers across multiple other channels, including chat, email, web, social media and mobile.
|
•
|
Improved customer satisfaction.
Our intelligent call routing and IVR capabilities, pre-built integrations with leading CRM applications, and multi-channel capabilities ensure customer interactions are quickly routed to an appropriate agent resource. Agents, through integrations with CRM applications, have immediate access to the most current, relevant and accurate information about the customer, resulting in increased first contact resolutions and a more satisfying experience for the customer.
|
•
|
Enhanced end-to-end visibility.
Our VCC cloud platform integrates our clients’ deployments across multiple contact center locations, providing an organization-wide view of their contact center operations. This facilitates efficient cloud routing across locations and provides a uniform interface across all agents. With this visibility, our solution is designed to enable our clients to quickly shift agent resources and adjust agent seats in response to changing business requirements, resulting in higher agent utilization.
|
•
|
Greater operational efficiency.
Our solution provides contact center managers with significant visibility into their agents’ productivity and the efficiency and performance of their campaigns. We provide robust intelligence and analytics capabilities to help supervisors optimize operations and campaigns in real-time to drive increased efficiency. Our role-based interfaces deliver specific functionality to both desktops and mobile devices to meet the unique needs of agents, supervisors and administrators.
|
•
|
Compelling value proposition.
We provide a unified cloud-based software and telephony platform for contact center operations, including software applications, technology infrastructure, maintenance, monitoring, storage, security, client support and upgrades, which enables our clients to simplify their technology infrastructure and streamline IT costs. We manage upgrades and deployments remotely, often resulting in lower total cost of operations relative to legacy on-premise contact center systems that often require in-house technical support staff.
|
•
|
Cloud-based, enterprise-grade platform and end-to-end application suite.
We deliver a cloud-based enterprise-grade platform and applications suite with multi-channel capabilities that allows our clients to manage their entire contact center operation. Our highly scalable, secure and multi-tenant architecture enables us to serve large, distributed enterprises with complex contact center requirements, as well as smaller organizations, all from a single cloud platform.
|
•
|
Rapid deployment of our comprehensive solution.
Our solution enables our clients to quickly deploy and provision agent seats in any geographic location with only a computer, headset and broadband internet connection, and rapidly adjust the number of contact center agent seats in response to changing business requirements. Our clients always have the latest version of our software, deployed seamlessly through the cloud, and can easily integrate our solution with adjacent enterprise applications using our pre-built integrations. As a result, our clients’ contact centers become fully operational more quickly than legacy on-premise contact center systems.
|
•
|
Proven, repeatable and scalable go-to-market model.
We engage with our clients through a highly scalable and metrics-driven sales and marketing organization that effectively identifies, qualifies and closes sales opportunities. The deep domain expertise of our field sales team is instrumental in selling to larger opportunities, and our highly efficient telesales model enables us to cost-effectively identify, qualify and close a high volume of smaller opportunities. Our ecosystem of technology and system integrator partners increases awareness of our solution and helps generate new sales opportunities. We believe our go-to-market model gives us an efficient and effective means of targeting organizations of all sizes.
|
•
|
Established market presence and a large, diverse client base.
We have a large, diverse client base of over 2,000 organizations across multiple industries. We believe our clients view us as a key strategic solutions provider. The performance, reliability, ease-of-use and comprehensive nature of our solution has resulted in high client satisfaction and retention.
|
•
|
Extensive partner ecosystem.
We have cultivated a robust ecosystem of partners including a variety of leading CRM software vendors such as Salesforce.com Inc., Oracle Corporation, Microsoft Corporation, Zendesk and NetSuite Inc.; system integrators such as Bluewolf, Inc.; Deloitte Consulting LLP and PwC LLP; analytics, workforce management and performance management software vendors such as NICE Systems, Inc. and Authority Software; telephony providers such as AT&T Inc. and Verizon Communications Inc.; and cloud private branch exchange ("PBX") phone systems vendors such as RingCentral. We believe this ecosystem has enabled us to increase our brand awareness and enhance the functionality and value of our solution for our clients.
|
•
|
Focus on innovation and thought leadership.
Since our inception, we have been an innovator of cloud contact center software. Our investment in research and development has driven our growth and enabled us to deliver a cloud contact center software solution with the features and functionality to power the most complex contact centers. Our extensive domain expertise enables us to enhance our solution and serves as a critical competitive differentiator. We strive to be a thought leader in our industry, identifying and developing cloud capabilities to transform traditional contact center operations into customer engagement centers of excellence.
|
•
|
Capture increased market share
. We believe that the adoption of cloud contact center software solutions is increasingly driven by mainstream adoption of cloud computing, especially within CRM, as well as the increasing capabilities of these solutions. With organizations refreshing their contact center systems every 8-10 years, cloud solutions have an opportunity to replace legacy on-premise contact center systems at the time a replacement decision is made. We believe there is a substantial opportunity for us to win new clients and increase our market share given the strength and client benefits of our cloud solution. We intend to continue to invest aggressively in our sales force and marketing capabilities to win new clients.
|
•
|
Continue to increase sales in our existing client base
. Many of our clients deploy our solution to support only a portion of their contact center agents initially. We intend to increase the number of agents using our solution within our existing clients as they experience the benefits of our cloud solution. We also intend to sell our existing clients incremental applications to increase our revenue and the value of our existing client relationships.
|
•
|
Maintain our innovation leadership by strengthening and extending our solution
. We have an innovative platform that has enabled us to establish a leadership position in the cloud contact center software market. To preserve and expand our leadership position, we intend to continue to make significant investments in research and development to strengthen our existing solution and develop additional industry-leading contact center features and applications.
|
•
|
Expand internationally
. To date, our focus has been on the U.S. market, which represented
92%
of our revenue in 2014 and 90% of our revenue in 2013 and 2012, based on bill to address. We believe there is a significant opportunity for our cloud solution to disrupt incumbent legacy on-premise contact center systems internationally. We plan to increase our sales capabilities internationally by expanding our direct sales force and collaborating with strategic partners to target these markets and grow our international client base. We are establishing co-location data center facilities in Europe to provide clients in certain countries of the European Union with regional access to our cloud contact center solution to better serve local needs.
|
•
|
Further develop our partner ecosystem
. We have established strong partner relationships with organizations in the contact center ecosystem to further enhance the value of our VCC cloud platform. We intend to continue to cultivate new relationships with additional software, technology, system integrator and telephony providers to enhance the value of our solution and drive sales.
|
•
|
Selectively pursue acquisitions
. In addition to organically developing and strengthening our solution, we intend to selectively explore acquisition opportunities of companies and technologies to expand the functionality of our solution, provide access to new clients or markets, or both. For example, in October 2013, we acquired SoCoCare in order to establish our social care capabilities and strengthen our market leadership.
|
•
|
Five9 Social — Applies contact center customer service and sales best practices to social channels. Our solution is designed to route, track and report on agent performance in responding to social media posts in the same manner as other channels handled by contact centers.
|
•
|
Five9 Chat — Live consumer-to-agent chat from mobile or web devices gives agents the ability to respond, record and manage multiple chat interactions.
|
•
|
Five9 Email — Makes email a high-response sales, service and support channel. Our email routing capability filters and intelligently routes email requests to agents to enable the best qualified agents to respond in a timely manner.
|
•
|
Five9 Visual IVR — Our visual IVR application provides mobile customer care for today’s connected customers. It allows clients to develop an IVR script once and deploy it on multiple touchpoints, including mobile devices and websites.
|
•
|
Agent Desktop:
Serves as the unified environment for contact center agents. Agents are provided with one easy-to-use interface for handling interactions designed to promote a seamless customer experience. Automated call scripting and real-time customer data, such as purchase and interaction history, is delivered to empower agents with the data they need to answer customer questions and provide a highly effective customer experience.
|
•
|
CRM Integrations:
For clients who prefer to have their agents or sales representatives work within their current CRM desktop, we offer pre-built integrations with leading providers of CRM systems such as Salesforce.com, Inc., Oracle Corporation, Zendesk, Microsoft Corporation and NetSuite Inc., in addition to professional service-delivered integration with home grown or legacy CRM systems. Our solution provides softphone and telephony capabilities within the CRM desktop, and routes each customer interaction to an appropriate agent resource. Agents are able to work within a familiar desktop while accessing telephony controls, giving them immediate access to the most current, relevant and accurate information about the customer, while optimizing their outbound connections and increasing first contact resolutions for inbound interactions, resulting in a more satisfying customer experience and increased agent productivity.
|
•
|
Supervisor:
Provides supervisors with tools to optimize the contact center and ensure high quality customer interactions. These tools include a visual supervisor dashboard that provides easy to use visibility into call routing, queues, service level agreements, or SLAs, workflow management, utilization, campaign statistics and agent productivity. A mobile tablet version of the supervisor application is also available to help supervisors monitor agents, listen in on conversations, coach agents, and oversee queues and agent performance metrics. These metrics typically include average handle time, first contact resolution, number of interactions handled and contact outcomes.
|
•
|
Administrator:
Provides administrators with a comprehensive set of integrated tools to easily configure agent skills (such as language, domain expertise, and channels to service), determine interaction routing strategies, specify IVR scripts and manage the contact center operation. The Five9 Administrator system is easy to use so that contact center business personnel can set up and make changes themselves, without having to rely on specialized IT staff often required to deploy or update legacy on-premise contact center systems. This represents a key advantage of our VCC cloud platform, as it allows businesses to move and change quickly to keep up with the rapid changes required in contact center operations.
|
•
|
Reporting and Analytics:
Real-time and historical reports provide statistics and key performance indicators to allow executives and supervisors to monitor the contact center, improve reaction time to interaction volume and manage agents more effectively. We provide more than 100 standard reports with multiple views and drill-downs into individual inbound calls and multichannel interaction metrics, customer interaction outcomes, and outbound sales and marketing program metrics. Our reporting platform also enables clients to build customized reports and reporting schedules.
|
•
|
breadth and depth of solution features;
|
•
|
reliability, scalability and quality of the platform;
|
•
|
ease and speed of deployment;
|
•
|
ease of application administration and use;
|
•
|
level of client satisfaction;
|
•
|
domain expertise in contact center operations;
|
•
|
integration with third-party applications;
|
•
|
pricing;
|
•
|
ability to quickly adjust agent seats based on business requirements;
|
•
|
breadth and domain expertise of the sales, marketing and support organization;
|
•
|
ability to keep pace with client requirements;
|
•
|
extent and efficiency of our professional services;
|
•
|
ability to offer multiple channels of engagement; and
|
•
|
size and financial stability of operations.
|
•
|
the Communications Assistance for Law Enforcement Act, or CALEA, which requires covered entities to assist law enforcement in undertaking electronic surveillance;
|
•
|
contributions to the USF which requires that we pay a percentage of our revenues resulting from the provision of interstate telecommunications services to support certain federal programs;
|
•
|
payment of annual FCC regulatory fees based on our interstate and international revenues;
|
•
|
rules pertaining to access to our services by people with disabilities and contributions to the Telecommunications Relay Services fund; and
|
•
|
FCC rules regarding Customer Proprietary Network Information, or CPNI, which require that we not use such information without customer approval, subject to certain exceptions.
|
•
|
market acceptance of our solution;
|
•
|
our ability to attract new clients and grow our business with existing clients;
|
•
|
client renewal rates;
|
•
|
changes in strategic and client relationships;
|
•
|
the timing and success of new product and feature introductions by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, clients or strategic partners;
|
•
|
network outages or security breaches, which may result in the loss of clients, client credits and harm to our reputation;
|
•
|
seasonal factors that may cause our revenues in the first half of a year to be relatively lower than our revenues in the second half of a year, which we believe are due to the general increase in customer support and marketing and sales activities leading up to, and during, the holiday season;
|
•
|
inaccessibility or failure of our cloud contact center software due to failures in the products or services provided by third parties;
|
•
|
the timing of recognition of revenues;
|
•
|
the amount and timing of costs and expenses related to the maintenance and expansion of our business, operations and infrastructure;
|
•
|
increases or decreases in the elements of our solution or pricing changes upon any renewals of client agreements;
|
•
|
changes in our pricing policies or those of our competitors;
|
•
|
the level of professional services and support we provide our clients;
|
•
|
the components of our revenue;
|
•
|
the addition or loss of key clients, including through acquisitions or consolidations;
|
•
|
general economic, industry and market conditions;
|
•
|
the timing of costs and expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies;
|
•
|
compliance with, or changes in, the current and future regulatory environment;
|
•
|
the hiring, training and retention of key employees;
|
•
|
litigation or other claims against us;
|
•
|
our ability to obtain additional financing; and
|
•
|
advances and trends in new technologies and industry standards.
|
•
|
compete with other vendors of cloud-based enterprise contact center systems to capture market share from providers of legacy on-premise systems;
|
•
|
increase our existing clients’ use of our solution and further develop our partner ecosystem;
|
•
|
introduce our solution to new markets outside of the United States and increase global awareness of our brand;
|
•
|
strengthen and improve our solution through significant investments in research and development; and
|
•
|
selectively pursue acquisitions.
|
•
|
sales and marketing, including a significant expansion of our sales organization;
|
•
|
our technology infrastructure, including systems architecture, management tools, scalability, availability, performance and security, as well as disaster recovery measures;
|
•
|
solution development, including investments in our solution development team and the development of new applications and features for existing solutions;
|
•
|
international expansion; and
|
•
|
general administration, including legal and accounting expenses related to being a public company.
|
•
|
cause our clients to seek credits or damages for losses incurred;
|
•
|
cause existing clients to cancel or elect not to renew their contracts;
|
•
|
affect our reputation as a reliable service provider;
|
•
|
make it more difficult for us to attract new clients or expand our business with existing clients; or
|
•
|
require us to replace existing equipment.
|
•
|
the volume of minutes for inbound and outbound interactions between our clients and their customers decreases,
|
•
|
clients are not satisfied with our services, prices or the functionality of our solution,
|
•
|
the stability, performance and security of our hosting infrastructure and hosting services are not satisfactory,
|
•
|
our clients’ business declines due to industry cycles, business difficulties or for other reasons,
|
•
|
competition increases from other contact center providers,
|
•
|
alternative technologies emerge which we do not provide,
|
•
|
clients experience financial difficulties, or
|
•
|
the U.S. or global economy declines.
|
•
|
damage to third-party and our infrastructure and data centers, related equipment and surrounding properties caused by earthquakes, hurricanes, tornadoes, floods, fires and other natural disasters, explosions and acts of terrorism;
|
•
|
inadvertent damage from third parties; and
|
•
|
other hazards that could also result in suspension of operations, personal injury and even loss of life.
|
•
|
the need to establish and protect our brand in international markets;
|
•
|
the need to localize and adapt our solution for specific countries, including translation into foreign languages and associated costs and expenses;
|
•
|
difficulties in staffing and managing foreign operations, particularly hiring and training qualified sales and service personnel;
|
•
|
different pricing environments, longer sales and accounts receivable payment cycles and collections issues;
|
•
|
new and different sources of competition;
|
•
|
general economic conditions in international markets;
|
•
|
fluctuations in the value of the U.S. dollar and foreign currencies, which may make our solution more expensive in other countries or may impact our operating results when translated into U.S. dollars;
|
•
|
compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, including employment, tax, telecommunications and telemarketing laws and regulations;
|
•
|
privacy and data protection laws and regulations that are complex, expensive to comply with and may require that client data be stored and processed in a designated territory;
|
•
|
weaker protection for intellectual property and other legal rights than in the U.S. and practical difficulties in enforcing intellectual property and other rights outside of the U.S.;
|
•
|
increased risk of international telecom fraud;
|
•
|
laws and business practices favoring local competitors;
|
•
|
compliance with U.S. laws and regulations for foreign operations, including the Foreign Corrupt Practices Act, the U.K. Bribery Act, import and export control laws, tariffs, trade barriers, economic sanctions and regulatory or contractual limitations on our ability to sell our solution in certain foreign markets, and the risks and costs of non-compliance;
|
•
|
increased financial accounting and reporting burdens and complexities;
|
•
|
restrictions on the transfer of funds;
|
•
|
adverse tax consequences; and
|
•
|
unstable economic and political conditions.
|
•
|
inability to integrate or benefit from acquisitions in a profitable manner;
|
•
|
unanticipated costs or liabilities associated with the acquisition;
|
•
|
incurrence of acquisition-related costs;
|
•
|
difficulty converting the clients of the acquired business to our solution and contract terms, including disparities in the revenues, licensing, support or professional services model of the acquired company;
|
•
|
difficulty integrating the accounting systems, operations and personnel of the acquired business;
|
•
|
difficulties and additional costs and expenses associated with supporting legacy products and hosting infrastructure of the acquired business;
|
•
|
diversion of management’s attention from other business concerns;
|
•
|
harm to our existing relationships with our partners and clients as a result of the acquisition;
|
•
|
the loss of our or the acquired business’s key employees;
|
•
|
diversion of resources that could have been more effectively deployed in other parts of our business; and
|
•
|
use of substantial portions of our available cash to consummate the acquisition.
|
•
|
the Communications Assistance for Law Enforcement Act, or CALEA, which requires covered entities to assist law enforcement in undertaking electronic surveillance;
|
•
|
contributions to the USF which requires that we pay a percentage of our revenues resulting from the provision of interstate telecommunications services to support certain federal programs;
|
•
|
payment of annual FCC regulatory fees based on our interstate and international revenues;
|
•
|
rules pertaining to access to our services by people with disabilities and contributions to the Telecommunications Relay Services fund; and
|
•
|
FCC rules regarding Customer Proprietary Network Information, or CPNI, which prohibit us from using such information without client approval, subject to certain exceptions.
|
•
|
actual or anticipated fluctuations in our operating results;
|
•
|
the financial projections we provide to the public, any changes in these projections or our failure to meet these projections;
|
•
|
failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
|
•
|
ratings changes by any securities analysts who follow our company;
|
•
|
announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;
|
•
|
changes in operating performance and stock market valuations of other technology companies generally, or those in the SaaS industry in particular;
|
•
|
price and volume fluctuations in the overall stock market, including as a result of trends in the U.S. or global economy;
|
•
|
any major change in our board of directors or management;
|
•
|
lawsuits threatened or filed against us;
|
•
|
legislation or regulation of our business, the internet and/or contact centers;
|
•
|
loss of key personnel;
|
•
|
new entrants into the contact center market, including the transition by providers of legacy on-premise contact center systems to cloud solutions, as well as cable and incumbent telephone companies and other well-capitalized competitors;
|
•
|
new products or new sales by us or our competitors;
|
•
|
the perceived or real impact of events that harm our direct competitors;
|
•
|
developments with respect to patents or proprietary rights;
|
•
|
general market conditions; and
|
•
|
other events or factors, including those resulting from war, incidents of terrorism or responses to these events, which could be unrelated to, or outside of, our control.
|
•
|
provide that our board of directors is classified into three classes of directors;
|
•
|
provide that stockholders may remove directors only for cause and only with the approval of holders of at least 66
2
⁄
3
% of our then outstanding capital stock;
|
•
|
provide that the authorized number of directors may be changed only by resolution of the board of directors;
|
•
|
provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;
|
•
|
provide that our stockholders may not take action by written consent, and may only take action at annual or special meetings of our stockholders;
|
•
|
provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner, and also specify requirements as to the form and content of a stockholder’s notice;
|
•
|
restrict the forum for certain litigation against us to Delaware;
|
•
|
do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election);
|
•
|
provide that special meetings of our stockholders may be called only by the chairman of the board, our chief executive officer or the board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors; and
|
•
|
provide that stockholders will be permitted to amend our amended and restated bylaws only upon receiving at least 66
2
/
3
% of the votes entitled to be cast by holders of all outstanding shares then entitled to vote generally in the election of directors, voting together as a single class.
|
•
|
delaying, deferring or preventing a change in control of the Company;
|
•
|
impeding a merger, consolidation, takeover or other business combination involving us; or
|
•
|
discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company.
|
Location
|
|
Principal Use
|
|
Square Footage
|
|
Lease Expiration Date
|
|
|
|
|
|
|
|
San Ramon, California
|
|
Corporate headquarters, sales, marketing, product design, professional services, research and development
|
|
62,500
|
|
February, 2018
|
The Philippines
|
|
Technical support, training and other professional services
|
|
16,500
|
|
March, 2017
|
Russia
|
|
Software development
|
|
12,000
|
|
May, 2015
|
|
|
High
|
|
Low
|
||||
Year 2014
|
|
|
|
|
||||
Second quarter (from April 4, 2014)
|
|
$
|
9.35
|
|
|
$
|
5.12
|
|
Third quarter
|
|
7.98
|
|
|
5.65
|
|
||
Fourth quarter
|
|
6.34
|
|
|
3.97
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
(unaudited)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
(in thousands, except per share data)
|
||||||||||||||||||
Revenue
|
|
$
|
103,102
|
|
|
$
|
84,132
|
|
|
$
|
63,822
|
|
|
$
|
43,188
|
|
|
$
|
25,621
|
|
Cost of revenue
|
|
54,661
|
|
|
48,807
|
|
|
39,306
|
|
|
24,563
|
|
|
13,104
|
|
|||||
Gross profit
|
|
48,441
|
|
|
35,325
|
|
|
24,516
|
|
|
18,625
|
|
|
12,517
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
(1)(2)
|
|
22,110
|
|
|
17,529
|
|
|
13,217
|
|
|
8,739
|
|
|
5,696
|
|
|||||
Sales and marketing
(1)(2)
|
|
37,445
|
|
|
28,065
|
|
|
16,808
|
|
|
10,207
|
|
|
5,861
|
|
|||||
General and administrative
(1)(2)
|
|
24,416
|
|
|
18,053
|
|
|
11,546
|
|
|
6,990
|
|
|
2,547
|
|
|||||
Total operating expenses
|
|
83,971
|
|
|
63,647
|
|
|
41,571
|
|
|
25,936
|
|
|
14,104
|
|
|||||
Loss from operations
|
|
(35,530
|
)
|
|
(28,322
|
)
|
|
(17,055
|
)
|
|
(7,311
|
)
|
|
(1,587
|
)
|
|||||
Other income (expense), net:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in fair value of convertible preferred and common stock warrant liabilities
|
|
1,745
|
|
|
(1,871
|
)
|
|
(1,674
|
)
|
|
(55
|
)
|
|
(73
|
)
|
|||||
Interest and other
|
|
(3,916
|
)
|
|
(1,051
|
)
|
|
(543
|
)
|
|
(442
|
)
|
|
(267
|
)
|
|||||
Total other income (expense), net
|
|
(2,171
|
)
|
|
(2,922
|
)
|
|
(2,217
|
)
|
|
(497
|
)
|
|
(340
|
)
|
|||||
Loss before provision for income taxes
|
|
(37,701
|
)
|
|
(31,244
|
)
|
|
(19,272
|
)
|
|
(7,808
|
)
|
|
(1,927
|
)
|
|||||
Provision for income taxes
|
|
85
|
|
|
70
|
|
|
62
|
|
|
64
|
|
|
5
|
|
|||||
Net loss
|
|
$
|
(37,786
|
)
|
|
$
|
(31,314
|
)
|
|
$
|
(19,334
|
)
|
|
$
|
(7,872
|
)
|
|
$
|
(1,932
|
)
|
Net loss per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
|
$
|
(1.00
|
)
|
|
$
|
(7.82
|
)
|
|
$
|
(5.82
|
)
|
|
$
|
(2.99
|
)
|
|
$
|
(2.76
|
)
|
Shares used in computing net loss per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
|
37,604
|
|
|
4,006
|
|
|
3,321
|
|
|
2,635
|
|
|
705
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
(unaudited)
|
||||||||||
Cost of revenue
|
|
$
|
5,138
|
|
|
$
|
3,709
|
|
|
$
|
2,439
|
|
|
$
|
1,423
|
|
|
$
|
1,166
|
|
Research and development
|
|
229
|
|
|
214
|
|
|
91
|
|
|
86
|
|
|
186
|
|
|||||
Sales and marketing
|
|
196
|
|
|
83
|
|
|
21
|
|
|
5
|
|
|
—
|
|
|||||
General and administrative
|
|
900
|
|
|
409
|
|
|
73
|
|
|
25
|
|
|
37
|
|
|||||
Total depreciation and amortization
|
|
$
|
6,463
|
|
|
$
|
4,415
|
|
|
$
|
2,624
|
|
|
$
|
1,539
|
|
|
$
|
1,389
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
(unaudited)
|
||||||||||
Cost of revenue
|
|
$
|
542
|
|
|
$
|
194
|
|
|
$
|
60
|
|
|
$
|
17
|
|
|
$
|
12
|
|
Research and development
|
|
1,931
|
|
|
499
|
|
|
154
|
|
|
51
|
|
|
73
|
|
|||||
Sales and marketing
|
|
1,510
|
|
|
751
|
|
|
112
|
|
|
36
|
|
|
43
|
|
|||||
General and administrative
|
|
2,770
|
|
|
505
|
|
|
138
|
|
|
253
|
|
|
133
|
|
|||||
Total stock-based compensation
|
|
$
|
6,753
|
|
|
$
|
1,949
|
|
|
$
|
464
|
|
|
$
|
357
|
|
|
$
|
261
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
||||
|
|
(in thousands)
|
||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
||||
Cash, cash equivalents and short-term investments
|
|
$
|
78,289
|
|
|
$
|
17,748
|
|
Working capital
|
|
56,234
|
|
|
1,076
|
|
||
Total assets
|
|
116,934
|
|
|
56,278
|
|
||
Total debt and capital leases
|
|
47,696
|
|
|
30,332
|
|
||
Additional paid-in capital
|
|
170,286
|
|
|
34,089
|
|
||
Total stockholders’ equity (deficit)
|
|
41,753
|
|
|
(2,968
|
)
|
|
|
December 31,
|
||||
|
|
2014
|
|
2013
|
|
2012
|
Dollar-Based Retention Rate
|
|
96%
|
|
100%
|
|
107%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net loss
|
|
$
|
(37,786
|
)
|
|
$
|
(31,314
|
)
|
|
$
|
(19,334
|
)
|
Non-GAAP adjustments:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
(1)
|
|
6,463
|
|
|
4,415
|
|
|
2,624
|
|
|||
Stock-based compensation
(2)
|
|
6,753
|
|
|
1,949
|
|
|
464
|
|
|||
Interest expense
|
|
4,161
|
|
|
1,080
|
|
|
557
|
|
|||
Interest income and other
|
|
(245
|
)
|
|
(29
|
)
|
|
(14
|
)
|
|||
Provision for income taxes
|
|
85
|
|
|
70
|
|
|
62
|
|
|||
Change in fair value of convertible preferred and common stock warrant liabilities
|
|
(1,745
|
)
|
|
1,871
|
|
|
1,674
|
|
|||
Reversal of contingent sales tax liability
(3)
|
|
(2,766
|
)
|
|
—
|
|
|
—
|
|
|||
Accrued FCC charge
(3)
|
|
2,000
|
|
|
—
|
|
|
—
|
|
|||
Out of period adjustment for accrued federal fees
(4)
|
|
235
|
|
|
—
|
|
|
—
|
|
|||
Out of period adjustment for sales tax liability
(5)
|
|
183
|
|
|
—
|
|
|
—
|
|
|||
Adjusted EBITDA
|
|
$
|
(22,662
|
)
|
|
$
|
(21,958
|
)
|
|
$
|
(13,967
|
)
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cost of revenue
|
|
$
|
5,138
|
|
|
$
|
3,709
|
|
|
$
|
2,439
|
|
Research and development
|
|
229
|
|
|
214
|
|
|
91
|
|
|||
Sales and marketing
|
|
196
|
|
|
83
|
|
|
21
|
|
|||
General and administrative
|
|
900
|
|
|
409
|
|
|
73
|
|
|||
Total depreciation and amortization
|
|
$
|
6,463
|
|
|
$
|
4,415
|
|
|
$
|
2,624
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Revenue
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue
|
|
53
|
%
|
|
58
|
%
|
|
62
|
%
|
Gross profit
|
|
47
|
%
|
|
42
|
%
|
|
38
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|||
Research and development
|
|
21
|
%
|
|
21
|
%
|
|
21
|
%
|
Sales and marketing
|
|
36
|
%
|
|
33
|
%
|
|
26
|
%
|
General and administrative
|
|
24
|
%
|
|
22
|
%
|
|
18
|
%
|
Total operating expenses
|
|
81
|
%
|
|
76
|
%
|
|
65
|
%
|
Loss from operations
|
|
(34
|
)%
|
|
(34
|
)%
|
|
(27
|
)%
|
Other income (expense), net:
|
|
|
|
|
|
|
|||
Change in fair value of convertible preferred and common stock warrant liabilities
|
|
1
|
%
|
|
(2
|
)%
|
|
(2
|
)%
|
Interest expense
|
|
(4
|
)%
|
|
(1
|
)%
|
|
(1
|
)%
|
Interest income and other
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Total other income (expense), net
|
|
(3
|
)%
|
|
(3
|
)%
|
|
(3
|
)%
|
Loss before provision for income taxes
|
|
(37
|
)%
|
|
(37
|
)%
|
|
(30
|
)%
|
Provision for income taxes
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Net loss
|
|
(37
|
)%
|
|
(37
|
)%
|
|
(30
|
)%
|
|
|
Year Ended December 31,
|
|
|
|
|
||
|
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except percentages)
|
||||||
Revenue
|
|
$103,102
|
|
$84,132
|
|
$18,970
|
|
23%
|
|
|
Year Ended December 31,
|
|
|
|
|
||
|
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except percentages)
|
||||||
Research and development
|
|
$22,110
|
|
$17,529
|
|
$4,581
|
|
26%
|
% of Revenue
|
|
21%
|
|
21%
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
||
|
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except percentages)
|
||||||
General and administrative
|
|
$24,416
|
|
$18,053
|
|
$6,363
|
|
35%
|
% of Revenue
|
|
24%
|
|
22%
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(in thousands, except percentages)
|
|||||||||||||
Change in fair value of convertible preferred and common stock warrant liabilities
|
|
$
|
1,745
|
|
|
$
|
(1,871
|
)
|
|
$
|
3,616
|
|
|
(193
|
)%
|
Interest expense
|
|
(4,161
|
)
|
|
(1,080
|
)
|
|
(3,081
|
)
|
|
285
|
%
|
|||
Interest income and other
|
|
245
|
|
|
29
|
|
|
216
|
|
|
745
|
%
|
|||
Total other income (expense), net
|
|
$
|
(2,171
|
)
|
|
$
|
(2,922
|
)
|
|
$
|
751
|
|
|
(26
|
)%
|
% of Revenue
|
|
(3
|
)%
|
|
(3
|
)%
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
||
|
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except percentages)
|
||||||
Revenue
|
|
$84,132
|
|
$63,822
|
|
$20,310
|
|
32%
|
|
|
Year Ended December 31,
|
|
|
|
|
||
|
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except percentages)
|
||||||
Research and development
|
|
$17,529
|
|
$13,217
|
|
$4,312
|
|
33%
|
% of Revenue
|
|
21%
|
|
21%
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
||
|
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except percentages)
|
||||||
General and administrative
|
|
$18,053
|
|
$11,546
|
|
$6,507
|
|
56%
|
% of Revenue
|
|
22%
|
|
18%
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(in thousands, except percentages)
|
|||||||||||||
Change in fair value of convertible preferred and common stock warrant liabilities
|
|
$
|
(1,871
|
)
|
|
$
|
(1,674
|
)
|
|
$
|
(197
|
)
|
|
12
|
%
|
Interest expense
|
|
(1,080
|
)
|
|
(557
|
)
|
|
(523
|
)
|
|
94
|
%
|
|||
Interest income and other
|
|
29
|
|
|
14
|
|
|
15
|
|
|
107
|
%
|
|||
Total other income (expense), net
|
|
$
|
(2,922
|
)
|
|
$
|
(2,217
|
)
|
|
$
|
(705
|
)
|
|
32
|
%
|
% of Revenue
|
|
(3
|
)%
|
|
(3
|
)%
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net cash used in operating activities
|
|
$
|
(24,279
|
)
|
|
$
|
(20,959
|
)
|
|
$
|
(8,301
|
)
|
Net cash used in investing activities
|
|
(21,042
|
)
|
|
(1,021
|
)
|
|
(1,589
|
)
|
|||
Net cash provided by financing activities
|
|
85,862
|
|
|
33,767
|
|
|
10,473
|
|
|||
Net increase in cash and cash equivalents
|
|
$
|
40,541
|
|
|
$
|
11,787
|
|
|
$
|
583
|
|
•
|
persuasive evidence of an arrangement exists;
|
•
|
delivery has occurred;
|
•
|
the fee is fixed or determinable; and
|
•
|
collection is reasonably assured.
|
•
|
fixed subscription revenue is recognized on a straight-line basis over the applicable term, predominantly the monthly contractual billing period;
|
•
|
variable usage revenue is recognized as actual usage occurs. Usage revenue in subscription arrangements that include bundled usage is recognized on a straight-line basis over the applicable term, as the Company cannot reliably estimate client usage patterns; and
|
•
|
professional services revenue is recognized as services are performed using the proportional performance method, with performance measured based on labor hours, assuming all other revenue recognition criteria have been met.
|
•
|
Expected term - Represents the weighted-average period that the equity grants are expected to remain outstanding. Our computation of expected term for stock options utilizes the simplified method in accordance with the SEC Staff Accounting Bulletin No. 110 due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The mid-point between the vesting date and the expiration date is used as the expected term under this method. The expected term for options issued to non-employees is the contractual term;
|
•
|
Volatility - The volatility is based upon the historical volatility of a peer group of publicly traded companies that are similar to us in industry, size, stage of life cycle, and financial leverage. For each period, a similar peer group of publicly traded companies was used to determine expected volatility and to determine the fair value of our common stock. We did not rely on implied volatilities of traded options in our industry peers’ common stock because the volume of activity was relatively low. We intend to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of our own common stock share price becomes available, or unless circumstances change such that the identified companies are no longer similar to us, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation. Starting in November 2014, we estimate the expected volatility assumption for purchase rights under the ESPP based on the historical volatility of our common stock, as our common stock had then been publicly traded for more than six months (i.e. the expected term of the purchase rights under the ESPP);
|
•
|
Risk-free interest rate - The risk-free interest rate is based on U.S. Treasury zero-coupon issues at the time of grant with a term that approximates the expected term of the grant; and
|
•
|
Dividend yield - Assumption is based on our history of not paying dividends and no future expectations of dividend payouts.
|
|
|
Payment Due by Period
|
||||||||||||||||||
|
|
|
|
Less Than
|
|
|
|
|
|
More than
|
||||||||||
|
|
Total
|
|
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
5 Years
|
||||||||||
Notes payable
(1)
|
|
$
|
27,140
|
|
|
$
|
3,180
|
|
|
$
|
11,627
|
|
|
$
|
12,333
|
|
|
$
|
—
|
|
Revolving line of credit
(2)
|
|
12,500
|
|
|
—
|
|
|
12,500
|
|
|
—
|
|
|
—
|
|
|||||
Capital lease obligations
(3)
|
|
10,952
|
|
|
5,694
|
|
|
5,173
|
|
|
85
|
|
|
—
|
|
|||||
Operating lease obligations
(4)
|
|
6,371
|
|
|
2,147
|
|
|
3,920
|
|
|
304
|
|
|
—
|
|
|||||
Telecommunication usage
(5)
|
|
4,484
|
|
|
3,184
|
|
|
1,300
|
|
|
—
|
|
|
—
|
|
|||||
Hosting services
(6)
|
|
3,753
|
|
|
1,583
|
|
|
2,170
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
65,200
|
|
|
$
|
15,788
|
|
|
$
|
36,690
|
|
|
$
|
12,722
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
58,289
|
|
|
$
|
17,748
|
|
Short-term investments
|
|
20,000
|
|
|
—
|
|
||
Accounts receivable, net
|
|
8,335
|
|
|
6,970
|
|
||
Prepaid expenses and other current assets
|
|
1,960
|
|
|
1,651
|
|
||
Total current assets
|
|
88,584
|
|
|
26,369
|
|
||
Property and equipment, net
|
|
12,571
|
|
|
11,607
|
|
||
Intangible assets, net
|
|
2,553
|
|
|
3,065
|
|
||
Goodwill
|
|
11,798
|
|
|
11,798
|
|
||
Other assets
|
|
1,428
|
|
|
3,439
|
|
||
Total assets
|
|
$
|
116,934
|
|
|
$
|
56,278
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
4,179
|
|
|
$
|
4,306
|
|
Accrued and other current liabilities
|
|
7,318
|
|
|
5,929
|
|
||
Accrued federal fees
|
|
7,215
|
|
|
4,206
|
|
||
Sales tax liability
|
|
297
|
|
|
98
|
|
||
Notes payable
|
|
3,146
|
|
|
1,522
|
|
||
Capital leases
|
|
4,849
|
|
|
4,857
|
|
||
Deferred revenue
|
|
5,346
|
|
|
4,375
|
|
||
Total current liabilities
|
|
32,350
|
|
|
25,293
|
|
||
Revolving line of credit
|
|
12,500
|
|
|
12,500
|
|
||
Sales tax liability — less current portion
|
|
2,582
|
|
|
5,350
|
|
||
Notes payable — less current portion
|
|
22,778
|
|
|
7,095
|
|
||
Capital leases — less current portion
|
|
4,423
|
|
|
4,358
|
|
||
Convertible preferred and common stock warrant liabilities
|
|
—
|
|
|
3,935
|
|
||
Other long-term liabilities
|
|
548
|
|
|
715
|
|
||
Total liabilities
|
|
75,181
|
|
|
59,246
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
|
||||
Stockholders’ equity (deficit):
|
|
|
|
|
||||
Convertible preferred stock, $0.001 par value; no shares authorized, issued and outstanding as of December 31, 2014; 125,115 shares authorized, 122,216 shares issued and outstanding as of December 31, 2013
|
|
—
|
|
|
53,734
|
|
||
Preferred stock, $0.001 par value; 5,000 shares authorized, no shares issued and outstanding as of December 31, 2014; no shares authorized, issued and outstanding as of December 31, 2013
|
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value; 450,000 shares authorized, 49,322 shares issued and outstanding as of December 31, 2014; 200,000 shares authorized, 5,494 shares issued and outstanding as of December 31, 2013
|
|
49
|
|
|
5
|
|
||
Additional paid-in capital
|
|
170,286
|
|
|
34,089
|
|
||
Accumulated deficit
|
|
(128,582
|
)
|
|
(90,796
|
)
|
||
Total stockholders’ equity (deficit)
|
|
41,753
|
|
|
(2,968
|
)
|
||
Total liabilities and stockholders’ equity (deficit)
|
|
$
|
116,934
|
|
|
$
|
56,278
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Revenue
|
|
$
|
103,102
|
|
|
$
|
84,132
|
|
|
$
|
63,822
|
|
Cost of revenue
|
|
54,661
|
|
|
48,807
|
|
|
39,306
|
|
|||
Gross profit
|
|
48,441
|
|
|
35,325
|
|
|
24,516
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
22,110
|
|
|
17,529
|
|
|
13,217
|
|
|||
Sales and marketing
|
|
37,445
|
|
|
28,065
|
|
|
16,808
|
|
|||
General and administrative
|
|
24,416
|
|
|
18,053
|
|
|
11,546
|
|
|||
Total operating expenses
|
|
83,971
|
|
|
63,647
|
|
|
41,571
|
|
|||
Loss from operations
|
|
(35,530
|
)
|
|
(28,322
|
)
|
|
(17,055
|
)
|
|||
Other income (expense), net:
|
|
|
|
|
|
|
||||||
Change in fair value of convertible preferred and common stock warrant liabilities
|
|
1,745
|
|
|
(1,871
|
)
|
|
(1,674
|
)
|
|||
Interest expense
|
|
(4,161
|
)
|
|
(1,080
|
)
|
|
(557
|
)
|
|||
Interest income and other
|
|
245
|
|
|
29
|
|
|
14
|
|
|||
Total other income (expense), net
|
|
(2,171
|
)
|
|
(2,922
|
)
|
|
(2,217
|
)
|
|||
Loss before provision for income taxes
|
|
(37,701
|
)
|
|
(31,244
|
)
|
|
(19,272
|
)
|
|||
Provision for income taxes
|
|
85
|
|
|
70
|
|
|
62
|
|
|||
Net loss
|
|
$
|
(37,786
|
)
|
|
$
|
(31,314
|
)
|
|
$
|
(19,334
|
)
|
Net loss per share:
|
|
|
|
|
|
|
||||||
Basic and diluted
|
|
$
|
(1.00
|
)
|
|
$
|
(7.82
|
)
|
|
$
|
(5.82
|
)
|
Shares used in computing net loss per share:
|
|
|
|
|
|
|
||||||
Basic and diluted
|
|
37,604
|
|
|
4,006
|
|
|
3,321
|
|
|||
Comprehensive Loss:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(37,786
|
)
|
|
$
|
(31,314
|
)
|
|
$
|
(19,334
|
)
|
Other comprehensive income:
|
|
|
|
|
|
|
||||||
Change in unrealized gain/loss on short-term investments, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive loss
|
|
$
|
(37,786
|
)
|
|
$
|
(31,314
|
)
|
|
$
|
(19,334
|
)
|
|
|
Convertible Preferred Stock
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Deficit
|
|
Total Stockholders' Equity (Deficit)
|
||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|||||||||||||||
Balance as of December 31, 2011
|
|
94,044
|
|
|
$
|
20,065
|
|
|
2,855
|
|
|
$
|
3
|
|
|
$
|
18,888
|
|
|
$
|
(40,148
|
)
|
|
$
|
(1,192
|
)
|
Issuance of Series C-2 convertible preferred stock (net of issuance costs of $125)
|
|
12,903
|
|
|
11,875
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,875
|
|
|||||
Issuance of common stock upon exercise of stock options
|
|
—
|
|
|
—
|
|
|
649
|
|
|
1
|
|
|
119
|
|
|
—
|
|
|
120
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
464
|
|
|
—
|
|
|
464
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,334
|
)
|
|
(19,334
|
)
|
|||||
Balance as of December 31, 2012
|
|
106,947
|
|
|
31,940
|
|
|
3,504
|
|
|
4
|
|
|
19,471
|
|
|
(59,482
|
)
|
|
(8,067
|
)
|
|||||
Issuance of Series D-2 convertible preferred stock (net of issuance costs of $200)
|
|
15,269
|
|
|
21,794
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,794
|
|
|||||
Issuance of common stock and stock options to acquire Face It, Corp.
|
|
—
|
|
|
—
|
|
|
1,423
|
|
|
1
|
|
|
12,067
|
|
|
—
|
|
|
12,068
|
|
|||||
Issuance of common stock upon exercise of stock options
|
|
—
|
|
|
—
|
|
|
448
|
|
|
—
|
|
|
602
|
|
|
—
|
|
|
602
|
|
|||||
Issuance of restricted common stock
|
|
—
|
|
|
—
|
|
|
119
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,949
|
|
|
—
|
|
|
1,949
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,314
|
)
|
|
(31,314
|
)
|
|||||
Balance as of December 31, 2013
|
|
122,216
|
|
|
53,734
|
|
|
5,494
|
|
|
5
|
|
|
34,089
|
|
|
(90,796
|
)
|
|
(2,968
|
)
|
|||||
Issuance of Series A-2 convertible preferred stock upon exercise of warrants
|
|
166
|
|
|
509
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
509
|
|
|||||
Conversion of preferred stock to common stock upon IPO
|
|
(122,382
|
)
|
|
(54,243
|
)
|
|
30,595
|
|
|
31
|
|
|
54,212
|
|
|
—
|
|
|
—
|
|
|||||
Reclass of warrant liabilities to APIC upon IPO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,647
|
|
|
—
|
|
|
2,647
|
|
|||||
Initial public offering (net of issuance costs of $4,239)
|
|
—
|
|
|
—
|
|
|
11,500
|
|
|
11
|
|
|
70,615
|
|
|
—
|
|
|
70,626
|
|
|||||
Issuance of common stock upon exercise of stock options and warrants
|
|
—
|
|
|
—
|
|
|
1,556
|
|
|
2
|
|
|
1,110
|
|
|
—
|
|
|
1,112
|
|
|||||
Issuance of common stock upon vesting of restricted stock units
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of common stock under ESPP
|
|
—
|
|
|
—
|
|
|
156
|
|
|
—
|
|
|
660
|
|
|
—
|
|
|
660
|
|
|||||
Issuance of unregistered common stock
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Vesting of early exercised stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200
|
|
|
—
|
|
|
200
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,753
|
|
|
—
|
|
|
6,753
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,786
|
)
|
|
(37,786
|
)
|
|||||
Balance as of December 31, 2014
|
|
—
|
|
|
$
|
—
|
|
|
49,322
|
|
|
$
|
49
|
|
|
$
|
170,286
|
|
|
$
|
(128,582
|
)
|
|
$
|
41,753
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(37,786
|
)
|
|
$
|
(31,314
|
)
|
|
$
|
(19,334
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
6,463
|
|
|
4,415
|
|
|
2,624
|
|
|||
Provision for doubtful accounts
|
|
76
|
|
|
89
|
|
|
214
|
|
|||
Stock-based compensation
|
|
6,753
|
|
|
1,949
|
|
|
464
|
|
|||
Loss (gain) on disposal of property and equipment
|
|
1
|
|
|
(5
|
)
|
|
7
|
|
|||
Non-cash interest expense
|
|
293
|
|
|
6
|
|
|
22
|
|
|||
Changes in fair value of convertible preferred and common stock warrant liabilities
|
|
(1,745
|
)
|
|
1,871
|
|
|
1,674
|
|
|||
Accretion of discounts on short-term investments
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(1,390
|
)
|
|
(1,574
|
)
|
|
(2,125
|
)
|
|||
Prepaid expenses and other current assets
|
|
(216
|
)
|
|
(322
|
)
|
|
(350
|
)
|
|||
Other assets
|
|
(128
|
)
|
|
(136
|
)
|
|
18
|
|
|||
Accounts payable
|
|
300
|
|
|
196
|
|
|
1,988
|
|
|||
Accrued and other current liabilities
|
|
1,863
|
|
|
1,429
|
|
|
250
|
|
|||
Accrued federal fees and sales tax liability
|
|
440
|
|
|
2,325
|
|
|
4,353
|
|
|||
Deferred revenue
|
|
1,012
|
|
|
106
|
|
|
1,354
|
|
|||
Other liabilities
|
|
(208
|
)
|
|
6
|
|
|
540
|
|
|||
Net cash used in operating activities
|
|
(24,279
|
)
|
|
(20,959
|
)
|
|
(8,301
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
|
(1,025
|
)
|
|
(554
|
)
|
|
(2,680
|
)
|
|||
Cash paid to acquire Face It, Corp., net of cash acquired of $128
|
|
—
|
|
|
(2,836
|
)
|
|
—
|
|
|||
Restricted cash
|
|
(25
|
)
|
|
(121
|
)
|
|
—
|
|
|||
Purchase of short-term investments
|
|
(49,992
|
)
|
|
—
|
|
|
(2,490
|
)
|
|||
Proceeds from sale of short-term investments
|
|
30,000
|
|
|
2,490
|
|
|
3,581
|
|
|||
Net cash used in investing activities
|
|
(21,042
|
)
|
|
(1,021
|
)
|
|
(1,589
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Net proceeds from IPO, net of payments for offering costs
|
|
71,459
|
|
|
—
|
|
|
—
|
|
|||
Payments for deferred offering costs
|
|
—
|
|
|
(821
|
)
|
|
(12
|
)
|
|||
Net proceeds from issuance of convertible preferred stock
|
|
—
|
|
|
21,794
|
|
|
11,875
|
|
|||
Proceeds from exercise of common stock options and warrants
|
|
1,212
|
|
|
702
|
|
|
120
|
|
|||
Proceeds from sale of common stock under ESPP
|
|
660
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from notes payable
|
|
19,536
|
|
|
5,000
|
|
|
—
|
|
|||
Repayments of notes payable
|
|
(1,556
|
)
|
|
(810
|
)
|
|
(743
|
)
|
|||
Payments of capital leases
|
|
(5,449
|
)
|
|
(4,598
|
)
|
|
(2,185
|
)
|
|||
Proceeds from equipment financing
|
|
—
|
|
|
—
|
|
|
1,418
|
|
|||
Proceeds from revolving line of credit
|
|
—
|
|
|
18,500
|
|
|
—
|
|
|||
Repayments on revolving line of credit
|
|
—
|
|
|
(6,000
|
)
|
|
—
|
|
|||
Net cash provided by financing activities
|
|
85,862
|
|
|
33,767
|
|
|
10,473
|
|
|||
Net increase in cash and cash equivalents
|
|
40,541
|
|
|
11,787
|
|
|
583
|
|
|||
Cash and cash equivalents:
|
|
|
|
|
|
|
||||||
Beginning of period
|
|
17,748
|
|
|
5,961
|
|
|
5,378
|
|
|||
End of period
|
|
$
|
58,289
|
|
|
$
|
17,748
|
|
|
$
|
5,961
|
|
Supplemental disclosures of cash flow data:
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
3,869
|
|
|
$
|
1,088
|
|
|
$
|
501
|
|
Cash paid for income taxes
|
|
46
|
|
|
132
|
|
|
89
|
|
|||
Non-cash investing and financing activities:
|
|
|
|
|
|
|
||||||
Equipment obtained under capital lease
|
|
$
|
5,886
|
|
|
$
|
4,747
|
|
|
$
|
5,455
|
|
Equipment purchased and unpaid at period-end
|
|
11
|
|
|
10
|
|
|
933
|
|
|||
Deferred IPO costs incurred but unpaid at period-end
|
|
—
|
|
|
1,346
|
|
|
—
|
|
|||
Reclass of deferred IPO costs to additional paid-in capital
|
|
2,179
|
|
|
—
|
|
|
—
|
|
|||
Net cashless exercise of preferred stock warrants to Series A-2 convertible preferred stock
|
|
509
|
|
|
—
|
|
|
—
|
|
|||
Vesting of early exercised stock options
|
|
200
|
|
|
—
|
|
|
—
|
|
|||
Reclass of warrants liabilities to additional paid-in capital upon IPO
|
|
2,647
|
|
|
—
|
|
|
—
|
|
|||
Conversion of convertible preferred stock to common stock upon IPO
|
|
54,243
|
|
|
—
|
|
|
—
|
|
|||
Conversion of accrued federal fees to note payable, net
|
|
—
|
|
|
4,075
|
|
|
—
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance, beginning of period
|
|
$
|
42
|
|
|
$
|
54
|
|
|
$
|
23
|
|
Add: bad debt expense
|
|
76
|
|
|
89
|
|
|
214
|
|
|||
Less: write-offs, net of recoveries
|
|
(53
|
)
|
|
(101
|
)
|
|
(183
|
)
|
|||
Balance, end of period
|
|
$
|
65
|
|
|
$
|
42
|
|
|
$
|
54
|
|
Asset Category
|
|
Estimated Useful Lives
|
Computer and network equipment
|
|
3 years
|
Computer software
|
|
3 years
|
Development costs
|
|
1 to 5 years
|
Furniture and fixtures
|
|
7 years
|
Leasehold improvements
|
|
Shorter of useful life or lease term
|
•
|
persuasive evidence of an arrangement exists;
|
•
|
delivery has occurred;
|
•
|
the fee is fixed or determinable; and
|
•
|
collection is reasonably assured.
|
•
|
fixed subscription revenue is recognized on a straight-line basis over the applicable term, predominantly the monthly contractual billing period;
|
•
|
variable usage revenue is recognized as actual usage occurs. Usage revenue in subscription arrangements that include bundled usage is recognized on a straight-line basis over the applicable term, as the Company cannot reliably estimate client usage patterns; and
|
•
|
professional services revenue is recognized as services are performed using the proportional performance method, with performance measured based on labor hours, assuming all other revenue recognition criteria have been met.
|
|
|
As of October 18, 2013
|
||
Tangible assets acquired
|
|
$
|
177
|
|
Intangible assets:
|
|
|
||
Developed technology
|
|
2,460
|
|
|
Customer relationships
|
|
520
|
|
|
Domain names
|
|
50
|
|
|
Non-compete agreements
|
|
140
|
|
|
Goodwill
|
|
11,798
|
|
|
Current liabilities
|
|
(113
|
)
|
|
Total purchase price
|
|
$
|
15,032
|
|
Intangible Type
|
|
Valuation Technique
|
|
Useful Life
|
Developed technology
|
|
Excess earnings method
|
|
7 years
|
Customer relationships
|
|
Cost approach
|
|
5 years
|
Domain names
|
|
Relief from royalty method
|
|
5 years
|
Non-compete agreements
|
|
Modified discounted cash flow
|
|
3 years
|
|
|
December 31, 2014
|
|
|
||||||||
|
|
Total
|
|
Level 1
|
|
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Short-term investments:
|
|
|
|
|
|
|
||||||
U.S. Treasury bills
|
|
$
|
20,000
|
|
|
$
|
20,000
|
|
|
|
||
|
|
|
|
|
|
|
||||||
|
|
December 31, 2013
|
||||||||||
|
|
Total
|
|
Level 1
|
|
Level 3
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Cash equivalents:
|
|
|
|
|
|
|
||||||
Money market funds
|
|
$
|
738
|
|
|
$
|
738
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
||||||
Convertible preferred stock warrant liability
|
|
3,935
|
|
|
—
|
|
|
3,935
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance as of beginning of period
|
|
$
|
3,935
|
|
|
$
|
1,979
|
|
|
$
|
305
|
|
Changes in fair value of convertible preferred stock warrants
|
|
(1,233
|
)
|
|
1,871
|
|
|
1,674
|
|
|||
Issuance of Series D-2 convertible preferred stock warrants in connection with debt agreement
|
|
—
|
|
|
85
|
|
|
—
|
|
|||
Exercise of Series A-2 convertible preferred stock warrants
|
|
(509
|
)
|
|
—
|
|
|
—
|
|
|||
Issuance of common stock warrants in connection with debt agreement
|
|
966
|
|
|
—
|
|
|
—
|
|
|||
Changes in fair value of common stock warrants
|
|
(512
|
)
|
|
—
|
|
|
—
|
|
|||
Reclassified to additional paid-in capital
|
|
(2,647
|
)
|
|
—
|
|
|
—
|
|
|||
Balance as of end of period
|
|
$
|
—
|
|
|
$
|
3,935
|
|
|
$
|
1,979
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Cash and cash equivalents:
|
|
|
|
|
||||
Cash
|
|
$
|
58,289
|
|
|
$
|
17,010
|
|
Money market funds
|
|
—
|
|
|
738
|
|
||
Total cash and cash equivalents
|
|
$
|
58,289
|
|
|
$
|
17,748
|
|
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Aggregate Fair Value
|
||||||||
U.S. Treasury bills
|
|
$
|
20,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,000
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Trade accounts receivable
|
|
$
|
7,482
|
|
|
$
|
6,430
|
|
Unbilled trade accounts receivable, net of advance client deposits
|
|
918
|
|
|
582
|
|
||
Allowance for doubtful accounts
|
|
(65
|
)
|
|
(42
|
)
|
||
Accounts receivable, net
|
|
$
|
8,335
|
|
|
$
|
6,970
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Computer and network equipment
|
|
$
|
24,292
|
|
|
$
|
18,851
|
|
Computer software
|
|
2,264
|
|
|
1,550
|
|
||
Development costs
|
|
—
|
|
|
285
|
|
||
Furniture and fixtures
|
|
1,030
|
|
|
792
|
|
||
Leasehold improvements
|
|
611
|
|
|
539
|
|
||
Property and equipment
|
|
28,197
|
|
|
22,017
|
|
||
Accumulated depreciation and amortization
|
|
(15,626
|
)
|
|
(10,410
|
)
|
||
Property and equipment, net
|
|
$
|
12,571
|
|
|
$
|
11,607
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Gross
|
|
$
|
21,025
|
|
|
$
|
15,123
|
|
Less: accumulated depreciation and amortization
|
|
(10,609
|
)
|
|
(5,591
|
)
|
||
Total
|
|
$
|
10,416
|
|
|
$
|
9,532
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Accrued expenses
|
|
$
|
2,240
|
|
|
$
|
2,453
|
|
Accrued compensation and benefits
|
|
5,078
|
|
|
3,476
|
|
||
Accrued and other current liabilities
|
|
$
|
7,318
|
|
|
$
|
5,929
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
|
Gross Carrying Amount
|
|
Accumulated
Amortization |
|
Net
Carrying
Amount |
|
Gross
Carrying Amount
|
|
Accumulated
Amortization |
|
Net
Carrying
Amount |
||||||||||||
Developed technology
|
|
$
|
2,460
|
|
|
$
|
(423
|
)
|
|
$
|
2,037
|
|
|
$
|
2,460
|
|
|
$
|
(72
|
)
|
|
$
|
2,388
|
|
Customer relationships
|
|
520
|
|
|
(125
|
)
|
|
395
|
|
|
520
|
|
|
(21
|
)
|
|
499
|
|
||||||
Domain names
|
|
50
|
|
|
(12
|
)
|
|
38
|
|
|
50
|
|
|
(2
|
)
|
|
48
|
|
||||||
Non-compete agreements
|
|
140
|
|
|
(57
|
)
|
|
83
|
|
|
140
|
|
|
(10
|
)
|
|
130
|
|
||||||
Total
|
|
$
|
3,170
|
|
|
$
|
(617
|
)
|
|
$
|
2,553
|
|
|
$
|
3,170
|
|
|
$
|
(105
|
)
|
|
$
|
3,065
|
|
Period
|
|
Expected Future Amortization Expense
|
||
2015
|
|
$
|
512
|
|
2016
|
|
503
|
|
|
2017
|
|
465
|
|
|
2018
|
|
442
|
|
|
2019
|
|
351
|
|
|
2020
|
|
280
|
|
|
Total
|
|
$
|
2,553
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Term loan under 2014 Loan and Security Agreement
|
|
$
|
20,000
|
|
|
$
|
—
|
|
Term loan under 2013 Loan and Security Agreement
|
|
4,500
|
|
|
5,000
|
|
||
Promissory note to USAC
|
|
2,640
|
|
|
3,695
|
|
||
Revolving line of credit, non-current
|
|
12,500
|
|
|
12,500
|
|
||
Total debt
|
|
39,640
|
|
|
21,195
|
|
||
Less discount
|
|
(1,216
|
)
|
|
(78
|
)
|
||
Total debt, net carrying value
|
|
$
|
38,424
|
|
|
$
|
21,117
|
|
Less current portion of debt
|
|
(3,146
|
)
|
|
(1,522
|
)
|
||
Total debt, less current portion
|
|
35,278
|
|
|
19,595
|
|
Period
|
|
Amount to Mature
|
||
2015
|
|
$
|
3,180
|
|
2016
|
|
19,507
|
|
|
2017
|
|
4,620
|
|
|
2018
|
|
4,000
|
|
|
2019
|
|
8,333
|
|
|
Total
|
|
$
|
39,640
|
|
Expiration Date
|
|
Exercise Price
|
|
Warrants Outstanding at December 31, 2014
|
|||
February 2020
|
|
$
|
0.65
|
|
|
131
|
|
June 2020
|
|
$
|
0.65
|
|
|
38
|
|
October 2023
|
|
$
|
5.76
|
|
|
13
|
|
February 2024
|
|
$
|
10.12
|
|
|
178
|
|
Total
|
|
|
|
360
|
|
|
|
Series A-2 Convertible Preferred Stock Warrant
|
|
Series D-2 Convertible Preferred Stock Warrant
|
|
Common Stock Warrant
|
|||||||||||||||
|
|
(1)
|
|
(1)
|
|
|
|||||||||||||||
|
|
Shares
|
|
Weighted
Average Exercise Price |
|
Shares
|
|
Weighted
Average Exercise Price |
|
Shares
|
|
Weighted
Average Exercise Price |
|||||||||
Outstanding as of December 31, 2013
|
|
1,511
|
|
|
$
|
0.16
|
|
|
52
|
|
|
$
|
1.44
|
|
|
—
|
|
|
$
|
—
|
|
Issued
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
178
|
|
(2)
|
10.12
|
|
|||
Exercised
|
|
(176
|
)
|
(3)
|
0.16
|
|
|
—
|
|
|
—
|
|
|
(165
|
)
|
(4)
|
0.65
|
|
|||
Converted into common stock warrant upon IPO
(5)
|
|
(1,335
|
)
|
|
0.16
|
|
|
(52
|
)
|
|
1.44
|
|
|
347
|
|
|
0.84
|
|
|||
Outstanding as of December 31, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
360
|
|
|
$
|
5.59
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2014
|
|
Stock options outstanding
|
|
7,164
|
|
Restricted stock units outstanding
|
|
1,370
|
|
Shares available for future grant under 2014 Plan
|
|
3,394
|
|
Shares available for future issuance under ESPP
|
|
724
|
|
Common stock warrants outstanding
|
|
360
|
|
Total shares of common stock reserved
|
|
13,012
|
|
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value Per Share
|
|||
Outstanding as of December 31, 2013
|
|
—
|
|
|
$
|
—
|
|
RSUs granted
|
|
1,399
|
|
|
5.23
|
|
|
RSUs vested and released
|
|
(15
|
)
|
|
6.33
|
|
|
RSUs forfeited
|
|
(14
|
)
|
|
5.59
|
|
|
Outstanding as of December 31, 2014
|
|
1,370
|
|
|
$
|
5.21
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cost of revenue
|
|
$
|
542
|
|
|
$
|
194
|
|
|
$
|
60
|
|
Research and development
|
|
1,931
|
|
|
499
|
|
|
154
|
|
|||
Sales and marketing
|
|
1,510
|
|
|
751
|
|
|
112
|
|
|||
General and administrative
|
|
2,770
|
|
|
505
|
|
|
138
|
|
|||
Total stock-based compensation
|
|
$
|
6,753
|
|
|
$
|
1,949
|
|
|
$
|
464
|
|
|
|
Stock Option
|
|
RSU
|
|
ESPP
|
||||||
Unrecognized stock-based compensation expense
|
|
$
|
10,845
|
|
|
$
|
5,234
|
|
|
$
|
393
|
|
Weighted-average amortization period
|
|
2.9 years
|
|
|
3.4 years
|
|
|
0.4 years
|
|
Stock Options
|
|
Year Ended December 31,
|
||||
|
|
2014
|
|
2013
|
|
2012
|
Expected term (years)
|
|
6.1
|
|
6.0
|
|
6.1
|
Volatility
|
|
55%
|
|
60%
|
|
60%
|
Risk-free interest rate
|
|
1.8%
|
|
1.5%
|
|
1.0%
|
Dividend yield
|
|
—
|
|
—
|
|
—
|
ESPP
|
|
Granted In
|
|
|
||
|
|
April 2014
|
|
November 2014
|
|
|
Expected term (years)
|
|
0.8
|
|
0.5
|
|
|
Volatility
|
|
39%
|
|
56%
|
|
|
Risk-free interest rate
|
|
0.1%
|
|
0.1%
|
|
|
Dividend yield
|
|
—
|
|
—
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net loss
|
|
$
|
(37,786
|
)
|
|
$
|
(31,314
|
)
|
|
$
|
(19,334
|
)
|
Weighted-average shares used in computing basic and diluted net loss per share
|
|
37,604
|
|
|
4,006
|
|
|
3,321
|
|
|||
Basic and diluted net loss per share
|
|
$
|
(1.00
|
)
|
|
$
|
(7.82
|
)
|
|
$
|
(5.82
|
)
|
|
|
December 31,
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Convertible preferred stock (on an as converted post reverse stock split basis)
|
|
—
|
|
|
30,554
|
|
|
26,737
|
|
Stock options
|
|
7,164
|
|
|
7,633
|
|
|
5,534
|
|
Restricted stock units
|
|
1,370
|
|
|
—
|
|
|
—
|
|
ESPP
|
|
192
|
|
|
—
|
|
|
—
|
|
Common stock warrants
|
|
360
|
|
|
—
|
|
|
—
|
|
Convertible preferred stock warrants (on an as converted post reverse stock split basis)
|
|
—
|
|
|
391
|
|
|
378
|
|
Common stock subject to repurchase or forfeiture
|
|
59
|
|
|
134
|
|
|
—
|
|
Total
|
|
9,145
|
|
|
38,712
|
|
|
32,649
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Domestic
|
|
$
|
(37,657
|
)
|
|
$
|
(31,628
|
)
|
|
$
|
(19,493
|
)
|
Foreign
|
|
(44
|
)
|
|
384
|
|
|
221
|
|
|||
Loss before provision for income taxes
|
|
$
|
(37,701
|
)
|
|
$
|
(31,244
|
)
|
|
$
|
(19,272
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current:
|
|
|
|
|
|
|
||||||
U.S. State
|
|
$
|
12
|
|
|
$
|
9
|
|
|
$
|
8
|
|
Foreign
|
|
73
|
|
|
61
|
|
|
54
|
|
|||
Total provision for income taxes
|
|
$
|
85
|
|
|
$
|
70
|
|
|
$
|
62
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Federal tax at statutory rate
|
|
$
|
(12,818
|
)
|
|
$
|
(10,623
|
)
|
|
$
|
(6,552
|
)
|
U.S. state income taxes, net of federal benefit
|
|
(1,098
|
)
|
|
(786
|
)
|
|
(191
|
)
|
|||
Non-deductible expenses
|
|
420
|
|
|
1,383
|
|
|
670
|
|
|||
Research and development credit
|
|
(455
|
)
|
|
(339
|
)
|
|
(56
|
)
|
|||
Stock-based compensation
|
|
746
|
|
|
444
|
|
|
126
|
|
|||
Other
|
|
(72
|
)
|
|
(586
|
)
|
|
(58
|
)
|
|||
Change in valuation allowance
|
|
13,362
|
|
|
10,577
|
|
|
6,123
|
|
|||
Total provision for income taxes
|
|
$
|
85
|
|
|
$
|
70
|
|
|
$
|
62
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating loss and credit carryforwards
|
|
$
|
39,211
|
|
|
$
|
26,076
|
|
Accrued liabilities
|
|
4,308
|
|
|
4,690
|
|
||
Allowance for doubtful accounts
|
|
256
|
|
|
98
|
|
||
Compensation accruals
|
|
626
|
|
|
439
|
|
||
Intangibles
|
|
23
|
|
|
27
|
|
||
Gross deferred tax assets
|
|
44,424
|
|
|
31,330
|
|
||
Valuation allowance
|
|
(43,203
|
)
|
|
(29,841
|
)
|
||
Net deferred tax assets
|
|
1,221
|
|
|
1,489
|
|
||
Deferred tax liability:
|
|
|
|
|
||||
Property and equipment
|
|
(278
|
)
|
|
(370
|
)
|
||
Amortized intangibles
|
|
(943
|
)
|
|
(1,119
|
)
|
||
Gross deferred tax liability
|
|
(1,221
|
)
|
|
(1,489
|
)
|
||
Net deferred taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Unrecognized benefit — beginning of period
|
|
$
|
1,455
|
|
|
$
|
1,075
|
|
|
$
|
994
|
|
Gross increases — current year tax positions
|
|
532
|
|
|
382
|
|
|
91
|
|
|||
Gross decreases — prior year tax positions
|
|
(12
|
)
|
|
(2
|
)
|
|
(10
|
)
|
|||
Unrecognized benefit — end of period
|
|
$
|
1,975
|
|
|
$
|
1,455
|
|
|
$
|
1,075
|
|
Year ending December 31,
|
|
Capital Leases
|
|
Operating Leases
|
||||
2015
|
|
$
|
5,694
|
|
|
$
|
2,147
|
|
2016
|
|
3,765
|
|
|
2,043
|
|
||
2017
|
|
1,408
|
|
|
1,877
|
|
||
2018
|
|
85
|
|
|
304
|
|
||
Total future minimum lease payment
|
|
$
|
10,952
|
|
|
$
|
6,371
|
|
Less — amount representing interest
|
|
(1,680
|
)
|
|
|
|||
Present value of total capital lease obligation
|
|
$
|
9,272
|
|
|
|
||
Capital lease obligation — current portion
|
|
4,849
|
|
|
|
|||
Capital lease obligation — net of current portion
|
|
4,423
|
|
|
|
Year ending December 31,
|
|
Hosting Services
|
|
Telecommunication Usage Services
|
||||
2015
|
|
$
|
1,583
|
|
|
$
|
3,184
|
|
2016
|
|
1,446
|
|
|
1,218
|
|
||
2017
|
|
724
|
|
|
82
|
|
||
Total future minimum lease payment
|
|
$
|
3,753
|
|
|
$
|
4,484
|
|
|
|
December 31,
|
|
|
||||||
|
|
2014
|
|
2013
|
|
|
||||
United States
|
|
$
|
10,625
|
|
|
$
|
11,079
|
|
|
|
International
|
|
1,946
|
|
|
528
|
|
|
|
||
Property and equipment, net
|
|
$
|
12,571
|
|
|
$
|
11,607
|
|
|
|
|
|
Quarter Ended
|
||||||||||||||||||||||||||||||
|
|
Dec. 31,
2014
(1)
|
|
Sept. 30,
2014
(2)
|
|
Jun. 30,
2014
(3)
|
|
Mar. 31,
2014
|
|
Dec. 31,
2013
|
|
Sept. 30,
2013
|
|
Jun. 30,
2013
|
|
Mar. 31,
2013
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
(unaudited, in thousands, except per share data)
|
||||||||||||||||||||||||||||||
Revenue
|
|
$
|
28,274
|
|
|
$
|
25,869
|
|
|
$
|
24,685
|
|
|
$
|
24,274
|
|
|
$
|
23,643
|
|
|
$
|
21,091
|
|
|
$
|
20,283
|
|
|
$
|
19,115
|
|
Cost of revenue
(4)(5)
|
|
14,540
|
|
|
13,504
|
|
|
13,469
|
|
|
13,148
|
|
|
12,646
|
|
|
12,265
|
|
|
12,215
|
|
|
11,681
|
|
||||||||
Gross profit
|
|
13,734
|
|
|
12,365
|
|
|
11,216
|
|
|
11,126
|
|
|
10,997
|
|
|
8,826
|
|
|
8,068
|
|
|
7,434
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Research and development
(4)(5)
|
|
5,828
|
|
|
5,503
|
|
|
5,554
|
|
|
5,225
|
|
|
4,850
|
|
|
4,419
|
|
|
4,106
|
|
|
4,154
|
|
||||||||
Sales and marketing
(4)(5)
|
|
9,453
|
|
|
9,296
|
|
|
9,674
|
|
|
9,022
|
|
|
7,727
|
|
|
6,964
|
|
|
7,227
|
|
|
6,147
|
|
||||||||
General and administrative
(4)(5)
|
|
6,763
|
|
|
7,967
|
|
|
3,515
|
|
|
6,171
|
|
|
5,953
|
|
|
4,223
|
|
|
4,052
|
|
|
3,825
|
|
||||||||
Total operating expenses
|
|
22,044
|
|
|
22,766
|
|
|
18,743
|
|
|
20,418
|
|
|
18,530
|
|
|
15,606
|
|
|
15,385
|
|
|
14,126
|
|
||||||||
Loss from operations
|
|
(8,310
|
)
|
|
(10,401
|
)
|
|
(7,527
|
)
|
|
(9,292
|
)
|
|
(7,533
|
)
|
|
(6,780
|
)
|
|
(7,317
|
)
|
|
(6,692
|
)
|
||||||||
Other income (expense), net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Change in fair value of convertible preferred and common stock warrant liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,745
|
|
|
(694
|
)
|
|
(622
|
)
|
|
(785
|
)
|
|
230
|
|
||||||||
Interest expense
|
|
(1,175
|
)
|
|
(1,116
|
)
|
|
(1,092
|
)
|
|
(778
|
)
|
|
(414
|
)
|
|
(273
|
)
|
|
(215
|
)
|
|
(178
|
)
|
||||||||
Interest income and other
|
|
146
|
|
|
95
|
|
|
(28
|
)
|
|
32
|
|
|
10
|
|
|
(15
|
)
|
|
32
|
|
|
2
|
|
||||||||
Total other income (expense), net
|
|
(1,029
|
)
|
|
(1,021
|
)
|
|
(1,120
|
)
|
|
999
|
|
|
(1,098
|
)
|
|
(910
|
)
|
|
(968
|
)
|
|
54
|
|
||||||||
Loss before provision for income taxes
|
|
(9,339
|
)
|
|
(11,422
|
)
|
|
(8,647
|
)
|
|
(8,293
|
)
|
|
(8,631
|
)
|
|
(7,690
|
)
|
|
(8,285
|
)
|
|
(6,638
|
)
|
||||||||
Provision for income taxes
|
|
33
|
|
|
13
|
|
|
12
|
|
|
27
|
|
|
1
|
|
|
45
|
|
|
5
|
|
|
19
|
|
||||||||
Net loss
|
|
$
|
(9,372
|
)
|
|
$
|
(11,435
|
)
|
|
$
|
(8,659
|
)
|
|
$
|
(8,320
|
)
|
|
$
|
(8,632
|
)
|
|
$
|
(7,735
|
)
|
|
$
|
(8,290
|
)
|
|
$
|
(6,657
|
)
|
Net loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic and diluted
|
|
$
|
(0.19
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(1.48
|
)
|
|
$
|
(1.72
|
)
|
|
$
|
(2.05
|
)
|
|
$
|
(2.25
|
)
|
|
$
|
(1.88
|
)
|
Shares used in computing net loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic and diluted
|
|
49,003
|
|
|
48,310
|
|
|
46,898
|
|
|
5,608
|
|
|
5,013
|
|
|
3,779
|
|
|
3,684
|
|
|
3,536
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
||||||||||||||||||||||||||||||
|
|
Dec. 31,
2014
|
|
Sept. 30,
2014
|
|
Jun. 30,
2014
|
|
Mar. 31,
2014
|
|
Dec. 31,
2013
|
|
Sept. 30,
2013
|
|
Jun. 30,
2013
|
|
Mar. 31,
2013
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
(unaudited, in thousands)
|
||||||||||||||||||||||||||||||
Cost of revenue
|
|
$
|
176
|
|
|
$
|
158
|
|
|
$
|
121
|
|
|
$
|
87
|
|
|
$
|
67
|
|
|
$
|
51
|
|
|
$
|
44
|
|
|
$
|
32
|
|
Research and development
|
|
527
|
|
|
583
|
|
|
471
|
|
|
350
|
|
|
261
|
|
|
136
|
|
|
49
|
|
|
53
|
|
||||||||
Sales and marketing
|
|
455
|
|
|
361
|
|
|
368
|
|
|
326
|
|
|
330
|
|
|
182
|
|
|
134
|
|
|
105
|
|
||||||||
General and administrative
|
|
799
|
|
|
775
|
|
|
763
|
|
|
433
|
|
|
265
|
|
|
89
|
|
|
77
|
|
|
74
|
|
||||||||
Total stock-based compensation
|
|
$
|
1,957
|
|
|
$
|
1,877
|
|
|
$
|
1,723
|
|
|
$
|
1,196
|
|
|
$
|
923
|
|
|
$
|
458
|
|
|
$
|
304
|
|
|
$
|
264
|
|
|
|
Quarter Ended
|
||||||||||||||||||||||||||||||
|
|
Dec. 31,
2014
|
|
Sept. 30,
2014
|
|
Jun. 30,
2014
|
|
Mar. 31,
2014
|
|
Dec. 31,
2013
|
|
Sept. 30,
2013
|
|
Jun. 30,
2013
|
|
Mar. 31,
2013
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
(unaudited, in thousands)
|
||||||||||||||||||||||||||||||
Cost of revenue
|
|
$
|
1,291
|
|
|
$
|
1,272
|
|
|
$
|
1,373
|
|
|
$
|
1,202
|
|
|
$
|
1,200
|
|
|
$
|
900
|
|
|
$
|
752
|
|
|
$
|
857
|
|
Research and development
|
|
75
|
|
|
58
|
|
|
50
|
|
|
46
|
|
|
59
|
|
|
57
|
|
|
54
|
|
|
44
|
|
||||||||
Sales and marketing
|
|
50
|
|
|
50
|
|
|
48
|
|
|
48
|
|
|
41
|
|
|
17
|
|
|
14
|
|
|
11
|
|
||||||||
General and administrative
|
|
189
|
|
|
187
|
|
|
228
|
|
|
296
|
|
|
213
|
|
|
89
|
|
|
61
|
|
|
46
|
|
||||||||
Total depreciation and amortization
|
|
$
|
1,605
|
|
|
$
|
1,567
|
|
|
$
|
1,699
|
|
|
$
|
1,592
|
|
|
$
|
1,513
|
|
|
$
|
1,063
|
|
|
$
|
881
|
|
|
$
|
958
|
|
|
||
|
||
|
||
|
||
|
||
|
Exhibit Number
|
|
Description
|
|
|
|
3.1
Ø
|
|
Amended and Restated Certificate of Incorporation of Five9, Inc. (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 10, 2014 (File No. 001-36383) and incorporated by reference herein).
|
3.2
Ø
|
|
Amended and Restated Bylaws of Five9, Inc. (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 10, 2014 (File No. 001-36383) and incorporated by reference herein).
|
4.1
Ø
|
|
Form of Common Stock Certificate (filed as Exhibit 4.1 to Amendment No.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 24, 2014 (File No. 333-194258) and incorporated by reference herein).
|
4.2
Ø
|
|
Eighth Amended and Restated Stockholders’ Agreement, dated October 28, 2013, among the Registrant and certain holders of its capital stock, as amended by the First Amendment dated December 20, 2013 and the Second Amendment dated December 30, 2013 (filed as Exhibit 4.2 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 24, 2014 (File No. 333-194258) and incorporated by reference herein).
|
4.3
Ø
|
|
Joinder to the Eighth Amended and Restated Stockholders' Agreement, dated April 1, 2014 (filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2014 (File No. 001-36383) and incorporated by reference herein).
|
4.4
Ø
|
|
Third Amendment to Eighth Amended and Restated Stockholders’ Agreement, dated April 15, 2014 (filed as Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2014 (File No. 001-36383) and incorporated by reference herein).
|
4.5
Ø
|
|
Form of Warrant to purchase shares of series A-2 preferred stock (filed as Exhibit 4.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 3, 2014 (File No. 333-194258) and incorporated by reference herein).
|
Exhibit Number
|
|
Description
|
|
|
|
4.6
Ø
|
|
Warrant to purchase shares of series D-2 preferred stock issued to City National Bank (filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 3, 2014 (File No. 333-194258) and incorporated by reference herein).
|
4.7
Ø
|
|
Form of Warrant to purchase shares of common stock (filed as Exhibit 4.5 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 3, 2014 (File No. 333-194258) and incorporated by reference herein).
|
4.8
Ø
|
|
Form of Warrant to purchase shares of common stock issued to Fifth Street Finance Corp. and Fifth Street Mezzanine Partners V, L.P. (filed as Exhibit 4.6 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 3, 2014 (File No. 333-194258) and incorporated by reference herein).
|
10.1+
Ø
|
|
Form of Indemnification Agreement between the Registrant and each of its directors and executive officers (filed as Exhibit 10.1 to Amendment No.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 24, 2014 (File No. 333-194258) and incorporated by reference herein).
|
10.2+
Ø
|
|
Employment Agreement between the Registrant and Michael Burkland (filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 3, 2014 (File No. 333-194258) and incorporated by reference herein).
|
10.3+
Ø
|
|
Confirmation Letter between the Registrant and Barry Zwarenstein (filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 3, 2014 (File No. 333-194258) and incorporated by reference herein).
|
10.4+
Ø
|
|
Offer Letter between the Registrant and Dan Burkland and amendment (filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 3, 2014 (File No. 333-194258) and incorporated by reference herein).
|
10.5+
Ø
|
|
Offer Letter between the Registrant and David Milam (filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 3, 2014 (File No. 333-194258) and incorporated by reference herein).
|
10.6+
Ø
|
|
Offer Letter between the Registrant and Moni Manor (filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 3, 2014 (File No. 333-194258) and incorporated by reference herein).
|
10.7+
|
|
Offer Letter between the Registrant and Scott Welch.
|
10.8+
Ø
|
|
Five9, Inc. Amended and Restated 2004 Equity Incentive Plan (filed as Exhibit 10.8 to Amendment No.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on April 3, 2014 (File No. 333-194258) and incorporated by reference herein).
|
10.9+
Ø
|
|
Amendment to Five9, Inc. Amended and Restated 2004 Equity Incentive Plan, effective March 6, 2014 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2014 (File No. 001-36383) and incorporated by reference herein).
|
10.10+
Ø
|
|
Five9, Inc. 2014 Equity Incentive Plan and related form agreements (filed as Exhibit 10.9 to Amendment No.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 24, 2014 (File No. 333-194258) and incorporated by reference herein).
|
10.11+
Ø
|
|
Five9, Inc. 2014 Employee Stock Purchase Plan Five9, Inc. 2014 Equity Incentive Plan and related form agreements (filed as Exhibit 10.10 to Amendment No.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 24, 2014 (File No. 333-194258) and incorporated by reference herein).
|
10.12+
Ø
|
|
2013 Bonus Plan (filed as Exhibit 10.11 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 3, 2014 (File No. 333-194258) and incorporated by reference herein).
|
10.13+
Ø
|
|
Key Employee Severance Benefit Plan (filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 3, 2014 (File No. 333-194258) and incorporated by reference herein).
|
10.14+
|
|
2015 Executive Bonus Plan.
|
10.15
Ø
|
|
Office Lease for Bishop Ranch Building, dated December 16, 2011, between the Registrant and Alexander Properties Company and First Lease Addendum dated October 24, 2012 (filed as Exhibit 10.13 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 24, 2014 (File No. 333-194258) and incorporated by reference herein).
|
Exhibit Number
|
|
Description
|
|
|
|
10.16
Ø
|
|
Second Lease Addendum for Bishop Ranch Building, dated January 23, 2014, between the Registrant and Alexander Properties Company- (filed as Exhibit 10.14 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 3, 2014 (File No. 333-194258) and incorporated by reference herein).
|
10.17
Ø
|
|
Loan and Security Agreement, dated March 8, 2013, by and between the Registrant and City National Bank (filed as Exhibit 10.15 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 3, 2014 (File No. 333-194258) and incorporated by reference herein).
|
10.18
Ø
|
|
First Amendment to Loan and Security Agreement, dated as of October 18, 2013, by and between the Registrant and City National Bank (filed as Exhibit 10.16 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 3, 2014 (File No. 333-194258) and incorporated by reference herein).
|
10.19
Ø
|
|
Consent and Second Amendment to Loan and Security Agreement, dated as of February 20, 2014, by and between the Registrant and City National Bank (filed as Exhibit 10.17 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 3, 2014 (File No. 333-194258) and incorporated by reference herein).
|
10.20
Ø
|
|
Third Amendment to Loan and Security Agreement, dated December 16, 2014, by and between Five9, Inc. and City National Bank (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 18, 2014 (File No. 001-36383) and incorporated by reference herein).
|
10.21
Ø
|
|
Loan and Security Agreement, dated as of February 20, 2014, by and among the Registrant, Five9 Acquisition LLC, Fifth Street Finance Corp. and Fifth Street Mezzanine Partners V, L.P. as lenders, and Fifth Street Finance Corp. as agent (filed as Exhibit 10.18 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 3, 2014 (File No. 333-194258) and incorporated by reference herein).
|
10.22
Ø
|
|
First Amendment to Loan and Security Agreement, dated December 16, 2014, by and between Five9, Inc., Five9 Acquisition LLC, Fifth Street Finance Corp. and Fifth Street Mezzanine Partners V, L.P. (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 18, 2014 (File No. 001-36383) and incorporated by reference herein).
|
10.23
Ø
|
|
Equipment Lease Agreement, dated October 27, 2011, between the Registrant and Cisco Systems Capital Corporation (filed as Exhibit 10.19 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 3, 2014 (File No. 333-194258) and incorporated by reference herein).
|
10.24
Ø
|
|
Equipment Lease Agreement, dated November 8, 2012, between the Registrant and Winmark Capital Corporation (filed as Exhibit 10.20 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 3, 2014 (File No. 333-194258) and incorporated by reference herein).
|
10.25§
Ø
|
|
Master Space Agreement, dated November 1, 2012, between the Registrant and Quality Investment Properties Metro, LLC (filed as Exhibit 10.23 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 3, 2014 (File No. 333-194258) and incorporated by reference herein).
|
10.26§
Ø
|
|
Addendum to Master Space Agreement, dated January 2, 2013, between the Registrant and Quality Investment Properties Metro, LLC (filed as Exhibit 10.24 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 3, 2014 (File No. 333-194258) and incorporated by reference herein).
|
10.27§
Ø
|
|
Master License and Service Agreement, dated November 1, 2011, between the Registrant and Coresite Coronado Stender, L.L.C. and Coresite Services, Inc (filed as Exhibit 10.25 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 3, 2014 (File No. 333-194258) and incorporated by reference herein).
|
10.28
Ø
|
|
Promissory Note, dated July 16, 2013, between the Registrant and Universal Service Administrative Company (filed as Exhibit 10.26 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 3, 2014 (File No. 333-194258) and incorporated by reference herein).
|
21.1
|
|
Subsidiaries of the Company.
|
23.1
|
|
Consent of KPMG LLP, independent registered public accounting firm.
|
24.1
|
|
Power of Attorney (included on signature page to this Annual Report on Form 10-K).
|
31.1
|
|
Certification of Chief Executive Officer of Five9, Inc. Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
Exhibit Number
|
|
Description
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer of Five9, Inc. Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer of Five9, Inc. Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Schema Linkbase Document
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Labels Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
|
|
|
Ø
|
|
Previously filed.
|
§
|
|
Portions of this exhibit are omitted pursuant to a confidential treatment order issued by the SEC.
|
+
|
|
Indicates management contract or compensatory plan.
|
|
|
|
Five9, Inc.
|
|
|
|
|
Date:
|
March 10, 2015
|
By:
|
/s/ Michael Burkland
|
|
|
|
Michael Burkland
|
|
|
|
Chief Executive Officer and President
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Michael Burkland
|
|
Director, Chairman, Chief Executive Officer and President
|
|
March 10, 2015
|
Michael Burkland
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Barry Zwarenstein
|
|
Chief Financial Officer
|
|
March 10, 2015
|
Barry Zwarenstein
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Jack Acosta
|
|
Director
|
|
March 10, 2015
|
Jack Acosta
|
|
|
|
|
|
|
|
|
|
/s/ Kimberly Alexy
|
|
Director
|
|
March 10, 2015
|
Kimberly Alexy
|
|
|
|
|
|
|
|
|
|
/s/ Jayendra Das
|
|
Director
|
|
March 10, 2015
|
Jayendra Das
|
|
|
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ David DeWalt
|
|
Director
|
|
March 10, 2015
|
David DeWalt
|
|
|
|
|
|
|
|
|
|
/s/ Mitchell Kertzman
|
|
Director
|
|
March 10, 2015
|
Mitchell Kertzman
|
|
|
|
|
|
|
|
|
|
/s/ David Welsh
|
|
Director; Lead Independent Director
|
|
March 10, 2015
|
David Welsh
|
|
|
|
|
|
|
|
|
|
/s/ Tim Wilson
|
|
Director
|
|
March 10, 2015
|
Tim Wilson
|
|
|
|
|
|
|
|
|
|
/s/ Robert Zollars
|
|
Director
|
|
March 10, 2015
|
Robert Zollars
|
|
|
|
|
Cloud Contact Center
Software
|
|
|
(i)
|
an acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation, or sale of more than 50% of the outstanding voting stock of the Company), or
|
Cloud Contact Center
Software
|
|
|
(ii)
|
a sale of all or substantially all of the assets of the Company (collectively, a “Merger”), so long as, in either case, the Company’s stockholders of record immediately prior to such Merger, hold less than 50% of the voting power of the surviving or acquiring entity.
|
Cloud Contact Center
Software
|
|
|
Cloud Contact Center
Software
|
|
|
Name
|
|
Annual Target Bonus
(USD)
|
|
Annual Target Bonus as a Percentage of Base Salary
|
||
Michael Burkland
|
|
$
|
320,000
|
|
|
60%
|
Barry Zwarenstein
|
|
$
|
147,000
|
|
|
40%
|
Moni Manor
|
|
$
|
129,000
|
|
|
44%
|
Dan Burkland
|
|
$
|
247,000
|
|
|
78%
|
Scott Welch
|
|
$
|
92,000
|
|
|
28%
|
Entity Name
|
|
Jurisdiction
|
Five9.ru
|
|
Russia
|
Five9 Philippines Inc.
|
|
Philippines
|
Five9 Acquisition LLC
|
|
Delaware
|
Five9 Inc. Ireland Limited
|
|
Ireland
|
Five9 India Private Limited
|
|
India
|
Five9, Inc. UK Limited
|
|
United Kingdom
|
1.
|
I have reviewed this annual report on Form 10-K of Five9, Inc. for the year ended
December 31, 2014
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(c)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
March 10, 2015
|
By:
|
/s/ Michael Burkland
|
|
|
|
Michael Burkland
|
|
|
|
Chief Executive Officer and President
|
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K of Five9, Inc. for the year ended
December 31, 2014
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(c)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
March 10, 2015
|
By:
|
/s/ Barry Zwarenstein
|
|
|
|
Barry Zwarenstein
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
Date:
|
March 10, 2015
|
By:
|
/s/ Michael Burkland
|
|
|
|
Michael Burkland
|
|
|
|
Chief Executive Officer and President
|
Date:
|
March 10, 2015
|
By:
|
/s/ Barry Zwarenstein
|
|
|
|
Barry Zwarenstein
|
|
|
|
Chief Financial Officer
|