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Form 10-K
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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AMBER ROAD, INC.
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||
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(Exact name of registrant as specified in its charter)
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Delaware
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22-2590301
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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One Meadowlands Plaza
East Rutherford, NJ
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07073
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of exchange on which registered
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Common Stock, $0.001 par value
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New York Stock Exchange
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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•
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Growth in Imports from Low Cost Country Sourcing
—Companies of all sizes and nearly every industry are pursuing low cost country sourcing strategies with suppliers in locations such as China, India and Southeast Asia.
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•
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Rising Demand in Global and Emerging Markets
—Global trade volumes are being driven by higher exports as producers seek new markets to accelerate their growth. As the wealth of emerging market nations continues to rise, these countries have become significant sales opportunities for U.S. and European companies.
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•
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Increasing Border Security and Surveillance
—Since 9/11, governments have imposed additional border security regulations that affect global trade. These additional security and automation requirements are driving additional demand for GTM automation.
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•
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Increasing Government Regulation
—Government regulatory agencies have also promulgated additional regulations aimed at protecting consumers, spurring local economic growth, and boosting revenues from duties and taxes. Customs agencies around the world supervise cross-border trade by enforcing these regulations. All of these requirements increase the need for GTM automation.
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•
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Proliferating Free Trade Agreements
—Governments are entering into multilateral free trade agreements to promote trade. For example, under the North American Free Trade Agreement (NAFTA) among the United States, Mexico and Canada, companies are able to import goods from partner countries with dramatically lower import duties. Complying with these requirements without automation can be difficult and expensive, and the challenge is not limited to NAFTA. There are more than 500 free and preferential trade agreements around the globe, each presenting myriad rules that governments modify continuously.
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Key China Trade Management Capabilities
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Processing Trade
—Automate the Processing Trade regime with both China import processes, tracking components and materials through a manufacturing process tied to a bill-of-materials, and China export processes, providing tools to report trade to Chinese customs authorities.
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General Trade
—Automate the general trade regime in China including import and export processing, license management, document management, calculation of duties and taxes, and reporting.
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Free Trade Zone
—Automate Chinese free trade zones and other customs warehousing regimes, including inventory management and China customs reporting.
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Benefits
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||||
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Eliminate the manual effort to manage China workbooks and customs reporting
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Implement better reporting with Chinese customs authorities
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Eliminate payment of import duties and value-added taxes under Processing Trade regime
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Respond quickly to Chinese regulatory changes
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•
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Assessment
—We review customers’ business processes on a project and an ongoing basis to discover opportunities for automation.
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•
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Implementation
—We deploy our solution with a proven methodology focused on best practices and create thorough documentation to facilitate training, support and upgrades.
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•
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Education and Training
—We train users to ensure proper compliance and efficiency, including sessions for end users, solution administrators and technical operators.
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•
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Maintenance and Support
—We provide production support 24 hours per day, 365 days per year for any critical issues, and regular solution upgrades. We provide our professional services pursuant to a professional service agreement and a related statement of work. In most cases, we bill professional services on a time and expense basis. The length of time and cost to implement our GTM solution depends on many factors, including the number of modules being implemented, the scope of the deployment, the complexity of our customer’s environment and the availability of customer resources. We can implement entry level configurations for basic GTM modules in several weeks, whereas large scale, enterprise deployments of the GTM suite typically require several months or longer. For the years ended
December 31, 2014, 2013, and 2012
, revenue from professional services accounted for
30%
,
26%
and
25%
, respectively, of our total revenue, with the remainder representing subscription revenue.
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•
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providing greater subject matter expertise throughout the sales cycle;
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•
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demonstrating our superior solution capabilities and breadth;
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•
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providing a lower total cost of ownership by delivering a complete solution, including trade content and a global trading partner network, as compared to acquiring these capabilities from separate vendors;
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•
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aligning our interests with those of our customers by charging them a recurring subscription fee for recurring value, rather than a large, up-front licensing fee; and
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•
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providing quick time to value by deploying under a SaaS model.
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•
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demonstrating our superior solution breadth and selling our GTM suite; and
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•
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delivering a complete offering, that provides a lower total cost of ownership than acquiring all needed capabilities from separate vendors.
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•
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our ability to maintain high levels of customer satisfaction;
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•
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our ability to maintain continuity of service for all users of our solution;
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•
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the price, performance and availability of competing solutions; and
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•
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our ability to address companies’ confidentiality concerns about information stored outside of their premises.
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•
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changes in foreign currency exchange rates;
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•
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changes in a specific country’s or region’s political or economic conditions, particularly in emerging markets;
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•
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burdens of complying with a wide variety of foreign customs, laws and regulations, and with U.S. laws such as the Foreign Corrupt Practices Act;
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•
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increased financial accounting and reporting burdens and complexities;
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•
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changes in diplomatic and trade relationships;
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•
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international terrorism and anti-American sentiment;
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•
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possible future limitations on the ownership of foreign businesses;
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•
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difficulties in enforcing agreements and collecting receivables through certain foreign legal systems or difficulty collecting international accounts receivable or longer accounts receivable payment cycles; and
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•
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less effective protection of intellectual property.
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•
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the volume and mix of solution modules sold, which can be influenced by enterprise customer demand for more professional services than our midmarket customers;
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•
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our ability to retain and increase sales to existing customers and attract new customers, particularly as we obtain more revenue from new customers than old customers who add modules to their subscriptions;
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•
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the timing and success of introductions of new modules or upgrades by us or our competitors;
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•
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the strength of the global economy;
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•
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competition, including entry into the industry by new competitors and new offerings by existing competitors;
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•
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the amount and timing of expenditures related to expanding our operations, research and development, or introducing new modules, including challenges related to expanding our significant research and development presence in Bangalore, India given the competitive market for labor in that region; and
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•
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changes in the payment terms for our solution or changes in our revenue recognition policies.
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•
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actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;
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•
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changes in the market’s expectations about our operating results;
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•
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the effects of seasonality on our business cycle;
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•
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success of competitive solutions and services;
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•
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our operating results failing to meet the expectation of securities analysts or investors in a particular period or failure of securities analysts to publish reports about us or our business;
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•
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changes in financial estimates and recommendations by securities analysts concerning our company, the GTM market, or the software industry in general;
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•
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operating and stock price performance of other companies that investors deem comparable to us;
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•
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news reports relating to trends in global trade, including changes in estimates of the future size and growth rate of our markets;
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announcements by us or our competitors of acquisitions, new offerings or improvements, significant contracts, commercial relationships or capital commitments;
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our ability to market new and enhanced solution modules on a timely basis;
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•
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changes in laws and regulations affecting our business;
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•
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commencement of, or involvement in, litigation involving our company, our general industry, or both;
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changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;
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•
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the volume of shares of our common stock available for public sale;
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•
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any major change in our board or management;
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•
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sales of substantial amounts of common stock by our directors, executive officers or principal stockholders or the perception that such sales could occur; and
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•
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general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.
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•
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the last day of our fiscal year following the fifth anniversary of the date of our initial public offering of common equity securities;
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•
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the last day of our fiscal year in which we have annual gross revenue of $1.0 billion or more;
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•
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the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; and
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•
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the date on which we are deemed to be a “large accelerated filer,” which will occur at such time as we (a) have an aggregate worldwide market value of common equity securities held by non-affiliates of $700 million or more as of the last business day of its most recently completed second fiscal quarter, (b) have been required to file annual and quarterly reports under the Securities Exchange Act of 1934 for a period of at least 12 months, and (c) have filed at least one annual report pursuant to the Securities Act of 1934.
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be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting;
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be exempt from the “say on pay” provisions (requiring a non-binding stockholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding stockholder vote
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be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Securities Exchange Act of 1934 and instead provide a reduced level of disclosure concerning executive compensation; and
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•
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be exempt from any rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Year Ended December 31, 2014:
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High
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Low
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||||
First quarter (from March 21, 2014)
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$
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17.90
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$
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14.67
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Second quarter
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17.70
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11.90
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Third quarter
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18.09
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12.01
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Fourth quarter
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17.24
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8.09
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March 21, 2014
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March 31, 2014
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June 30, 2014
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September 30, 2014
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December 31, 2014
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Amber Road, Inc.
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$100.00
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$118.46
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$124.08
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$133.38
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$78.62
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S&P Software Index
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$100.00
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$96.71
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$97.31
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$94.48
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$103.51
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NYSE Composite Index
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$100.00
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$101.30
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$105.65
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$102.99
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$104.30
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Year Ended December 31,
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||||||||||||||||||
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2014
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2013
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2012
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2011
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2010
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||||||||||
Consolidated Statements of Operations Data:
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Revenue:
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Subscription
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$
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45,142,117
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$
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38,866,989
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$
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32,399,577
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$
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28,825,453
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$
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24,538,386
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Professional services
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19,691,349
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13,660,000
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10,968,131
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8,746,844
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7,527,470
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|||||
Total revenue
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64,833,466
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52,526,989
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43,367,708
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37,572,297
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32,065,856
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|||||
Cost of revenue (1):
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Cost of subscription revenue
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14,586,245
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12,747,971
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10,731,302
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10,145,217
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9,464,805
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|||||
Cost of professional services revenue
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12,901,935
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9,498,225
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8,680,446
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6,968,645
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5,515,762
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|
|||||
Total cost of revenue
|
27,488,180
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|
22,246,196
|
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19,411,748
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17,113,862
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14,980,567
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|||||
Gross profit
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37,345,286
|
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|
30,280,793
|
|
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23,955,960
|
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|
20,458,435
|
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17,085,289
|
|
|||||
Operating expenses (1):
|
|
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||||||||||
Sales and marketing
|
20,033,251
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16,246,583
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12,807,458
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|
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11,277,135
|
|
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8,328,466
|
|
|||||
Research and development
|
9,745,137
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|
7,935,614
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|
5,774,695
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|
|
5,946,184
|
|
|
5,343,444
|
|
|||||
General and administrative
|
15,761,895
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|
10,468,776
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6,275,160
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|
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6,476,899
|
|
|
5,801,769
|
|
|||||
Restricted stock expense
|
18,683,277
|
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|
9,327,594
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|
877,892
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|
|
683,325
|
|
|
285,182
|
|
|||||
Total operating expenses
|
64,223,560
|
|
|
43,978,567
|
|
|
25,735,205
|
|
|
24,383,543
|
|
|
19,758,861
|
|
|||||
Loss from operations
|
(26,878,274
|
)
|
|
(13,697,774
|
)
|
|
(1,779,245
|
)
|
|
(3,925,108
|
)
|
|
(2,673,572
|
)
|
|||||
Interest income
|
2,009
|
|
|
18,432
|
|
|
30,629
|
|
|
28,952
|
|
|
23,891
|
|
|||||
Interest expense
|
(275,074
|
)
|
|
(168,810
|
)
|
|
(37,041
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)
|
|
(159,470
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)
|
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(747,434
|
)
|
|||||
Loss before income taxes
|
(27,151,339
|
)
|
|
(13,848,152
|
)
|
|
(1,785,657
|
)
|
|
(4,055,626
|
)
|
|
(3,397,115
|
)
|
|||||
Income tax expense
|
552,619
|
|
|
549,718
|
|
|
310,900
|
|
|
591,654
|
|
|
177,081
|
|
|||||
Net loss
|
(27,703,958
|
)
|
|
(14,397,870
|
)
|
|
(2,096,557
|
)
|
|
(4,647,280
|
)
|
|
(3,574,196
|
)
|
|||||
Accretion of redeemable convertible preferred stock and puttable common stock
|
(2,416,505
|
)
|
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(4,849,607
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)
|
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(4,035,920
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)
|
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(3,358,691
|
)
|
|
(1,432,548
|
)
|
|||||
Preferred stock deemed dividend
|
—
|
|
|
—
|
|
|
(536,107
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)
|
|
(674,820
|
)
|
|
(674,820
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)
|
|||||
Net loss attributable to common stockholders
|
$
|
(30,120,463
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)
|
|
$
|
(19,247,477
|
)
|
|
$
|
(6,668,584
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)
|
|
$
|
(8,680,791
|
)
|
|
$
|
(5,681,564
|
)
|
Net loss per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
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$
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(1.46
|
)
|
|
$
|
(5.11
|
)
|
|
$
|
(1.82
|
)
|
|
$
|
(2.41
|
)
|
|
$
|
(1.58
|
)
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
20,623,760
|
|
|
3,763,562
|
|
|
3,673,181
|
|
|
3,596,911
|
|
|
3,596,911
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Key Metrics (unaudited):
|
|
|
|
|
|
|
|
|
|
||||||||||
Recurring revenue retention (2)
|
100
|
%
|
|
102
|
%
|
|
102
|
%
|
|
102
|
%
|
|
102
|
%
|
|||||
Adjusted EBITDA (3)
|
$
|
2,752,411
|
|
|
$
|
1,668,052
|
|
|
$
|
1,917,463
|
|
|
$
|
(1,230,729
|
)
|
|
$
|
(662,087
|
)
|
•
|
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.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net loss
|
$
|
(27,703,958
|
)
|
|
$
|
(14,397,870
|
)
|
|
$
|
(2,096,557
|
)
|
Depreciation and amortization expense
|
4,896,713
|
|
|
3,791,973
|
|
|
2,566,673
|
|
|||
Interest expense
|
275,074
|
|
|
168,810
|
|
|
37,041
|
|
|||
Interest income
|
(2,009
|
)
|
|
(18,432
|
)
|
|
(30,629
|
)
|
|||
Income tax expense
|
552,619
|
|
|
549,718
|
|
|
310,900
|
|
|||
EBITDA
|
(21,981,561
|
)
|
|
(9,905,801
|
)
|
|
787,428
|
|
|||
Stock-based compensation
|
2,746,773
|
|
|
521,584
|
|
|
219,419
|
|
|||
Restricted stock expense
|
18,683,277
|
|
|
9,327,594
|
|
|
877,892
|
|
|||
Compensation expense related to loan forgiveness
|
927,093
|
|
|
—
|
|
|
—
|
|
|||
Puttable stock compensation
|
54,764
|
|
|
18,255
|
|
|
—
|
|
|||
Change in fair value of contingent consideration liability
|
(43,855
|
)
|
|
106,244
|
|
|
—
|
|
|||
Warrant expense
|
1,244,635
|
|
|
1,600,176
|
|
|
32,724
|
|
|||
Severance costs
|
1,121,285
|
|
|
—
|
|
|
—
|
|
|||
Adjusted EBITDA
|
$
|
2,752,411
|
|
|
$
|
1,668,052
|
|
|
$
|
1,917,463
|
|
|
As of December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
41,242,200
|
|
|
$
|
5,147,735
|
|
|
$
|
4,279,821
|
|
|
$
|
5,290,349
|
|
|
$
|
12,759,898
|
|
Working capital, excluding current deferred revenue
|
50,811,768
|
|
|
10,276,466
|
|
|
11,658,134
|
|
|
15,457,642
|
|
|
16,101,045
|
|
|||||
Total assets
|
108,230,657
|
|
|
70,097,121
|
|
|
54,756,369
|
|
|
54,086,363
|
|
|
53,913,852
|
|
|||||
Deferred revenue, current and long term
|
27,922,244
|
|
|
30,756,632
|
|
|
30,251,448
|
|
|
30,190,967
|
|
|
24,336,754
|
|
|||||
Convertible preferred stock and puttable common stock
|
—
|
|
|
76,921,359
|
|
|
69,923,745
|
|
|
65,351,718
|
|
|
61,318,206
|
|
|||||
Total stockholders' equity (deficit)
|
64,958,707
|
|
|
(63,281,483
|
)
|
|
(53,572,150
|
)
|
|
(47,747,164
|
)
|
|
(40,036,379
|
)
|
•
|
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.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net loss
|
$
|
(27,703,958
|
)
|
|
$
|
(14,397,870
|
)
|
|
$
|
(2,096,557
|
)
|
Depreciation and amortization expense
|
4,896,713
|
|
|
3,791,973
|
|
|
2,566,673
|
|
|||
Interest expense
|
275,074
|
|
|
168,810
|
|
|
37,041
|
|
|||
Interest income
|
(2,009
|
)
|
|
(18,432
|
)
|
|
(30,629
|
)
|
|||
Income tax expense
|
552,619
|
|
|
549,718
|
|
|
310,900
|
|
|||
EBITDA
|
(21,981,561
|
)
|
|
(9,905,801
|
)
|
|
787,428
|
|
|||
Stock-based compensation
|
2,746,773
|
|
|
521,584
|
|
|
219,419
|
|
|||
Restricted stock expense
|
18,683,277
|
|
|
9,327,594
|
|
|
877,892
|
|
|||
Compensation expense related to loan forgiveness
|
927,093
|
|
|
—
|
|
|
—
|
|
|||
Puttable stock compensation
|
54,764
|
|
|
18,255
|
|
|
—
|
|
|||
Change in fair value of contingent consideration liability
|
(43,855
|
)
|
|
106,244
|
|
|
—
|
|
|||
Warrant expense
|
1,244,635
|
|
|
1,600,176
|
|
|
32,724
|
|
|||
Severance costs
|
1,121,285
|
|
|
—
|
|
|
—
|
|
|||
Adjusted EBITDA
|
$
|
2,752,411
|
|
|
$
|
1,668,052
|
|
|
$
|
1,917,463
|
|
•
|
revenue recognition;
|
•
|
deferred revenue;
|
•
|
stock-based compensation;
|
•
|
goodwill;
|
•
|
capitalized software costs; and
|
•
|
income taxes.
|
•
|
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.
|
•
|
Fair value of our common stock
. Prior to our IPO, we estimated the value of our common stock. See “—Common Stock Valuations” below. Subsequent to our IPO, our Board of Directors determined the fair value of our common stock based on the closing price of our common stock as reported on the New York Stock Exchange on the day of grant.
|
•
|
Expected term
. The expected term represents the period that our stock-based awards are expected to be outstanding. As we do not have sufficient historical experience for determining the expected term of the stock option awards granted, we have based our expected term on the simplified method, which represents the average period from vesting to the expiration of the award.
|
•
|
Expected volatility
. As we do not have a sufficient trading history for our common stock, the expected stock price volatility for our common stock was estimated by taking the average historic price volatility for industry peers based on daily price observations over a period equivalent to the expected term of the stock option grants. 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.
|
•
|
Risk-free rate
. The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group.
|
•
|
Dividend yield
. We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Consequently, we used an expected dividend yield of zero.
|
•
|
contemporaneous third-party valuations performed at periodic intervals by a valuation firm;
|
•
|
the prices, rights, preferences and privileges of our preferred stock relative to the common stock;
|
•
|
the purchases of shares of preferred stock by unaffiliated venture capital firms;
|
•
|
our operating and financial performance and forecast;
|
•
|
current business conditions;
|
•
|
significant new customer wins;
|
•
|
the hiring of key personnel;
|
•
|
our stage of development;
|
•
|
the likelihood of achieving a liquidity event for the shares of common stock underlying these stock options, such as an initial public offering or sale of our company, given prevailing market conditions;
|
•
|
any adjustment necessary to recognize a lack of marketability for our common stock;
|
•
|
the market performance of comparable publicly-traded technology companies; and
|
•
|
the U.S. and global capital market conditions.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Subscription
|
$
|
45,142,117
|
|
|
$
|
38,866,989
|
|
|
$
|
32,399,577
|
|
Professional services
|
19,691,349
|
|
|
13,660,000
|
|
|
10,968,131
|
|
|||
Total revenue
|
64,833,466
|
|
|
52,526,989
|
|
|
43,367,708
|
|
|||
Cost of revenue:
|
|
|
|
|
|
||||||
Cost of subscription revenue
|
14,586,245
|
|
|
12,747,971
|
|
|
10,731,302
|
|
|||
Cost of professional services revenue
|
12,901,935
|
|
|
9,498,225
|
|
|
8,680,446
|
|
|||
Total cost of revenue
|
27,488,180
|
|
|
22,246,196
|
|
|
19,411,748
|
|
|||
Gross profit
|
37,345,286
|
|
|
30,280,793
|
|
|
23,955,960
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Sales and marketing
|
20,033,251
|
|
|
16,246,583
|
|
|
12,807,458
|
|
|||
Research and development
|
9,745,137
|
|
|
7,935,614
|
|
|
5,774,695
|
|
|||
General and administrative
|
15,761,895
|
|
|
10,468,776
|
|
|
6,275,160
|
|
|||
Restricted stock expense
|
18,683,277
|
|
|
9,327,594
|
|
|
877,892
|
|
|||
Total operating expenses
|
64,223,560
|
|
|
43,978,567
|
|
|
25,735,205
|
|
|||
Loss from operations
|
(26,878,274
|
)
|
|
(13,697,774
|
)
|
|
(1,779,245
|
)
|
|||
Interest income
|
2,009
|
|
|
18,432
|
|
|
30,629
|
|
|||
Interest expense
|
(275,074
|
)
|
|
(168,810
|
)
|
|
(37,041
|
)
|
|||
Loss before income taxes
|
(27,151,339
|
)
|
|
(13,848,152
|
)
|
|
(1,785,657
|
)
|
|||
Income tax expense
|
552,619
|
|
|
549,718
|
|
|
310,900
|
|
|||
Net loss
|
$
|
(27,703,958
|
)
|
|
$
|
(14,397,870
|
)
|
|
$
|
(2,096,557
|
)
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Revenue:
|
|
|
|
|
|
|||
Subscription
|
70
|
%
|
|
74
|
%
|
|
75
|
%
|
Professional services
|
30
|
|
|
26
|
|
|
25
|
|
Total revenue
|
100
|
|
|
100
|
|
|
100
|
|
Cost of revenue:
|
|
|
|
|
|
|||
Cost of subscription revenue (1)
|
32
|
|
|
33
|
|
|
33
|
|
Cost of professional services revenue (1)
|
66
|
|
|
70
|
|
|
79
|
|
Total cost of revenue
|
42
|
|
|
42
|
|
|
45
|
|
Gross profit
|
58
|
|
|
58
|
|
|
55
|
|
Operating expenses:
|
|
|
|
|
|
|||
Sales and marketing
|
31
|
|
|
31
|
|
|
30
|
|
Research and development
|
15
|
|
|
15
|
|
|
13
|
|
General and administrative
|
24
|
|
|
20
|
|
|
14
|
|
Restricted stock expense
|
29
|
|
|
18
|
|
|
2
|
|
Total operating expenses
|
99
|
|
|
84
|
|
|
59
|
|
Loss from operations
|
(41
|
)
|
|
(26
|
)
|
|
(4
|
)
|
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
Loss before income taxes
|
(41
|
)
|
|
(26
|
)
|
|
(4
|
)
|
Income tax expense
|
1
|
|
|
1
|
|
|
1
|
|
Net loss
|
(42
|
)%
|
|
(27
|
)%
|
|
(5
|
)%
|
|
|
|
|
|
|
|||
(1) The table shows cost of revenue as a percentage of each component of revenue.
|
|
|
|
|
|
|
Three Months Ended,
|
||||||||||||||||||||||||||||||
|
Mar 31,
2013 |
|
Jun 30,
2013 |
|
Sep 30,
2013 |
|
Dec 31,
2013 |
|
Mar 31,
2014 |
|
Jun 30,
2014 |
|
Sep 30,
2014 |
|
Dec 31,
2014 |
||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Subscription
|
$
|
8,747,187
|
|
|
$
|
8,668,142
|
|
|
$
|
9,827,099
|
|
|
$
|
11,624,561
|
|
|
$
|
10,509,769
|
|
|
$
|
10,630,709
|
|
|
$
|
11,441,819
|
|
|
$
|
12,559,820
|
|
Professional services
|
2,845,877
|
|
|
3,273,244
|
|
|
3,558,641
|
|
|
3,982,238
|
|
|
4,479,239
|
|
|
5,178,236
|
|
|
4,981,001
|
|
|
5,052,873
|
|
||||||||
Total revenue
|
11,593,064
|
|
|
11,941,386
|
|
|
13,385,740
|
|
|
15,606,799
|
|
|
14,989,008
|
|
|
15,808,945
|
|
|
16,422,820
|
|
|
17,612,693
|
|
||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cost of subscription revenue
|
3,005,199
|
|
|
3,184,923
|
|
|
3,314,294
|
|
|
3,243,555
|
|
|
3,344,728
|
|
|
3,651,853
|
|
|
3,778,873
|
|
|
3,810,791
|
|
||||||||
Cost of professional services revenue
|
2,016,431
|
|
|
2,340,002
|
|
|
2,392,352
|
|
|
2,749,440
|
|
|
2,900,324
|
|
|
3,342,566
|
|
|
3,224,945
|
|
|
3,434,100
|
|
||||||||
Total cost of revenue
|
5,021,630
|
|
|
5,524,925
|
|
|
5,706,646
|
|
|
5,992,995
|
|
|
6,245,052
|
|
|
6,994,419
|
|
|
7,003,818
|
|
|
7,244,891
|
|
||||||||
Gross profit
|
6,571,434
|
|
|
6,416,461
|
|
|
7,679,094
|
|
|
9,613,804
|
|
|
8,743,956
|
|
|
8,814,526
|
|
|
9,419,002
|
|
|
10,367,802
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sales and marketing
|
3,673,254
|
|
|
4,091,874
|
|
|
4,103,382
|
|
|
4,378,073
|
|
|
4,848,024
|
|
|
5,114,468
|
|
|
4,717,795
|
|
|
5,352,964
|
|
||||||||
Research and development
|
1,941,140
|
|
|
1,833,111
|
|
|
2,051,430
|
|
|
2,109,933
|
|
|
2,188,474
|
|
|
2,379,144
|
|
|
2,492,531
|
|
|
2,684,988
|
|
||||||||
General and administrative
|
2,257,852
|
|
|
2,624,834
|
|
|
2,801,763
|
|
|
2,784,327
|
|
|
4,752,136
|
|
|
3,299,735
|
|
|
4,249,190
|
|
|
3,460,834
|
|
||||||||
Restricted stock expense
|
3,529,854
|
|
|
3,182,357
|
|
|
1,993,543
|
|
|
621,840
|
|
|
18,683,277
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total operating expenses
|
11,402,100
|
|
|
11,732,176
|
|
|
10,950,118
|
|
|
9,894,173
|
|
|
30,471,911
|
|
|
10,793,347
|
|
|
11,459,516
|
|
|
11,498,786
|
|
||||||||
Loss from operations
|
(4,830,666
|
)
|
|
(5,315,715
|
)
|
|
(3,271,024
|
)
|
|
(280,369
|
)
|
|
(21,727,955
|
)
|
|
(1,978,821
|
)
|
|
(2,040,514
|
)
|
|
(1,130,984
|
)
|
||||||||
Interest income
|
167
|
|
|
17,861
|
|
|
211
|
|
|
193
|
|
|
213
|
|
|
91
|
|
|
1,615
|
|
|
90
|
|
||||||||
Interest expense
|
(5,448
|
)
|
|
(18,745
|
)
|
|
(51,210
|
)
|
|
(93,407
|
)
|
|
(112,977
|
)
|
|
(55,917
|
)
|
|
(48,546
|
)
|
|
(57,634
|
)
|
||||||||
Loss before income taxes
|
(4,835,947
|
)
|
|
(5,316,599
|
)
|
|
(3,322,023
|
)
|
|
(373,583
|
)
|
|
(21,840,719
|
)
|
|
(2,034,647
|
)
|
|
(2,087,445
|
)
|
|
(1,188,528
|
)
|
||||||||
Income tax expense
|
201,243
|
|
|
41,325
|
|
|
169,472
|
|
|
137,678
|
|
|
99,012
|
|
|
150,537
|
|
|
150,901
|
|
|
152,169
|
|
||||||||
Net loss
|
$
|
(5,037,190
|
)
|
|
$
|
(5,357,924
|
)
|
|
$
|
(3,491,495
|
)
|
|
$
|
(511,261
|
)
|
|
$
|
(21,939,731
|
)
|
|
$
|
(2,185,184
|
)
|
|
$
|
(2,238,346
|
)
|
|
$
|
(1,340,697
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less Than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More Than
5 Years
|
||||||||||
Contractual Obligations: (1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating lease commitments
|
$
|
14,305,593
|
|
|
$
|
2,824,912
|
|
|
$
|
4,844,741
|
|
|
$
|
3,808,313
|
|
|
$
|
2,827,627
|
|
Capital lease commitments
|
3,745,040
|
|
|
1,479,914
|
|
|
2,067,483
|
|
|
197,643
|
|
|
—
|
|
|||||
Other*
|
2,500,000
|
|
|
—
|
|
|
2,500,000
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
20,550,633
|
|
|
$
|
4,304,826
|
|
|
$
|
9,412,224
|
|
|
$
|
4,005,956
|
|
|
$
|
2,827,627
|
|
*
|
Represents the maximum earnout payment relating to our acquisition of EasyCargo. By March 15, 2016, we are obligated to pay additional consideration if, during the three-year period ending December 31, 2015, aggregate China Trade Management (CTM) revenue exceeds $7.7 million. The additional consideration will be equal to 50% of CTM revenue in excess of $7.7 million for that period, up to a maximum of $2.5 million, and we may pay the additional consideration at our option in cash or common stock.
|
(1)
|
On March 2, 2015, we entered into and completed the acquisition of ecVision (International) Inc., a Cayman Islands company with US, Hong Kong and China subsidiaries. We paid a purchase price of $26,398,400 before giving effect to certain expenses and adjustments that resulted in an upfront cost to us of approximately $27,100,000. We acquired ecVision for a net cash amount of approximately $24,400,000, before giving effect to these expenses and adjustments, and net of ecVision’s $2,000,000 of target working capital. We will also make an earn out payment of up to $5,176,000 on June 1, 2016 as follows: (i) $3,500,000 if ecVision’s products and services revenues under GAAP from April 1, 2015 through March 31, 2016 (the New Year Period) grow at an annual rate of 18% compared to the period from April 1, 2014 through March 31, 2015 (the Prior Year Period); (ii) the full $5,176,000 if ecVision’s products and services revenues under GAAP grow in the New Year Period at 20% or more compared to the Prior Year Period; or (iii) a proportional payment between $3,500,000 and $5,176,000 if ecVision’s products and services revenues under GAAP grow in the New Year Period at more than 18% but less than 20% compared to the Prior Year Period.
|
|
AMBER ROAD, INC.
|
|
|
|
|
Date: March 13, 2015
|
By:
|
/s/ JAMES W. PREUNINGER
|
|
|
James W. Preuninger
|
|
|
Chief Executive Officer and Director
|
|
|
(Principal Executive Officer)
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Signature
|
Title
|
Date
|
|
|
|
/s/ JAMES W. PREUNINGER
|
Chief Executive Officer and Director
|
March 13, 2015
|
James W. Preuninger
|
(Principal Executive Officer)
|
|
/s/ THOMAS E. CONWAY
|
Chief Financial Officer
|
March 13, 2015
|
Thomas E. Conway
|
(Principal Financial and Accounting Officer)
|
|
/s/ DONALD R. CALDWELL
|
Director
|
March 13, 2015
|
Donald R. Caldwell
|
|
|
/s/ PAMELA F. CRAVEN
|
Director
|
March 13, 2015
|
Pamela F. Craven
|
|
|
/s/ KENNETH M. HARVEY
|
Director
|
March 13, 2015
|
Kenneth M. Harvey
|
|
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/s/ CHO YING DAVY HO
|
Director
|
March 13, 2015
|
Cho Ying Davy Ho
|
|
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/s/ RUDY C. HOWARD
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Director
|
March 13, 2015
|
Rudy C. Howard
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|
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/s/ JOHN MALONE
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Director
|
March 13, 2015
|
John Malone
|
|
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/s/ BARRY M. V. WILLIAMS
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Director
|
March 13, 2015
|
Barry M. V. Williams
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Incorporated by Reference
|
||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing Date/
Period End
Date
|
2.1
|
|
Merger Agreement, dated as of March 2, 2015, among ecVision (International) Inc., Project 20/20 Acquisition Corp., the Registrant and Fortis Advisors LLC.
|
|
8-K
|
|
2.1
|
|
3/6/15
|
3.1
|
|
Form of Amended and Restated Certificate of Incorporation of the Registrant effective March 26, 2014.
|
|
S-1/A
|
|
3.1
|
|
3/5/14
|
3.2
|
|
Amended and Restated Bylaws of the Registrant effective March 26, 2014.
|
|
S-1/A
|
|
3.2
|
|
3/5/14
|
4.1
|
|
Specimen Common Stock Certificate of Amber Road, Inc.
|
|
S-1/A
|
|
4.1
|
|
3/5/14
|
4.2
|
|
Warrant to Purchase Common Stock, issued March 27, 2007 to Orix Venture Finance LLC.
|
|
S-1/A
|
|
4.2
|
|
3/5/14
|
10.1
|
|
Data Center and General Services Agreement, dated as of November 1, 2009, between Florida Technology Managed Services, Inc. and the Registrant.
|
|
S-1/A
|
|
10.1
|
|
3/5/14
|
10.2
|
|
Amendment 1 to Data Center and General Services Agreement, dated as of November 1, 2012, between Registrant and Florida Technology Managed Services, Inc.
|
|
S-1/A
|
|
10.2
|
|
3/5/14
|
10.3
|
|
Fourth Amended and Restated Investor Rights Agreement, dated as of July 16, 2010, by and among the Registrant and the investors signatory thereto.
|
|
S-1/A
|
|
10.3
|
|
3/5/14
|
10.4*
|
|
Employment Agreement with James W. Preuninger, dated March 3, 2014.
|
|
S-1/A
|
|
10.4
|
|
3/5/14
|
10.5*
|
|
Employment Agreement with John W. Preuninger, dated March 3, 2014.
|
|
S-1/A
|
|
10.5
|
|
3/5/14
|
10.6
|
|
Form of Change in Control Agreement.
|
|
S-1/A
|
|
10.6
|
|
3/5/14
|
10.7*
|
|
2002 Stock Option Plan, as amended.
|
|
S-1/A
|
|
10.7
|
|
3/5/14
|
10.8*
|
|
Form of Employee Stock Option Agreement under the 2002 Stock Option Plan, as amended.
|
|
S-1/A
|
|
10.8
|
|
3/5/14
|
10.9*
|
|
Form of Director Stock Option Agreement under the 2002 Stock Option Plan, as amended.
|
|
S-1/A
|
|
10.9
|
|
3/5/14
|
10.10*
|
|
2012 Omnibus Incentive Compensation Plan.
|
|
S-1/A
|
|
10.10
|
|
3/5/14
|
10.11*
|
|
Form of Stock Option Agreement for officers and employees under 2012 Omnibus Incentive Compensation Plan.
|
|
S-1/A
|
|
10.11
|
|
3/5/14
|
10.12*
|
|
Form of Stock Option Agreement for directors under 2012 Omnibus Incentive Compensation Plan.
|
|
S-1/A
|
|
10.12
|
|
3/5/14
|
10.13*
|
|
Form of Indemnification Agreement.
|
|
S-1/A
|
|
10.13
|
|
3/5/14
|
10.15
|
|
Office Lease by and between the Metropolitan Life Insurance Company and the Registrant, dated as of October 5, 1998, as amended.
|
|
S-1/A
|
|
10.15
|
|
3/5/14
|
10.16
|
|
Deed of Lease by and between MEPT 1660 International Drive LLC and the Registrant, dated as of June 14, 2011.
|
|
S-1/A
|
|
10.16
|
|
3/5/14
|
10.17
|
|
Lease Agreement by and between PFRS Crossroads Corp. and the Registrant, dated as of April 30, 2010.
|
|
S-1/A
|
|
10.17
|
|
3/5/14
|
10.18
|
|
Loan and Security Agreement, dated as of April 10, 2013, between Silicon Valley Bank and the Registrant.
|
|
S-1/A
|
|
10.18
|
|
3/5/14
|
10.19
|
|
Waiver and First Amendment to Loan and Security Agreement, dated as of December 30, 2013, between Silicon Valley Bank and the Registrant.
|
|
S-1/A
|
|
10.19
|
|
3/5/14
|
10.20
|
|
Share Purchase Agreement dated as of September 3, 2013 among Sunrise International Ltd., the Shareholder Representative Committee, the shareholders of Sunrise International Ltd., the Registrant and Amber Road Holdings, Inc.
|
|
S-1/A
|
|
10.20
|
|
3/5/14
|
10.21
|
|
Lease Deed, dated November 8, 2013, between M/s. Paliwal Overseas Private Limited and M/s. Amber Road Software Private Limited.
|
|
S-1/A
|
|
10.21
|
|
3/5/14
|
10.22*
|
|
Form of Management Severance Policy.
|
|
S-1/A
|
|
10.22
|
|
3/5/14
|
10.23*
|
|
Employment agreement with Kae-por Chang.
|
|
S-1/A
|
|
10.23
|
|
3/5/14
|
10.24
‡
|
|
Amendment 2 to Data Center and General Services Agreement, dated as of November 1, 2014, between the Registrant and Florida Technology Managed Services, Inc.
|
|
10-Q
|
|
10.24
|
|
11/7/14
|
10.25
|
|
Credit Agreement, dated as of March 4, 2015, between the Registrant and KeyBank National Association.
|
|
8-K
|
|
10.1
|
|
3/6/15
|
10.26
|
|
Form of the 2015 Stock Option Award Certificate
|
|
8-K
|
|
10.1
|
|
2/25/15
|
10.27
|
|
Form of the 2015 Performance Share Award Certificate
|
|
8-K
|
|
10.2
|
|
2/25/15
|
10.28**
|
|
Form of Non-Employee Director Restricted Stock Units Award Agreement.
|
|
|
|
|
|
|
10.29*
|
|
Separation Agreement and General Release dated July 16, 2014, between the Registrant and John W. Preuninger.
|
|
8-K
|
|
10.1
|
|
7/17/14
|
21.1**
|
|
Subsidiaries of the Registrant.
|
|
|
|
|
|
|
23.1**
|
|
Consent of KPMG LLP, independent registered public accounting firm.
|
|
|
|
|
|
|
31.1**
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
|
|
|
|
|
|
|
31.2**
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
|
|
|
|
|
|
|
|
Page
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
41,242,200
|
|
|
$
|
5,147,735
|
|
Accounts receivable, net
|
15,645,386
|
|
|
11,017,671
|
|
||
Unbilled receivables
|
254,243
|
|
|
144,067
|
|
||
Deferred commissions
|
3,322,553
|
|
|
2,983,400
|
|
||
Prepaid expenses and other current assets
|
1,445,964
|
|
|
869,108
|
|
||
Deferred offering costs
|
—
|
|
|
2,786,376
|
|
||
Total current assets
|
61,910,346
|
|
|
22,948,357
|
|
||
Property and equipment, net
|
12,918,540
|
|
|
13,102,380
|
|
||
Goodwill
|
24,476,157
|
|
|
24,476,157
|
|
||
Other intangibles, net
|
1,011,526
|
|
|
1,201,034
|
|
||
Deferred commissions
|
6,906,165
|
|
|
7,066,512
|
|
||
Deposits and other assets
|
1,007,923
|
|
|
1,302,681
|
|
||
Total assets
|
$
|
108,230,657
|
|
|
$
|
70,097,121
|
|
Liabilities and Stockholders’ Equity (Deficit)
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current installments of obligations under capital leases
|
$
|
1,321,610
|
|
|
$
|
1,022,176
|
|
Accounts payable
|
1,733,209
|
|
|
2,568,161
|
|
||
Accrued expenses
|
8,043,759
|
|
|
9,081,554
|
|
||
Deferred revenue
|
26,168,358
|
|
|
26,115,001
|
|
||
Total current liabilities
|
37,266,936
|
|
|
38,786,892
|
|
||
Capital lease obligations, less current portion
|
2,141,584
|
|
|
2,068,308
|
|
||
Deferred revenue, less current portion
|
1,753,886
|
|
|
4,641,631
|
|
||
Revolving credit facility
|
—
|
|
|
6,978,525
|
|
||
Other noncurrent liabilities
|
2,109,544
|
|
|
3,981,889
|
|
||
Total liabilities
|
43,271,950
|
|
|
56,457,245
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
||
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 December 31, 2014 and 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 December 31, 2014 and 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 December 31, 2014 and 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 December 31, 2014 and 2013, respectively
|
—
|
|
|
10,818,014
|
|
||
Series E Redeemable Convertible Preferred Stock, no par value. Authorized, issued and outstanding, none at December 31, 2014; Authorized 6,709,007 shares, issued and outstanding 4,472,671 shares at December 31, 2014
|
—
|
|
|
28,248,692
|
|
||
Puttable common stock, no par value, issued and outstanding, none and 197,914 shares at December 31, 2014 and 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 December 31, 2014, no par value at December 31, 2013. Authorized, 100,000,000 and 38,100,100 shares at December 31, 2014 and 2013, respectively; issued and outstanding 25,765,792 and 5,005,911 shares at December 31, 2014 and 2013, respectively
|
25,766
|
|
|
15,221,195
|
|
||
Additional paid-in capital
|
173,665,585
|
|
|
—
|
|
||
Accumulated other comprehensive loss
|
(607,492
|
)
|
|
(485,917
|
)
|
||
Accumulated deficit
|
(108,125,152
|
)
|
|
(78,016,761
|
)
|
||
Total stockholders’ equity (deficit)
|
64,958,707
|
|
|
(63,281,483
|
)
|
||
Total liabilities and stockholders’ equity (deficit)
|
$
|
108,230,657
|
|
|
$
|
70,097,121
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Subscription
|
$
|
45,142,117
|
|
|
$
|
38,866,989
|
|
|
$
|
32,399,577
|
|
Professional services
|
19,691,349
|
|
|
13,660,000
|
|
|
10,968,131
|
|
|||
Total revenue
|
64,833,466
|
|
|
52,526,989
|
|
|
43,367,708
|
|
|||
Cost of revenue (1):
|
|
|
|
|
|
||||||
Cost of subscription revenue
|
14,586,245
|
|
|
12,747,971
|
|
|
10,731,302
|
|
|||
Cost of professional services revenue
|
12,901,935
|
|
|
9,498,225
|
|
|
8,680,446
|
|
|||
Total cost of revenue
|
27,488,180
|
|
|
22,246,196
|
|
|
19,411,748
|
|
|||
Gross profit
|
37,345,286
|
|
|
30,280,793
|
|
|
23,955,960
|
|
|||
Operating expenses (1):
|
|
|
|
|
|
||||||
Sales and marketing
|
20,033,251
|
|
|
16,246,583
|
|
|
12,807,458
|
|
|||
Research and development
|
9,745,137
|
|
|
7,935,614
|
|
|
5,774,695
|
|
|||
General and administrative
|
15,761,895
|
|
|
10,468,776
|
|
|
6,275,160
|
|
|||
Restricted stock expense
|
18,683,277
|
|
|
9,327,594
|
|
|
877,892
|
|
|||
Total operating expenses
|
64,223,560
|
|
|
43,978,567
|
|
|
25,735,205
|
|
|||
Loss from operations
|
(26,878,274
|
)
|
|
(13,697,774
|
)
|
|
(1,779,245
|
)
|
|||
Interest income
|
2,009
|
|
|
18,432
|
|
|
30,629
|
|
|||
Interest expense
|
(275,074
|
)
|
|
(168,810
|
)
|
|
(37,041
|
)
|
|||
Loss before income taxes
|
(27,151,339
|
)
|
|
(13,848,152
|
)
|
|
(1,785,657
|
)
|
|||
Income tax expense
|
552,619
|
|
|
549,718
|
|
|
310,900
|
|
|||
Net loss
|
(27,703,958
|
)
|
|
(14,397,870
|
)
|
|
(2,096,557
|
)
|
|||
Accretion of redeemable convertible preferred stock and puttable common stock
|
(2,416,505
|
)
|
|
(4,849,607
|
)
|
|
(4,035,920
|
)
|
|||
Preferred stock deemed dividend
|
—
|
|
|
—
|
|
|
(536,107
|
)
|
|||
Net loss attributable to common stockholders
|
$
|
(30,120,463
|
)
|
|
$
|
(19,247,477
|
)
|
|
$
|
(6,668,584
|
)
|
|
|
|
|
|
|
||||||
Net loss per common share (Note 11):
|
|
|
|
|
|
||||||
Basic and diluted
|
$
|
(1.46
|
)
|
|
$
|
(5.11
|
)
|
|
$
|
(1.82
|
)
|
Weighted-average common shares outstanding (Note 11):
|
|
|
|
|
|
||||||
Basic and diluted
|
20,623,760
|
|
|
3,763,562
|
|
|
3,673,181
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net loss
|
$
|
(27,703,958
|
)
|
|
$
|
(14,397,870
|
)
|
|
$
|
(2,096,557
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
|
|||||
Foreign currency translation
|
(121,575
|
)
|
|
(305,133
|
)
|
|
(298,080
|
)
|
|||
Total other comprehensive loss
|
(121,575
|
)
|
|
(305,133
|
)
|
|
(298,080
|
)
|
|||
Comprehensive loss
|
$
|
(27,825,533
|
)
|
|
$
|
(14,703,003
|
)
|
|
$
|
(2,394,637
|
)
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|||||||||||
|
|
|
|
|
Additional
|
|
Other
|
|
|
|
Total
|
|||||||||||
|
Common Stock
|
|
Paid-in
|
|
Comprehensive
|
|
Accumulated
|
|
Stockholders'
|
|||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Income (Loss)
|
|
Deficit
|
|
Equity (Deficit)
|
|||||||||||
Balance at December 31, 2011
|
4,818,643
|
|
|
$
|
4,200,589
|
|
|
$
|
—
|
|
|
$
|
117,296
|
|
|
$
|
(52,065,049
|
)
|
|
$
|
(47,747,164
|
)
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,096,557
|
)
|
|
(2,096,557
|
)
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(298,080
|
)
|
|
—
|
|
|
(298,080
|
)
|
|||||
Accretion of Redeemable Convertible
Preferred Stock |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,572,027
|
)
|
|
(4,572,027
|
)
|
|||||
Exercise of common stock options
|
107,776
|
|
|
44,367
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,367
|
|
|||||
Compensation related to restricted stock
|
—
|
|
|
877,892
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
877,892
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
219,419
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
219,419
|
|
|||||
Balance at December 31, 2012
|
4,926,419
|
|
|
5,342,267
|
|
|
—
|
|
|
(180,784
|
)
|
|
(58,733,633
|
)
|
|
(53,572,150
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,397,870
|
)
|
|
(14,397,870
|
)
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(305,133
|
)
|
|
—
|
|
|
(305,133
|
)
|
|||||
Accretion of Redeemable Convertible
Preferred Stock |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,849,607
|
)
|
|
(4,849,607
|
)
|
|||||
Exercise of common stock options
|
79,492
|
|
|
29,750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,750
|
|
|||||
Compensation related to restricted stock
|
—
|
|
|
9,327,594
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,327,594
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
521,584
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
521,584
|
|
|||||
Accretion of puttable common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,651
|
)
|
|
(35,651
|
)
|
|||||
Balance at December 31, 2013
|
5,005,911
|
|
|
15,221,195
|
|
|
—
|
|
|
(485,917
|
)
|
|
(78,016,761
|
)
|
|
(63,281,483
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,703,958
|
)
|
|
(27,703,958
|
)
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(121,575
|
)
|
|
—
|
|
|
(121,575
|
)
|
|||||
Effect of par value on existing shares
|
—
|
|
|
(15,216,189
|
)
|
|
15,216,189
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Accretion of Redeemable Convertible
Preferred Stock |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,380,858
|
)
|
|
(2,380,858
|
)
|
|||||
Exercise of common stock options
|
767,593
|
|
|
768
|
|
|
1,567,369
|
|
|
—
|
|
|
—
|
|
|
1,568,137
|
|
|||||
Exercise of common stock warrant
|
196,304
|
|
|
196
|
|
|
3,011,712
|
|
|
—
|
|
|
—
|
|
|
3,011,908
|
|
|||||
Compensation related to restricted stock
|
—
|
|
|
—
|
|
|
18,683,277
|
|
|
—
|
|
|
—
|
|
|
18,683,277
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
2,746,773
|
|
|
—
|
|
|
—
|
|
|
2,746,773
|
|
|||||
Accretion of puttable common stock
|
197,914
|
|
|
198
|
|
|
2,183,456
|
|
|
—
|
|
|
(23,575
|
)
|
|
2,160,079
|
|
|||||
Conversion of Preferred Stock
|
14,802,188
|
|
|
14,802
|
|
|
77,139,409
|
|
|
—
|
|
|
—
|
|
|
77,154,211
|
|
|||||
Issuance of common stock for initial public offering, net
|
4,782,870
|
|
|
4,783
|
|
|
53,074,721
|
|
|
—
|
|
|
—
|
|
|
53,079,504
|
|
|||||
Common stock issued for contingent
consideration |
13,012
|
|
|
13
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock compensation for contingent
consideration |
—
|
|
|
—
|
|
|
42,692
|
|
|
—
|
|
|
—
|
|
|
42,692
|
|
|||||
Balance at December 31, 2014
|
25,765,792
|
|
|
$
|
25,766
|
|
|
$
|
173,665,585
|
|
|
$
|
(607,492
|
)
|
|
$
|
(108,125,152
|
)
|
|
$
|
64,958,707
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(27,703,958
|
)
|
|
$
|
(14,397,870
|
)
|
|
$
|
(2,096,557
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
4,896,713
|
|
|
3,791,973
|
|
|
2,566,673
|
|
|||
Bad debt expense
|
47,006
|
|
|
46,500
|
|
|
60,000
|
|
|||
Stock-based compensation
|
2,746,773
|
|
|
521,584
|
|
|
219,419
|
|
|||
Loss on asset impairment
|
11,964
|
|
|
30,261
|
|
|
—
|
|
|||
Restricted stock non-cash compensation
|
18,683,277
|
|
|
9,327,594
|
|
|
877,892
|
|
|||
Compensation related to puttable common stock
|
54,764
|
|
|
18,255
|
|
|
—
|
|
|||
Change in fair value of contingent consideration liability
|
(43,855
|
)
|
|
106,244
|
|
|
—
|
|
|||
Non-cash interest expense related to debt
|
—
|
|
|
23,227
|
|
|
—
|
|
|||
Change in fair value of warrant liability
|
1,244,635
|
|
|
1,600,176
|
|
|
32,674
|
|
|||
Amortization of debt financing costs
|
43,858
|
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(4,684,880
|
)
|
|
(1,004,874
|
)
|
|
1,559,364
|
|
|||
Unbilled receivables
|
(113,471
|
)
|
|
96,170
|
|
|
41,651
|
|
|||
Prepaid expenses and other current assets
|
(801,221
|
)
|
|
(3,274,161
|
)
|
|
(1,201,895
|
)
|
|||
Accounts payable
|
(182,112
|
)
|
|
431,342
|
|
|
(497,224
|
)
|
|||
Accrued expenses
|
432,225
|
|
|
3,232,110
|
|
|
1,105,675
|
|
|||
Other liabilities
|
(102,032
|
)
|
|
(64,266
|
)
|
|
1,194,333
|
|
|||
Deferred revenue
|
(2,833,077
|
)
|
|
504,824
|
|
|
60,481
|
|
|||
Net cash provided by (used in) operating activities
|
(8,303,391
|
)
|
|
989,089
|
|
|
3,922,486
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(723,475
|
)
|
|
(327,024
|
)
|
|
(1,511,114
|
)
|
|||
Addition of capitalized software development costs
|
(1,970,963
|
)
|
|
(2,409,325
|
)
|
|
(3,272,403
|
)
|
|||
Acquisition, net of cash acquired of $85,310
|
—
|
|
|
(1,914,768
|
)
|
|
—
|
|
|||
Cash received (paid) for deposits
|
226,690
|
|
|
(534,919
|
)
|
|
11,412
|
|
|||
Decrease in restricted cash
|
56,409
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(2,411,339
|
)
|
|
(5,186,036
|
)
|
|
(4,772,105
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from revolving line of credit
|
—
|
|
|
7,478,525
|
|
|
—
|
|
|||
Payments on revolving line of credit
|
(6,978,525
|
)
|
|
(500,000
|
)
|
|
—
|
|
|||
Debt financing costs
|
—
|
|
|
(51,764
|
)
|
|
—
|
|
|||
Repayments on capital lease obligations
|
(1,246,226
|
)
|
|
(1,022,176
|
)
|
|
(164,919
|
)
|
|||
Proceeds from the exercise of stock options
|
1,568,137
|
|
|
29,750
|
|
|
44,367
|
|
|||
Proceeds from the exercise of common stock warrant
|
40,452
|
|
|
—
|
|
|
—
|
|
|||
Payment of offering costs
|
(4,266,455
|
)
|
|
(478,939
|
)
|
|
—
|
|
|||
Proceeds from initial public offering, net of underwriting discounts and commissions
|
57,824,899
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
46,942,282
|
|
|
5,455,396
|
|
|
(120,552
|
)
|
|||
Effect of exchange rate on cash and cash equivalents
|
(133,087
|
)
|
|
(390,535
|
)
|
|
(40,357
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
36,094,465
|
|
|
867,914
|
|
|
(1,010,528
|
)
|
|||
Cash and cash equivalents at beginning of period
|
5,147,735
|
|
|
4,279,821
|
|
|
5,290,349
|
|
|||
Cash and cash equivalents at end of period
|
$
|
41,242,200
|
|
|
$
|
5,147,735
|
|
|
$
|
4,279,821
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Accretion of Series E Preferred Stock
|
$
|
2,289,793
|
|
|
$
|
4,743,956
|
|
|
$
|
3,941,358
|
|
Accrual for Series D Preferred Stock dividends
|
—
|
|
|
—
|
|
|
536,107
|
|
|||
Accretion of Series A, B, C, D and E issuance costs
|
91,065
|
|
|
105,651
|
|
|
94,562
|
|
|||
Accretion of puttable common stock
|
35,647
|
|
|
—
|
|
|
—
|
|
|||
Cash paid for interest
|
275,074
|
|
|
145,207
|
|
|
23,841
|
|
|||
Non-cash property and equipment acquired under capital lease
|
1,618,936
|
|
|
3,532,086
|
|
|
707,911
|
|
|||
Non-cash property and equipment purchases in accounts payable
|
236,398
|
|
|
112,111
|
|
|
69,498
|
|
|||
Non-cash deferred offering costs in accounts payable and accrued expenses
|
—
|
|
|
2,307,437
|
|
|
—
|
|
|||
Non-cash conversion of Series A, B, C, D and E preferred stock
|
77,139,409
|
|
|
—
|
|
|
—
|
|
(1)
|
Background
|
(2)
|
Summary of Significant Accounting Policies and Practices
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Cash and cash equivalents
|
$
|
41,241,784
|
|
|
$
|
5,147,360
|
|
Money market accounts
|
416
|
|
|
375
|
|
||
|
$
|
41,242,200
|
|
|
$
|
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
|
||||||||
|
December 31,
|
|
Markets
|
|
Inputs
|
|
Inputs
|
||||||||
|
2014
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market accounts
|
$
|
416
|
|
|
$
|
416
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash:
|
|
|
|
|
|
|
|
||||||||
Money market accounts
|
282,050
|
|
|
282,050
|
|
|
—
|
|
|
—
|
|
||||
Total assets measured at fair value on a recurring basis
|
$
|
282,466
|
|
|
$
|
282,466
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Acquisition contingent consideration liability
|
$
|
287,441
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
287,441
|
|
Total liabilities measured at fair value on a recurring basis
|
$
|
287,441
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
287,441
|
|
|
|
|
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, 2012
|
$
|
126,686
|
|
|
$
|
—
|
|
Acquisition (Note 3)
|
—
|
|
|
225,052
|
|
||
Mark to estimated fair value recorded as general and administrative expense
|
1,600,176
|
|
|
106,244
|
|
||
Balance at December 31, 2013
|
1,726,862
|
|
|
331,296
|
|
||
Mark to estimated fair value recorded as general and administrative expense
|
1,244,635
|
|
|
(43,855
|
)
|
||
Exercise of common stock warrants
|
(2,971,497
|
)
|
|
—
|
|
||
Balance at December 31, 2014
|
$
|
—
|
|
|
$
|
287,441
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Beginning balance
|
$
|
91,709
|
|
|
$
|
27,384
|
|
|
$
|
52,702
|
|
Provision for doubtful accounts
|
47,006
|
|
|
46,500
|
|
|
60,000
|
|
|||
Acquisition (Note 3)
|
—
|
|
|
24,695
|
|
|
—
|
|
|||
Write-offs, net of recoveries
|
—
|
|
|
(6,870
|
)
|
|
(85,318
|
)
|
|||
Ending balance
|
$
|
138,715
|
|
|
$
|
91,709
|
|
|
$
|
27,384
|
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||
Accounts Receivable:
|
|
|
|
||
Company A (1)
|
10
|
%
|
|
13
|
%
|
Company B
|
*
|
|
|
*
|
|
* Less than 10%
|
|
|
|
||
(1) Company A did not renew its subscription at the end of its current term, which ended December 31, 2014.
|
Asset Classification
|
Estimated Useful Life
|
Computer and equipment
|
3 to 5 years
|
Software
|
3 to 5 years
|
Furniture and fixtures
|
7 years
|
Leasehold improvements
|
Shorter of the estimated useful life or the remaining lease term
|
•
|
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.
|
|
Year Ended December 31,
|
||||||||||
Country
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
$
|
55,817,733
|
|
|
$
|
46,750,740
|
|
|
$
|
39,505,790
|
|
International
|
9,015,733
|
|
|
5,776,249
|
|
|
3,861,918
|
|
|||
Total revenue
|
$
|
64,833,466
|
|
|
$
|
52,526,989
|
|
|
$
|
43,367,708
|
|
(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 – December 31, 2013
|
$
|
53,263,089
|
|
|
$
|
14,816,453
|
|
(4)
|
Consolidated Balance Sheet Components
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Computer software and equipment
|
$
|
12,115,113
|
|
|
$
|
9,493,279
|
|
Software development costs
|
12,939,065
|
|
|
11,374,854
|
|
||
Furniture and fixtures
|
1,986,607
|
|
|
1,790,875
|
|
||
Leasehold improvements
|
2,671,037
|
|
|
2,561,065
|
|
||
Total property and equipment
|
29,711,822
|
|
|
25,220,073
|
|
||
Less: accumulated depreciation and amortization
|
(16,793,282
|
)
|
|
(12,117,693
|
)
|
||
Total property and equipment, net
|
$
|
12,918,540
|
|
|
$
|
13,102,380
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Accrued bonus
|
$
|
2,999,209
|
|
|
$
|
1,749,780
|
|
Accrued commission
|
2,332,910
|
|
|
3,928,419
|
|
||
Deferred rent
|
195,681
|
|
|
196,761
|
|
||
Accrued offering costs
|
—
|
|
|
1,445,000
|
|
||
Accrued severance
|
845,810
|
|
|
—
|
|
||
Other accrued expenses
|
1,670,149
|
|
|
1,761,594
|
|
||
Total
|
$
|
8,043,759
|
|
|
$
|
9,081,554
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Current:
|
|
|
|
||||
Subscription revenue
|
$
|
20,907,087
|
|
|
$
|
19,881,982
|
|
Professional services revenue
|
1,603,757
|
|
|
2,575,505
|
|
||
Other
|
3,657,514
|
|
|
3,657,514
|
|
||
Total current
|
26,168,358
|
|
|
26,115,001
|
|
||
|
|
|
|
||||
Noncurrent:
|
|
|
|
||||
Subscription revenue
|
387,965
|
|
|
376,245
|
|
||
Professional services revenue
|
1,055,282
|
|
|
1,192,233
|
|
||
Other
|
310,639
|
|
|
3,073,153
|
|
||
Total noncurrent
|
1,753,886
|
|
|
4,641,631
|
|
||
Total deferred revenue
|
$
|
27,922,244
|
|
|
$
|
30,756,632
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Deferred rent
|
$
|
1,822,061
|
|
|
$
|
1,897,137
|
|
Warrant
|
—
|
|
|
1,726,862
|
|
||
Acquisition contingent consideration liability
|
287,441
|
|
|
331,296
|
|
||
Other
|
42
|
|
|
26,594
|
|
||
Total
|
$
|
2,109,544
|
|
|
$
|
3,981,889
|
|
(5)
|
Goodwill and Other Intangibles
|
|
Amortization
|
|
December 31,
|
||||||
|
Period
|
|
2014
|
|
2013
|
||||
Acquired technology
|
3 to 5 years
|
|
$
|
1,462,600
|
|
|
$
|
1,462,600
|
|
Customer related intangibles
|
10 to 15 years
|
|
2,979,300
|
|
|
2,979,300
|
|
||
Patents and other
|
Not applicable
|
|
96,700
|
|
|
96,700
|
|
||
|
|
|
4,538,600
|
|
|
4,538,600
|
|
||
Less: accumulated amortization
|
|
(3,527,074
|
)
|
|
(3,337,566
|
)
|
|||
|
|
|
$
|
1,011,526
|
|
|
$
|
1,201,034
|
|
Assets Acquired:
|
Amount
|
||
Customer relationship assets
|
$
|
719,300
|
|
Developed technology
|
102,600
|
|
|
Trade name
|
56,700
|
|
|
|
$
|
878,600
|
|
2015
|
$
|
172,433
|
|
2016
|
160,127
|
|
|
2017
|
102,259
|
|
|
2018
|
94,490
|
|
|
2019
|
87,721
|
|
|
Thereafter
|
354,496
|
|
|
|
$
|
971,526
|
|
Balance at December 31, 2012
|
$
|
21,290,501
|
|
EasyCargo acquisition (Note 3)
|
3,185,656
|
|
|
Balance at December 31, 2013
|
24,476,157
|
|
|
2014 activity
|
—
|
|
|
Balance at December 31, 2014
|
$
|
24,476,157
|
|
(6)
|
Income Taxes
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Loss before income taxes:
|
|
|
|
|
|
|
|
|
|||
Domestic
|
$
|
(17,138,329
|
)
|
|
$
|
(6,491,150
|
)
|
|
$
|
5,057,650
|
|
Foreign
|
(10,013,010
|
)
|
|
(7,357,002
|
)
|
|
(6,843,307
|
)
|
|||
|
$
|
(27,151,339
|
)
|
|
$
|
(13,848,152
|
)
|
|
$
|
(1,785,657
|
)
|
Current provision:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
—
|
|
|
11,087
|
|
|
16,300
|
|
|||
Foreign
|
552,619
|
|
|
538,631
|
|
|
294,600
|
|
|||
|
$
|
552,619
|
|
|
$
|
549,718
|
|
|
$
|
310,900
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Statutory U.S. federal tax rate (benefit)
|
(35.0
|
)%
|
|
(35.0
|
)%
|
|
(35.0
|
)%
|
State income taxes, net of federal benefit
|
0.0
|
|
|
0.1
|
|
|
0.6
|
|
Foreign taxes
|
2.5
|
|
|
3.9
|
|
|
16.5
|
|
Stock-based compensation
|
22.0
|
|
|
23.6
|
|
|
14.6
|
|
Change in valuation allowance
|
7.1
|
|
|
9.2
|
|
|
7.4
|
|
Non-deductible expenses and other
|
5.5
|
|
|
2.2
|
|
|
13.3
|
|
Effective tax rate
|
2.1
|
%
|
|
4.0
|
%
|
|
17.4
|
%
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Current deferred tax asset:
|
|
|
|
||||
Accrued bonuses
|
$
|
—
|
|
|
$
|
651,413
|
|
Accounts receivable
|
43,068
|
|
|
36,504
|
|
||
Other
|
44,923
|
|
|
849,471
|
|
||
|
|
|
|
||||
Non-Current deferred tax asset:
|
|
|
|
||||
Intangibles
|
—
|
|
|
120,373
|
|
||
Deferred revenue
|
1,193,522
|
|
|
1,755,048
|
|
||
NOL's
|
25,902,622
|
|
|
20,511,936
|
|
||
Other
|
1,150,043
|
|
|
549,750
|
|
||
Deferred tax assets
|
$
|
28,334,178
|
|
|
$
|
24,474,495
|
|
|
|
|
|
||||
Current deferred tax liability:
|
|
|
|
||||
Deferred commissions
|
$
|
(4,310,753
|
)
|
|
$
|
(2,436,614
|
)
|
|
|
|
|
||||
Non-current deferred tax liability:
|
|
|
|
||||
Intangibles
|
(112,186
|
)
|
|
—
|
|
||
Fixed assets
|
(3,287,023
|
)
|
|
(2,861,658
|
)
|
||
Deferred tax liabilities
|
$
|
(7,709,962
|
)
|
|
$
|
(5,298,272
|
)
|
Less: valuation allowance
|
$
|
(20,624,216
|
)
|
|
$
|
(19,176,223
|
)
|
Total
|
$
|
—
|
|
|
$
|
—
|
|
(7)
|
Leases
|
|
Capital
|
|
Operating
|
||||
|
Leases
|
|
Leases
|
||||
2015
|
$
|
1,479,914
|
|
|
$
|
2,824,912
|
|
2016
|
1,308,395
|
|
|
2,759,734
|
|
||
2017
|
759,088
|
|
|
2,085,007
|
|
||
2018
|
193,709
|
|
|
1,897,489
|
|
||
2019
|
3,934
|
|
|
1,910,824
|
|
||
2020 and thereafter
|
—
|
|
|
2,827,627
|
|
||
Total minimum lease payments
|
3,745,040
|
|
|
$
|
14,305,593
|
|
|
Less amount representing interest
|
(281,846
|
)
|
|
|
|||
Present value of net minimum capital lease payments
|
3,463,194
|
|
|
|
|||
Less current installments of obligations under capital leases
|
(1,321,610
|
)
|
|
|
|||
Obligations under capital leases excluding current installments
|
$
|
2,141,584
|
|
|
|
(8)
|
Debt
|
(9)
|
Stockholders' Equity (Deficit)
|
(a)
|
Redeemable Convertible Preferred Stock and Preferred Stock Dividends
|
|
Redeemable Convertible Preferred Stock
|
|||||||||||||||||||||||||||||||||
|
Series A
|
|
Series B
|
|
Series C
|
|
Series D
|
|
Series E
|
|||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|||||||||||||||
Balance at December 31, 2011
|
6,725,000
|
|
|
$
|
8,891,637
|
|
|
1,853,568
|
|
|
$
|
6,611,111
|
|
|
5,227,761
|
|
|
$
|
20,183,449
|
|
|
2,669,384
|
|
|
$
|
10,237,819
|
|
|
4,472,671
|
|
|
$
|
19,427,702
|
|
Accretion of preferred stock
|
—
|
|
|
4,967
|
|
|
—
|
|
|
3,570
|
|
|
—
|
|
|
2,413
|
|
|
—
|
|
|
558,150
|
|
|
—
|
|
|
4,002,927
|
|
|||||
Balance at December 31, 2012
|
6,725,000
|
|
|
8,896,604
|
|
|
1,853,568
|
|
|
6,614,681
|
|
|
5,227,761
|
|
|
20,185,862
|
|
|
2,669,384
|
|
|
10,795,969
|
|
|
4,472,671
|
|
|
23,430,629
|
|
|||||
Accretion of preferred stock
|
—
|
|
|
4,307
|
|
|
—
|
|
|
3,097
|
|
|
—
|
|
|
2,095
|
|
|
—
|
|
|
22,045
|
|
|
—
|
|
|
4,818,063
|
|
|||||
Balance at December 31, 2013
|
6,725,000
|
|
|
8,900,911
|
|
|
1,853,568
|
|
|
6,617,778
|
|
|
5,227,761
|
|
|
20,187,957
|
|
|
2,669,384
|
|
|
10,818,014
|
|
|
4,472,671
|
|
|
28,248,692
|
|
|||||
Accretion of preferred stock through March 21, 2014
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,867
|
|
|
—
|
|
|
2,378,991
|
|
|||||
Conversion of preferred stock into common stock
|
(6,725,000
|
)
|
|
(8,900,911
|
)
|
|
(1,853,568
|
)
|
|
(6,617,778
|
)
|
|
(5,227,761
|
)
|
|
(20,187,957
|
)
|
|
(2,669,384
|
)
|
|
(10,819,881
|
)
|
|
(4,472,671
|
)
|
|
(30,627,683
|
)
|
|||||
Balance at December 31, 2014
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
(10)
|
Stock-based Compensation
|
|
Year Ended December 31,
|
||||
|
2014
|
|
2013
|
|
2012
|
Risk-free interest rate
|
1.90-1.99%
|
|
1.13-1.75%
|
|
0.79-1.12%
|
Expected volatility
|
43.29-60.00%
|
|
60.00%
|
|
60.00%
|
Expected dividend yield
|
—
|
|
—
|
|
—
|
Expected life in years
|
6.25
|
|
3.75-6.25
|
|
6.00-6.25
|
Weighted average fair value of options granted
|
$6.01
|
|
$2.65
|
|
$1.02
|
|
Options
|
|
Exercise Price
|
|
Weighted Average
|
|
|
Outstanding
|
|
Per Share
|
|
Exercise Price
|
|
Balance at December 31, 2011
|
2,353,342
|
|
|
$0.37-$4.06
|
|
$2.07
|
Granted
|
188,231
|
|
|
$2.31
|
|
$2.31
|
Exercised
|
(107,777
|
)
|
|
$0.37-$2.31
|
|
$0.40
|
Canceled
|
(291,259
|
)
|
|
$0.37-$3.29
|
|
$2.02
|
Balance at December 31, 2012
|
2,142,537
|
|
|
$0.37-$4.06
|
|
$2.17
|
Granted
|
831,663
|
|
|
$2.68-$8.07
|
|
$5.25
|
Exercised
|
(79,492
|
)
|
|
$0.37
|
|
$0.37
|
Canceled
|
(4,345
|
)
|
|
$0.37-$2.31
|
|
$1.12
|
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
|
(767,593
|
)
|
|
$0.37-$5.57
|
|
$2.04
|
Canceled
|
(158,389
|
)
|
|
$1.75-$13.00
|
|
$5.70
|
Balance at December 31, 2014
|
4,449,973
|
|
|
$0.84-$15.90
|
|
$9.00
|
|
|
|
Weighted Average
|
|||
|
Number
|
|
Grant Date
|
|||
|
of RSUs
|
|
Fair Value
|
|||
Balance at December 31, 2013
|
—
|
|
|
$
|
—
|
|
Granted
|
109,309
|
|
|
15.27
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Balance at December 31, 2014
|
109,309
|
|
|
15.27
|
|
(11)
|
Net Loss Per Share
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Basic and diluted net loss per share:
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net loss attributable to common stockholders
|
$
|
(30,120,463
|
)
|
|
$
|
(19,247,477
|
)
|
|
$
|
(6,668,584
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average shares used in computing net loss attributable to common stockholders
|
20,623,760
|
|
|
3,763,562
|
|
|
3,673,181
|
|
|||
|
|
|
|
|
|
||||||
Basic and diluted net loss per share
|
$
|
(1.46
|
)
|
|
$
|
(5.11
|
)
|
|
$
|
(1.82
|
)
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Stock options outstanding
|
4,449,973
|
|
|
2,890,363
|
|
|
1,883,696
|
|
Restricted stock units
|
109,309
|
|
|
—
|
|
|
—
|
|
Stock purchase warrants outstanding
|
—
|
|
|
245,946
|
|
|
—
|
|
Common equivalent shares preferred stock
|
—
|
|
|
13,993,566
|
|
|
13,993,566
|
|
|
4,559,282
|
|
|
17,129,875
|
|
|
15,877,262
|
|
(12)
|
Commitments and Contingencies
|
|
March 31,
2014 |
|
June 30,
2014 |
|
September 30,
2014 |
|
December 31,
2014 |
||||||||
Revenues
|
$
|
14,989,008
|
|
|
$
|
15,808,945
|
|
|
$
|
16,422,820
|
|
|
$
|
17,612,693
|
|
Gross profit
|
8,743,956
|
|
|
8,814,526
|
|
|
9,419,002
|
|
|
10,367,802
|
|
||||
Net loss
|
(21,939,731
|
)
|
|
(2,185,184
|
)
|
|
(2,238,346
|
)
|
|
(1,340,697
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss per share:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
(3.95
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
March 31,
2013 |
|
June 30,
2013 |
|
September 30,
2013 |
|
December 31,
2013 |
||||||||
Revenues
|
$
|
11,593,064
|
|
|
$
|
11,941,386
|
|
|
$
|
13,385,740
|
|
|
$
|
15,606,799
|
|
Gross profit
|
6,571,434
|
|
|
6,416,461
|
|
|
7,679,094
|
|
|
9,613,804
|
|
||||
Net loss
|
(5,037,190
|
)
|
|
(5,357,924
|
)
|
|
(3,491,495
|
)
|
|
(511,261
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss per share:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
(1.68
|
)
|
|
$
|
(1.79
|
)
|
|
$
|
(1.25
|
)
|
|
$
|
(0.46
|
)
|
(15)
|
Subsequent Events
|
Number of Units Granted:
|
Units
|
1.
|
General
. The Units are granted to the Grantee under the Company's 2012 Omnibus Incentive Compensation Plan, as amended and restated January 29, 2014 (the "Plan") and pursuant to the terms of the Company's Non-Employee Directors Compensation Policy, as adopted by the Board of Directors on September 10, 2014 and as amended and restated on November 5, 2014. All of the applicable terms, conditions and other provisions of the Plan are incorporated by reference herein. Capitalized terms used in this Award Agreement but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this document and mandatory provisions of the Plan, the provisions of the Plan govern. By execution of this Award Agreement, the Grantee agrees to be bound by all of the terms and provisions of the Plan, the rules and regulations under the Plan adopted from time to time, and the decisions and determinations of the Committee made from time to time.
|
2.
|
Account for Grantee
.
The Company shall maintain a bookkeeping account for the Grantee (the "Account") reflecting the number of Units then credited to the Grantee hereunder as a result of such grant of Units.
|
3.
|
Nontransferability
. The Grantee may not transfer Units or any rights hereunder to any third party other than by will or the laws of descent and distribution, except for transfers to a Beneficiary or as otherwise permitted and subject to the conditions under Section 5.4 of the Plan.
|
4.
|
Vesting and Forfeiture
. The Units will vest on the earliest of (i) the first anniversary of the Grant Date, (ii) the date of the Grantee's death or (iii) upon a Change of Control of the Company (as defined below) (the "Vesting Date") if the Grantee remains in continuous service until such Vesting Date. The Grantee shall forfeit 100% of the Units granted hereunder upon the Grantee's Separation from Service prior to the Vesting Date.
|
(i)
|
the date that any one person (or more than one person acting as a group) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) assets from the Company that have a total gross fair market value equal to or more than 80 percent of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions (as determined in accordance with Section 1.409A-3(i)(5)(vii) of the regulations issued under Section 409A of the Code (the “Treasury Regulations”)), or
|
(ii)
|
the date that any one person, or more than one person acting as a group, acquires ownership of stock of the Company (including by way of merger, consolidation or otherwise) that, together with stock of the Company previously held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company (as determined in accordance with Treasury Section 1.409A-3(i)(5)(v)).
|
5.
|
Adjustments
. The number of Units credited to the Grantee's Account shall be appropriately adjusted, in order to prevent dilution or enlargement of Grantee's rights with respect to the Units credited to his Account to reflect any changes in the number of outstanding shares of Common Stock resulting from any event referred to in Section 4.2(a) of the Plan. Any such adjustment shall be made in accordance with Section 4.2(a) of the Plan.
|
6.
|
Settlement
. On or as soon as practicable after the earlier of (i) the effective date of the Grantee's Separation from Service or (ii) the consummation of a Change of Control of the Company, the Company shall settle the Units granted herein by delivering one Share of the Company's Common Stock to the Grantee (or the Grantee's Beneficiary if the Grantee has died) for each vested Unit credited to the Grantee's Account hereunder.
|
7.
|
Miscellaneous
.
|
1.
|
I have reviewed this Annual Report on Form 10-K of Amber Road, Inc.;
|
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: 3/13/2015
|
/s/ JAMES W. PREUNINGER
|
|
James W. Preuninger
|
|
Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K of Amber Road, Inc.;
|
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: 3/13/2015
|
/s/ THOMAS E. CONWAY
|
|
Thomas E. Conway
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: 3/13/2015
|
/s/ JAMES W. PREUNINGER
|
|
James W. Preuninger
|
|
Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: 3/13/2015
|
/s/ THOMAS E. CONWAY
|
|
Thomas E. Conway
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|