|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
22-2590301
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
Large accelerated filer
|
¨
|
Accelerated filer
|
¨
|
|
|
|
|
Non-accelerated filer
|
x
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
|
|
|
Page
|
|
PART I. FINANCIAL INFORMATION
|
|
Item 1.
|
|
|
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
PART II. OTHER INFORMATION
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
|
September 30,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
40,572,930
|
|
|
$
|
5,147,735
|
|
Accounts receivable, net
|
12,727,913
|
|
|
11,017,671
|
|
||
Unbilled receivables
|
258,195
|
|
|
144,067
|
|
||
Deferred commissions
|
3,128,933
|
|
|
2,983,400
|
|
||
Prepaid expenses and other current assets
|
1,673,601
|
|
|
869,108
|
|
||
Deferred offering costs
|
—
|
|
|
2,786,376
|
|
||
Total current assets
|
58,361,572
|
|
|
22,948,357
|
|
||
Property and equipment, net
|
13,069,412
|
|
|
13,102,380
|
|
||
Goodwill
|
24,476,157
|
|
|
24,476,157
|
|
||
Other intangibles, net
|
1,058,903
|
|
|
1,201,034
|
|
||
Deferred commissions
|
6,538,518
|
|
|
7,066,512
|
|
||
Deposits and other assets
|
1,127,151
|
|
|
1,302,681
|
|
||
Total assets
|
$
|
104,631,713
|
|
|
$
|
70,097,121
|
|
Liabilities and Stockholders’ Equity (Deficit)
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current installments of obligations under capital leases
|
$
|
1,293,314
|
|
|
$
|
1,022,176
|
|
Accounts payable
|
883,874
|
|
|
2,568,161
|
|
||
Accrued expenses
|
6,655,256
|
|
|
9,081,554
|
|
||
Deferred revenue
|
25,438,165
|
|
|
26,115,001
|
|
||
Total current liabilities
|
34,270,609
|
|
|
38,786,892
|
|
||
Capital lease obligations, less current portion
|
2,224,363
|
|
|
2,068,308
|
|
||
Deferred revenue, less current portion
|
1,639,421
|
|
|
4,641,631
|
|
||
Revolving credit facility
|
—
|
|
|
6,978,525
|
|
||
Other noncurrent liabilities
|
2,311,531
|
|
|
3,981,889
|
|
||
Total liabilities
|
40,445,924
|
|
|
56,457,245
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
|
|
||
Redeemable convertible preferred stock and puttable common stock:
|
|
|
|
||||
Series A Redeemable Convertible Preferred Stock, no par value. Authorized, issued, and outstanding, none and 6,725,000 shares at September 30, 2014 and December 31, 2013, respectively
|
—
|
|
|
8,900,911
|
|
||
Series B Redeemable Convertible Preferred Stock, no par value. Authorized, issued, and outstanding, none and 1,853,568 shares at September 30, 2014 and December 31, 2013, respectively
|
—
|
|
|
6,617,778
|
|
||
Series C Redeemable Convertible Preferred Stock, no par value. Authorized, issued, and outstanding, none and 5,227,761 shares at September 30, 2014 and December 31, 2013, respectively
|
—
|
|
|
20,187,957
|
|
||
Series D Redeemable Convertible Preferred Stock, no par value. Authorized, issued, and outstanding, none and 2,669,384 shares at September 30, 2014 and December 31, 2013, respectively
|
—
|
|
|
10,818,014
|
|
||
Series E Redeemable Convertible Preferred Stock, no par value. Authorized, issued and outstanding, none at September 30, 2014; Authorized 6,709,007 shares, issued and outstanding 4,472,671 shares at December 31, 2013
|
—
|
|
|
28,248,692
|
|
||
Puttable common stock, no par value, issued and outstanding, none and 197,914 shares at September 30, 2014 and December 31, 2013, respectively
|
—
|
|
|
2,148,007
|
|
||
Total redeemable convertible preferred stock and puttable common stock
|
—
|
|
|
76,921,359
|
|
||
Stockholders’ equity (deficit):
|
|
|
|
||||
Common stock, $0.001 par value at September 30, 2014, no par value at December 31, 2013. Authorized, 100,000,000 and 38,100,100 shares at September 30, 2014 and December 31, 2013, respectively; issued and outstanding 25,447,157 and 5,005,911 shares at September 30, 2014 and December 31, 2013, respectively
|
25,447
|
|
|
15,221,195
|
|
||
Additional paid-in capital
|
171,489,117
|
|
|
—
|
|
||
Accumulated other comprehensive loss
|
(544,320
|
)
|
|
(485,917
|
)
|
||
Accumulated deficit
|
(106,784,455
|
)
|
|
(78,016,761
|
)
|
||
Total stockholders’ equity (deficit)
|
64,185,789
|
|
|
(63,281,483
|
)
|
||
Total liabilities and stockholders’ equity (deficit)
|
$
|
104,631,713
|
|
|
$
|
70,097,121
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Subscription
|
$
|
11,441,819
|
|
|
$
|
9,827,099
|
|
|
$
|
32,582,297
|
|
|
$
|
27,242,428
|
|
Professional services
|
4,981,001
|
|
|
3,558,641
|
|
|
14,638,476
|
|
|
9,677,762
|
|
||||
Total revenue
|
16,422,820
|
|
|
13,385,740
|
|
|
47,220,773
|
|
|
36,920,190
|
|
||||
Cost of revenue (1):
|
|
|
|
|
|
|
|
||||||||
Cost of subscription revenue
|
3,778,873
|
|
|
3,314,294
|
|
|
10,775,454
|
|
|
9,504,416
|
|
||||
Cost of professional services revenue
|
3,224,945
|
|
|
2,392,352
|
|
|
9,467,835
|
|
|
6,748,785
|
|
||||
Total cost of revenue
|
7,003,818
|
|
|
5,706,646
|
|
|
20,243,289
|
|
|
16,253,201
|
|
||||
Gross profit
|
9,419,002
|
|
|
7,679,094
|
|
|
26,977,484
|
|
|
20,666,989
|
|
||||
Operating expenses (1):
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
4,717,795
|
|
|
4,103,382
|
|
|
14,680,287
|
|
|
11,868,510
|
|
||||
Research and development
|
2,492,531
|
|
|
2,051,430
|
|
|
7,060,149
|
|
|
5,825,681
|
|
||||
General and administrative
|
4,249,190
|
|
|
2,801,763
|
|
|
12,301,061
|
|
|
7,684,449
|
|
||||
Restricted stock expense
|
—
|
|
|
1,993,543
|
|
|
18,683,277
|
|
|
8,705,754
|
|
||||
Total operating expenses
|
11,459,516
|
|
|
10,950,118
|
|
|
52,724,774
|
|
|
34,084,394
|
|
||||
Loss from operations
|
(2,040,514
|
)
|
|
(3,271,024
|
)
|
|
(25,747,290
|
)
|
|
(13,417,405
|
)
|
||||
Interest income
|
1,615
|
|
|
211
|
|
|
1,919
|
|
|
18,239
|
|
||||
Interest expense
|
(48,546
|
)
|
|
(51,210
|
)
|
|
(217,440
|
)
|
|
(75,403
|
)
|
||||
Loss before income taxes
|
(2,087,445
|
)
|
|
(3,322,023
|
)
|
|
(25,962,811
|
)
|
|
(13,474,569
|
)
|
||||
Income tax expense
|
150,901
|
|
|
169,472
|
|
|
400,450
|
|
|
412,040
|
|
||||
Net loss
|
(2,238,346
|
)
|
|
(3,491,495
|
)
|
|
(26,363,261
|
)
|
|
(13,886,609
|
)
|
||||
Accretion of redeemable convertible preferred stock and puttable common stock
|
—
|
|
|
(1,212,764
|
)
|
|
(2,416,505
|
)
|
|
(3,638,292
|
)
|
||||
Net loss attributable to common stockholders
|
$
|
(2,238,346
|
)
|
|
$
|
(4,704,259
|
)
|
|
$
|
(28,779,766
|
)
|
|
$
|
(17,524,901
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net loss per common share (Note 10):
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
(0.09
|
)
|
|
$
|
(1.25
|
)
|
|
$
|
(1.52
|
)
|
|
$
|
(4.67
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding (Note 10):
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
25,299,109
|
|
|
3,777,828
|
|
|
18,962,601
|
|
|
3,756,614
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net loss
|
$
|
(2,238,346
|
)
|
|
$
|
(3,491,495
|
)
|
|
$
|
(26,363,261
|
)
|
|
$
|
(13,886,609
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation
|
(10,568
|
)
|
|
(262,028
|
)
|
|
(58,403
|
)
|
|
(249,214
|
)
|
||||
Total other comprehensive loss
|
(10,568
|
)
|
|
(262,028
|
)
|
|
(58,403
|
)
|
|
(249,214
|
)
|
||||
Comprehensive loss
|
$
|
(2,248,914
|
)
|
|
$
|
(3,753,523
|
)
|
|
$
|
(26,421,664
|
)
|
|
$
|
(14,135,823
|
)
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2014
|
|
2013
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(26,363,261
|
)
|
|
$
|
(13,886,609
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
3,616,780
|
|
|
2,538,981
|
|
||
Bad debt expense
|
20,953
|
|
|
47,944
|
|
||
Stock-based compensation
|
1,328,662
|
|
|
335,927
|
|
||
Loss on asset impairment
|
11,964
|
|
|
30,261
|
|
||
Restricted stock non-cash compensation
|
18,683,277
|
|
|
8,705,754
|
|
||
Compensation related to puttable common stock
|
41,073
|
|
|
4,564
|
|
||
Increase in fair value of contingent consideration liability
|
122,826
|
|
|
2,382
|
|
||
Non-cash interest expense related to debt
|
—
|
|
|
21,290
|
|
||
Change in fair value of warrant liability
|
1,244,635
|
|
|
1,475,959
|
|
||
Amortization of debt financing costs
|
39,905
|
|
|
7,906
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(1,736,510
|
)
|
|
62,530
|
|
||
Unbilled receivables
|
(115,333
|
)
|
|
(22,012
|
)
|
||
Prepaid expenses and other current assets
|
(458,465
|
)
|
|
(2,727,424
|
)
|
||
Accounts payable
|
(818,796
|
)
|
|
453,848
|
|
||
Accrued expenses
|
(973,538
|
)
|
|
940,985
|
|
||
Other liabilities
|
(66,863
|
)
|
|
(15,235
|
)
|
||
Deferred revenue
|
(3,679,116
|
)
|
|
(891,770
|
)
|
||
Net cash used in operating activities
|
(9,101,807
|
)
|
|
(2,914,719
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(641,197
|
)
|
|
(814,953
|
)
|
||
Addition of capitalized software development costs
|
(1,529,459
|
)
|
|
(1,653,770
|
)
|
||
Acquisition, net of cash acquired of $85,310
|
—
|
|
|
(1,914,768
|
)
|
||
Cash received (paid) for deposits
|
116,828
|
|
|
(34,157
|
)
|
||
Decrease in restricted cash
|
56,409
|
|
|
—
|
|
||
Net cash used in investing activities
|
(1,997,419
|
)
|
|
(4,417,648
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from revolving line of credit
|
—
|
|
|
6,178,525
|
|
||
Payments on revolving line of credit
|
(6,978,525
|
)
|
|
(500,000
|
)
|
||
Debt financing costs
|
—
|
|
|
(31,623
|
)
|
||
Repayments on capital lease obligations
|
(860,651
|
)
|
|
(187,110
|
)
|
||
Proceeds from the exercise of stock options
|
823,152
|
|
|
29,750
|
|
||
Proceeds from the exercise of common stock warrant
|
40,452
|
|
|
—
|
|
||
Payment of offering costs
|
(4,266,455
|
)
|
|
(207,100
|
)
|
||
Proceeds from initial public offering, net of underwriting discounts and commissions
|
57,824,899
|
|
|
—
|
|
||
Net cash provided by financing activities
|
46,582,872
|
|
|
5,282,442
|
|
||
Effect of exchange rate on cash and cash equivalents
|
(58,451
|
)
|
|
(344,142
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
35,425,195
|
|
|
(2,394,067
|
)
|
||
Cash and cash equivalents at beginning of period
|
5,147,735
|
|
|
4,279,821
|
|
||
Cash and cash equivalents at end of period
|
$
|
40,572,930
|
|
|
$
|
1,885,754
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Accretion of Series E Preferred Stock
|
$
|
2,289,793
|
|
|
$
|
3,557,967
|
|
Accretion of Series A, B, C, D and E issuance costs
|
91,065
|
|
|
80,325
|
|
||
Accretion of puttable common stock
|
35,647
|
|
|
8,913
|
|
||
Cash paid for interest
|
217,440
|
|
|
372
|
|
||
Non-cash property and equipment acquired under capital lease
|
1,287,844
|
|
|
1,292,773
|
|
||
Non-cash property and equipment purchases in accounts payable
|
2,819
|
|
|
33,283
|
|
||
Non-cash conversion of Series A, B, C, D and E preferred stock
|
77,139,408
|
|
|
—
|
|
(
1
)
|
Background
|
(
2
)
|
Summary of Significant Accounting Policies and Practices
|
|
September 30,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
Cash and cash equivalents
|
$
|
40,572,406
|
|
|
$
|
5,147,360
|
|
Money market accounts
|
524
|
|
|
375
|
|
||
|
$
|
40,572,930
|
|
|
$
|
5,147,735
|
|
Market Approach
|
— Prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities;
|
Income Approach
|
— Techniques to convert future amounts to a single present amount based on market expectations (including present value techniques and option pricing models); and
|
Cost Approach
|
— Amount that currently would be required to replace the service capacity of an asset (often referred to as replacement cost).
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Total
|
|
Quoted
|
|
Significant
|
|
|
||||||||
|
Carrying
|
|
Prices in
|
|
Other
|
|
Significant
|
||||||||
|
Value
|
|
Active
|
|
Observable
|
|
Unobservable
|
||||||||
|
September 30,
|
|
Markets
|
|
Inputs
|
|
Inputs
|
||||||||
|
2014
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market accounts
|
$
|
524
|
|
|
$
|
524
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash:
|
|
|
|
|
|
|
|
||||||||
Money market accounts
|
282,050
|
|
|
282,050
|
|
|
—
|
|
|
—
|
|
||||
Total assets measured at fair value on a recurring basis
|
$
|
282,574
|
|
|
$
|
282,574
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Acquisition contingent consideration liability
|
$
|
454,122
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
454,122
|
|
Total liabilities measured at fair value on a recurring basis
|
$
|
454,122
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
454,122
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Total
|
|
Quoted
|
|
Significant
|
|
|
||||||||
|
Carrying
|
|
Prices in
|
|
Other
|
|
Significant
|
||||||||
|
Value
|
|
Active
|
|
Observable
|
|
Unobservable
|
||||||||
|
December 31,
|
|
Markets
|
|
Inputs
|
|
Inputs
|
||||||||
|
2013
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market accounts
|
$
|
375
|
|
|
$
|
375
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash:
|
|
|
|
|
|
|
|
||||||||
Money market accounts
|
338,459
|
|
|
338,459
|
|
|
—
|
|
|
—
|
|
||||
Total assets measured at fair value on a recurring basis
|
$
|
338,834
|
|
|
$
|
338,834
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Acquisition contingent consideration liability
|
$
|
331,296
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
331,296
|
|
Warrants
|
1,726,862
|
|
|
—
|
|
|
—
|
|
|
1,726,862
|
|
||||
Total liabilities measured at fair value on a recurring basis
|
$
|
2,058,158
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,058,158
|
|
|
|
|
Acquisition
|
||||
|
|
|
Contingent
|
||||
|
Warrant
|
|
Consideration
|
||||
|
Liability
|
|
Liability
|
||||
Balance at December 31, 2013
|
$
|
1,726,862
|
|
|
$
|
331,296
|
|
Mark to estimated fair value recorded as general and administrative expense
|
1,244,635
|
|
|
122,826
|
|
||
Exercise of common stock warrants
|
(2,971,497
|
)
|
|
—
|
|
||
Balance at September 30, 2014
|
$
|
—
|
|
|
$
|
454,122
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 30,
|
|
September 30,
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Revenue:
|
|
|
|
|
|
|
|
||||
Company A
|
10
|
%
|
|
*
|
|
|
10
|
%
|
|
*
|
|
Company B
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
Company C (1)
|
*
|
|
|
10
|
%
|
|
*
|
|
|
10
|
%
|
|
September 30,
|
|
December 31,
|
||
|
2014
|
|
2013
|
||
Accounts Receivable:
|
|
|
|
||
Company A
|
*
|
|
|
10
|
%
|
Company B
|
10
|
%
|
|
*
|
|
Company C (1)
|
*
|
|
|
13
|
%
|
|
|
|
|
||
* Less than 10%
|
|
|
|
||
(1) Company C has notified us of their intention not to renew its subscription at the end of its current term ending December 31, 2014
|
•
|
There is persuasive evidence of an arrangement;
|
•
|
The service has been or is being provided to the customer;
|
•
|
The collection of the fees is probable; and
|
•
|
The amount of fees to be paid by the customer is fixed or determinable.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
Country
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
United States
|
$
|
13,914,071
|
|
|
$
|
11,891,632
|
|
|
$
|
40,764,602
|
|
|
$
|
33,039,451
|
|
International
|
2,508,749
|
|
|
1,494,108
|
|
|
6,456,171
|
|
|
3,880,739
|
|
||||
Total revenue
|
$
|
16,422,820
|
|
|
$
|
13,385,740
|
|
|
$
|
47,220,773
|
|
|
$
|
36,920,190
|
|
(
3
)
|
Acquisition
|
•
|
197,914
shares of common stock issued at closing;
|
•
|
66,077
shares of common stock that are contingently issuable based upon the achievement of CTM revenue targets through 2015; and
|
•
|
32,556
shares of common stock that are contingently issuable based upon our continued employment of EasyCargo’s founder.
|
|
Revenue
|
|
Net Loss
|
||||
|
(unaudited)
|
|
(unaudited)
|
||||
Supplemental pro forma for January 1, 2013 – September 30, 2013
|
$
|
37,647,925
|
|
|
$
|
14,349,771
|
|
Supplemental pro forma for July 1, 2013 – September 30, 2013
|
$
|
13,651,028
|
|
|
$
|
3,658,621
|
|
(
4
)
|
Consolidated Balance Sheet Components
|
|
September 30,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
Computer software and equipment
|
$
|
11,141,494
|
|
|
$
|
9,493,279
|
|
Software development costs
|
12,704,940
|
|
|
11,374,854
|
|
||
Furniture and fixtures
|
1,955,323
|
|
|
1,790,875
|
|
||
Leasehold improvements
|
2,671,037
|
|
|
2,561,065
|
|
||
Total property and equipment
|
28,472,794
|
|
|
25,220,073
|
|
||
Less: accumulated depreciation and amortization
|
(15,403,382
|
)
|
|
(12,117,693
|
)
|
||
Total property and equipment, net
|
$
|
13,069,412
|
|
|
$
|
13,102,380
|
|
|
September 30,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
Accrued bonus
|
$
|
1,933,562
|
|
|
$
|
1,749,780
|
|
Accrued commission
|
1,833,347
|
|
|
3,928,419
|
|
||
Deferred rent
|
189,302
|
|
|
196,761
|
|
||
Accrued offering costs
|
—
|
|
|
1,445,000
|
|
||
Accrued severance
|
880,957
|
|
|
—
|
|
||
Other accrued expenses
|
1,818,088
|
|
|
1,761,594
|
|
||
Total
|
$
|
6,655,256
|
|
|
$
|
9,081,554
|
|
|
September 30,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
Current:
|
|
|
|
||||
Subscription revenue
|
$
|
20,058,307
|
|
|
$
|
19,881,982
|
|
Professional services revenue
|
1,722,344
|
|
|
2,575,505
|
|
||
Other
|
3,657,514
|
|
|
3,657,514
|
|
||
Total current
|
25,438,165
|
|
|
26,115,001
|
|
||
|
|
|
|
||||
Noncurrent:
|
|
|
|
||||
Subscription revenue
|
304,794
|
|
|
376,245
|
|
||
Professional services revenue
|
997,094
|
|
|
1,192,233
|
|
||
Other
|
337,533
|
|
|
3,073,153
|
|
||
Total noncurrent
|
1,639,421
|
|
|
4,641,631
|
|
||
Total deferred revenue
|
$
|
27,077,586
|
|
|
$
|
30,756,632
|
|
|
September 30,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
Deferred rent
|
$
|
1,857,368
|
|
|
$
|
1,897,137
|
|
Warrant
|
—
|
|
|
1,726,862
|
|
||
Acquisition contingent consideration liability
|
454,122
|
|
|
331,296
|
|
||
Other
|
41
|
|
|
26,594
|
|
||
Total
|
$
|
2,311,531
|
|
|
$
|
3,981,889
|
|
(
5
)
|
Leases
|
|
Capital
|
|
Operating
|
||||
|
Leases
|
|
Leases
|
||||
Remainder of 2014
|
$
|
388,132
|
|
|
$
|
706,389
|
|
2015
|
1,394,977
|
|
|
2,823,328
|
|
||
2016
|
1,223,457
|
|
|
2,759,734
|
|
||
2017
|
677,234
|
|
|
2,085,007
|
|
||
2018
|
130,262
|
|
|
1,897,489
|
|
||
2019 and thereafter
|
3,934
|
|
|
4,738,451
|
|
||
Total minimum lease payments
|
3,817,996
|
|
|
$
|
15,010,398
|
|
|
Less amount representing interest
|
(300,319
|
)
|
|
|
|||
Present value of net minimum capital lease payments
|
3,517,677
|
|
|
|
|||
Less current installments of obligations under capital leases
|
(1,293,314
|
)
|
|
|
|||
Obligations under capital leases excluding current installments
|
$
|
2,224,363
|
|
|
|
(
6
)
|
Debt
|
(
7
)
|
Stockholders' Equity (Deficit)
|
(a)
|
Redeemable Convertible Preferred Stock and Preferred Stock Dividends
|
|
Shares
|
|
Amount
|
|||
Balance, December 31, 2013
|
5,005,911
|
|
|
$
|
15,221,195
|
|
Effect of converting no par common stock to $0.001 par value common stock
|
—
|
|
|
(15,216,189
|
)
|
|
Exercise of common stock options
|
448,958
|
|
|
449
|
|
|
Exercise of common stock warrants
|
196,304
|
|
|
196
|
|
|
Reclassification of puttable common stock into common stock
|
197,914
|
|
|
198
|
|
|
Conversion of preferred stock into common stock
|
14,802,188
|
|
|
14,802
|
|
|
Common stock issued for IPO
|
4,782,870
|
|
|
4,783
|
|
|
Common stock issued in partial consideration of contingent consideration
|
13,012
|
|
|
13
|
|
|
Balance, September 30, 2014
|
25,447,157
|
|
|
$
|
25,447
|
|
(
8
)
|
Stock-based Compensation
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
|
September 30,
|
|
September 30,
|
||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
Risk-free interest rate
|
1.90-1.99%
|
|
1.74%
|
|
1.90-1.99%
|
|
1.13-1.75%
|
Expected volatility
|
43.29-43.59%
|
|
60.00%
|
|
43.29-60.00%
|
|
60.00%
|
Expected dividend yield
|
—
|
|
—
|
|
—
|
|
—
|
Expected life in years
|
6.25
|
|
6.25
|
|
6.25
|
|
3.75-6.25
|
Weighted average fair value of options granted
|
$6.01
|
|
$4.61
|
|
$6.01
|
|
$2.64
|
|
Options
|
|
Exercise Price
|
|
Weighted Average
|
|
|
Outstanding
|
|
Per Share
|
|
Exercise Price
|
|
Balance at December 31, 2013
|
2,890,363
|
|
|
$0.37-$6.14
|
|
$3.11
|
Granted
|
2,485,592
|
|
|
$12.62-$15.90
|
|
$13.49
|
Exercised
|
(448,958
|
)
|
|
$0.37-$3.29
|
|
$1.83
|
Canceled
|
(1,879
|
)
|
|
$2.31
|
|
$2.31
|
Balance at September 30, 2014
|
4,925,118
|
|
|
$0.84-$15.90
|
|
$8.47
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
||||||
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
||||||
|
|
|
|
Remaining
|
|
|
|
|
|
Remaining
|
|
|
||||||
Exercise Price
Per Share
|
|
Options
|
|
Contractual
|
|
Intrinsic
|
|
Options
|
|
Contractual
|
|
Intrinsic
|
||||||
|
Outstanding
|
|
Life
|
|
Value
|
|
Exercisable
|
|
Life
|
|
Value
|
|||||||
$0.84-$1.75
|
|
233,522
|
|
|
1.2 years
|
|
$
|
3,677,781
|
|
|
233,522
|
|
|
1.2 years
|
|
$
|
3,677,781
|
|
$2.31
|
|
1,135,534
|
|
|
4.7 years
|
|
17,067,076
|
|
|
942,232
|
|
|
4.7 years
|
|
14,161,739
|
|
||
$2.68-$8.07
|
|
1,070,470
|
|
|
7.2 years
|
|
13,384,299
|
|
|
507,054
|
|
|
5.7 years
|
|
6,620,876
|
|
||
$12.62-$13.00
|
|
2,015,592
|
|
|
9.9 years
|
|
8,750,208
|
|
|
—
|
|
|
—
|
|
—
|
|
||
$15.36-$15.90
|
|
470,000
|
|
|
9.8 years
|
|
822,600
|
|
|
—
|
|
|
—
|
|
—
|
|
||
|
|
4,925,118
|
|
|
|
|
$
|
43,701,964
|
|
|
1,682,808
|
|
|
|
|
$
|
24,460,396
|
|
(
9
)
|
Income Taxes
|
(
10
)
|
Net Loss Per Share
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Basic and diluted net loss per share:
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to common stockholders
|
$
|
(2,238,346
|
)
|
|
$
|
(4,704,259
|
)
|
|
$
|
(28,779,766
|
)
|
|
$
|
(17,524,901
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares used in computing net loss attributable to common stockholders
|
25,299,109
|
|
|
3,777,828
|
|
|
18,962,601
|
|
|
3,756,614
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net loss per share
|
$
|
(0.09
|
)
|
|
$
|
(1.25
|
)
|
|
$
|
(1.52
|
)
|
|
$
|
(4.67
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 30,
|
|
September 30,
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Stock options outstanding
|
4,925,118
|
|
|
2,892,234
|
|
|
4,925,118
|
|
|
2,892,234
|
|
Restricted stock units
|
107,528
|
|
|
—
|
|
|
107,528
|
|
|
—
|
|
Stock purchase warrants outstanding
|
—
|
|
|
245,946
|
|
|
—
|
|
|
245,946
|
|
Common equivalent shares preferred stock
|
—
|
|
|
13,993,566
|
|
|
—
|
|
|
13,993,566
|
|
|
5,032,646
|
|
|
17,131,746
|
|
|
5,032,646
|
|
|
17,131,746
|
|
(
11
)
|
Commitments and Contingencies
|
|
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
|
•
|
adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation;
|
•
|
adjusted EBITDA does not reflect interest or tax payments that may represent a reduction in cash available to us; and
|
•
|
other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net loss
|
$
|
(2,238,346
|
)
|
|
$
|
(3,491,495
|
)
|
|
$
|
(26,363,261
|
)
|
|
$
|
(13,886,609
|
)
|
Depreciation and amortization
|
1,271,360
|
|
|
910,385
|
|
|
3,616,780
|
|
|
2,538,981
|
|
||||
Interest expense
|
48,546
|
|
|
51,210
|
|
|
217,440
|
|
|
75,403
|
|
||||
Interest income
|
(1,615
|
)
|
|
(211
|
)
|
|
(1,919
|
)
|
|
(18,239
|
)
|
||||
Income tax expense
|
150,901
|
|
|
169,472
|
|
|
400,450
|
|
|
412,040
|
|
||||
EBITDA
|
(769,154
|
)
|
|
(2,360,639
|
)
|
|
(22,130,510
|
)
|
|
(10,878,424
|
)
|
||||
Stock-based compensation
|
989,338
|
|
|
166,193
|
|
|
1,328,662
|
|
|
335,927
|
|
||||
Restricted stock expense
|
—
|
|
|
1,993,543
|
|
|
18,683,277
|
|
|
8,705,754
|
|
||||
Compensation expense related to loan forgiveness
|
—
|
|
|
—
|
|
|
927,093
|
|
|
—
|
|
||||
Puttable stock compensation
|
13,691
|
|
|
4,564
|
|
|
41,073
|
|
|
4,564
|
|
||||
Increase in fair value of contingent consideration liability
|
25,403
|
|
|
2,382
|
|
|
122,826
|
|
|
2,382
|
|
||||
Warrant expense
|
—
|
|
|
416,378
|
|
|
1,244,635
|
|
|
1,475,959
|
|
||||
Severance costs
|
1,121,285
|
|
|
—
|
|
|
1,121,285
|
|
|
—
|
|
||||
Adjusted EBITDA
|
$
|
1,380,563
|
|
|
$
|
222,421
|
|
|
$
|
1,338,341
|
|
|
$
|
(353,838
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Subscription
|
$
|
11,441,819
|
|
|
$
|
9,827,099
|
|
|
$
|
32,582,297
|
|
|
$
|
27,242,428
|
|
Professional services
|
4,981,001
|
|
|
3,558,641
|
|
|
14,638,476
|
|
|
9,677,762
|
|
||||
Total revenue
|
16,422,820
|
|
|
13,385,740
|
|
|
47,220,773
|
|
|
36,920,190
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
||||||||
Cost of subscription revenue
|
3,778,873
|
|
|
3,314,294
|
|
|
10,775,454
|
|
|
9,504,416
|
|
||||
Cost of professional services revenue
|
3,224,945
|
|
|
2,392,352
|
|
|
9,467,835
|
|
|
6,748,785
|
|
||||
Total cost of revenue
|
7,003,818
|
|
|
5,706,646
|
|
|
20,243,289
|
|
|
16,253,201
|
|
||||
Gross profit
|
9,419,002
|
|
|
7,679,094
|
|
|
26,977,484
|
|
|
20,666,989
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
4,717,795
|
|
|
4,103,382
|
|
|
14,680,287
|
|
|
11,868,510
|
|
||||
Research and development
|
2,492,531
|
|
|
2,051,430
|
|
|
7,060,149
|
|
|
5,825,681
|
|
||||
General and administrative
|
4,249,190
|
|
|
2,801,763
|
|
|
12,301,061
|
|
|
7,684,449
|
|
||||
Restricted stock expense
|
—
|
|
|
1,993,543
|
|
|
18,683,277
|
|
|
8,705,754
|
|
||||
Total operating expenses
|
11,459,516
|
|
|
10,950,118
|
|
|
52,724,774
|
|
|
34,084,394
|
|
||||
Loss from operations
|
(2,040,514
|
)
|
|
(3,271,024
|
)
|
|
(25,747,290
|
)
|
|
(13,417,405
|
)
|
||||
Interest income
|
1,615
|
|
|
211
|
|
|
1,919
|
|
|
18,239
|
|
||||
Interest expense
|
(48,546
|
)
|
|
(51,210
|
)
|
|
(217,440
|
)
|
|
(75,403
|
)
|
||||
Loss before income taxes
|
(2,087,445
|
)
|
|
(3,322,023
|
)
|
|
(25,962,811
|
)
|
|
(13,474,569
|
)
|
||||
Income tax expense
|
150,901
|
|
|
169,472
|
|
|
400,450
|
|
|
412,040
|
|
||||
Net loss
|
$
|
(2,238,346
|
)
|
|
$
|
(3,491,495
|
)
|
|
$
|
(26,363,261
|
)
|
|
$
|
(13,886,609
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 30,
|
|
September 30,
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Revenue:
|
|
|
|
|
|
|
|
||||
Subscription
|
70
|
%
|
|
73
|
%
|
|
69
|
%
|
|
74
|
%
|
Professional services
|
30
|
|
|
27
|
|
|
31
|
|
|
26
|
|
Total revenue
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
||||
Cost of subscription revenue (1)
|
33
|
|
|
34
|
|
|
33
|
|
|
35
|
|
Cost of professional services revenue (1)
|
65
|
|
|
67
|
|
|
65
|
|
|
70
|
|
Total cost of revenue
|
43
|
|
|
43
|
|
|
43
|
|
|
44
|
|
Gross profit
|
57
|
|
|
57
|
|
|
57
|
|
|
56
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||
Sales and marketing
|
29
|
|
|
31
|
|
|
31
|
|
|
32
|
|
Research and development
|
15
|
|
|
15
|
|
|
15
|
|
|
16
|
|
General and administrative
|
26
|
|
|
21
|
|
|
26
|
|
|
21
|
|
Restricted stock expense
|
—
|
|
|
15
|
|
|
40
|
|
|
24
|
|
Total operating expenses
|
70
|
|
|
82
|
|
|
112
|
|
|
93
|
|
Loss from operations
|
(13
|
)
|
|
(25
|
)
|
|
(55
|
)
|
|
(37
|
)
|
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Loss before income taxes
|
(13
|
)
|
|
(25
|
)
|
|
(55
|
)
|
|
(37
|
)
|
Income tax expense
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
Net loss
|
(14
|
)%
|
|
(26
|
)%
|
|
(56
|
)%
|
|
(38
|
)%
|
|
|
|
|
|
|
|
|
||||
(1) The table shows cost of revenue as a percentage of each component of revenue.
|
|
|
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2014
|
|
2013
|
||||
Net cash used in operating activities
|
$
|
(9,101,807
|
)
|
|
$
|
(2,914,719
|
)
|
Net cash used in investing activities
|
(1,997,419
|
)
|
|
(4,417,648
|
)
|
||
Net cash provided by financing activities
|
46,582,872
|
|
|
5,282,442
|
|
||
|
|
|
|
||||
|
September 30,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
Cash and cash equivalents
|
$
|
40,572,930
|
|
|
$
|
5,147,735
|
|
|
AMBER ROAD, INC.
|
|
|
|
|
Date: November 7, 2014
|
By:
|
/s/ THOMAS E. CONWAY
|
|
|
Thomas E. Conway
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
AMBER ROAD, INC.
By:
/s/ Glenn Gorman
Authorized Signature
Name:
Glenn Gorman
Title:
CIO
Date:
September 16, 2014
|
FLORIDA TECHNOLOGY
MANAGED SERVICES, INC.
By:
James C. Cox Jr
Authorized Signature
Name:
James C. Cox Jr
Title:
CEO
Date:
September 15, 2014
|
Date: 11/7/2014
|
/s/ JAMES W. PREUNINGER
|
|
James W. Preuninger
|
|
Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
Date: 11/7/2014
|
/s/ THOMAS E. CONWAY
|
|
Thomas E. Conway
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
Date: 11/7/2014
|
/s/ JAMES W. PREUNINGER
|
|
James W. Preuninger
|
|
Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
Date: 11/7/2014
|
/s/ THOMAS E. CONWAY
|
|
Thomas E. Conway
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|