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x
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QUARTERLY 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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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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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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PART I. FINANCIAL INFORMATION
|
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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PART II. OTHER INFORMATION
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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September 30,
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December 31,
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||||
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2015
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|
2014
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||||
Assets
|
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|
||||
Current assets:
|
|
|
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||||
Cash and cash equivalents
|
$
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21,617,934
|
|
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$
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41,242,200
|
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Accounts receivable, net
|
13,725,409
|
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15,645,386
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|
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Unbilled receivables
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588,713
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|
|
254,243
|
|
||
Deferred commissions
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3,545,882
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|
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3,322,553
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|
||
Prepaid expenses and other current assets
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2,552,450
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1,445,964
|
|
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Total current assets
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42,030,388
|
|
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61,910,346
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Property and equipment, net
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12,708,832
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12,918,540
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Goodwill
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43,914,974
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24,476,157
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|
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Other intangibles, net
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8,057,746
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1,011,526
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Deferred commissions
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6,099,005
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|
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6,906,165
|
|
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Deposits and other assets
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988,919
|
|
|
1,007,923
|
|
||
Total assets
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$
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113,799,864
|
|
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$
|
108,230,657
|
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Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
831,785
|
|
|
$
|
1,733,209
|
|
Accrued expenses
|
6,748,187
|
|
|
8,043,759
|
|
||
Current portion of capital lease obligations
|
1,442,796
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1,321,610
|
|
||
Deferred revenue
|
26,697,962
|
|
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26,168,358
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Current portion of term loan, net of discount
|
491,667
|
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|
—
|
|
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Total current liabilities
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36,212,397
|
|
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37,266,936
|
|
||
Capital lease obligations, less current portion
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1,839,576
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2,141,584
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|
||
Deferred revenue, less current portion
|
2,449,543
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|
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1,753,886
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|
||
Term loan, net of discount, less current portion
|
19,238,194
|
|
|
—
|
|
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Other noncurrent liabilities
|
3,756,734
|
|
|
2,109,544
|
|
||
Total liabilities
|
63,496,444
|
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43,271,950
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|
||
Commitments and contingencies (Note 11)
|
|
|
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|
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Stockholders’ equity:
|
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|
|
||||
Common stock, $0.001 par value; 100,000,000 shares authorized; issued and outstanding 26,255,353 and 25,765,792 shares at September 30, 2015 and December 31, 2014, respectively
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26,255
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|
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25,766
|
|
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Additional paid-in-capital
|
180,659,649
|
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173,665,585
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|
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Accumulated other comprehensive loss
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(825,713
|
)
|
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(607,492
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)
|
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Accumulated deficit
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(129,556,771
|
)
|
|
(108,125,152
|
)
|
||
Total stockholders’ equity
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50,303,420
|
|
|
64,958,707
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|
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Total liabilities and stockholders’ equity
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$
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113,799,864
|
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$
|
108,230,657
|
|
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Three Months Ended
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Nine Months Ended
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||||||||||||
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September 30,
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September 30,
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||||||||||||
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2015
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2014
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2015
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2014
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||||||||
Revenue:
|
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|
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|
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|
||||||||
Subscription
|
$
|
12,126,795
|
|
|
$
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11,441,819
|
|
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$
|
34,172,867
|
|
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$
|
32,582,297
|
|
Professional services
|
5,209,392
|
|
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4,981,001
|
|
|
15,734,841
|
|
|
14,638,476
|
|
||||
Total revenue
|
17,336,187
|
|
|
16,422,820
|
|
|
49,907,708
|
|
|
47,220,773
|
|
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Cost of revenue (1):
|
|
|
|
|
|
|
|
||||||||
Cost of subscription revenue
|
5,129,733
|
|
|
3,778,873
|
|
|
14,438,918
|
|
|
10,775,454
|
|
||||
Cost of professional services revenue
|
4,410,948
|
|
|
3,224,945
|
|
|
12,974,332
|
|
|
9,467,835
|
|
||||
Total cost of revenue
|
9,540,681
|
|
|
7,003,818
|
|
|
27,413,250
|
|
|
20,243,289
|
|
||||
Gross profit
|
7,795,506
|
|
|
9,419,002
|
|
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22,494,458
|
|
|
26,977,484
|
|
||||
Operating expenses (1):
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
5,994,557
|
|
|
4,717,795
|
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18,196,448
|
|
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14,680,287
|
|
||||
Research and development
|
4,288,389
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|
2,492,531
|
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|
11,900,747
|
|
|
7,060,149
|
|
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General and administrative
|
3,543,956
|
|
|
4,249,190
|
|
|
13,005,813
|
|
|
12,301,061
|
|
||||
Restricted stock expense
|
—
|
|
|
—
|
|
|
—
|
|
|
18,683,277
|
|
||||
Total operating expenses
|
13,826,902
|
|
|
11,459,516
|
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43,103,008
|
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|
52,724,774
|
|
||||
Loss from operations
|
(6,031,396
|
)
|
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(2,040,514
|
)
|
|
(20,608,550
|
)
|
|
(25,747,290
|
)
|
||||
Interest income
|
20,814
|
|
|
1,615
|
|
|
49,160
|
|
|
1,919
|
|
||||
Interest expense
|
(263,133
|
)
|
|
(48,546
|
)
|
|
(654,760
|
)
|
|
(217,440
|
)
|
||||
Loss before income taxes
|
(6,273,715
|
)
|
|
(2,087,445
|
)
|
|
(21,214,150
|
)
|
|
(25,962,811
|
)
|
||||
Income tax expense (benefit)
|
(10,722
|
)
|
|
150,901
|
|
|
217,469
|
|
|
400,450
|
|
||||
Net loss
|
(6,262,993
|
)
|
|
(2,238,346
|
)
|
|
(21,431,619
|
)
|
|
(26,363,261
|
)
|
||||
Accretion of redeemable convertible preferred stock and puttable common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,416,505
|
)
|
||||
Net loss attributable to common stockholders
|
$
|
(6,262,993
|
)
|
|
$
|
(2,238,346
|
)
|
|
$
|
(21,431,619
|
)
|
|
$
|
(28,779,766
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net loss per common share (Note 10):
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
(0.24
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.82
|
)
|
|
$
|
(1.52
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding (Note 10):
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
26,204,955
|
|
|
25,299,109
|
|
|
26,082,227
|
|
|
18,962,601
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net loss
|
$
|
(6,262,993
|
)
|
|
$
|
(2,238,346
|
)
|
|
$
|
(21,431,619
|
)
|
|
$
|
(26,363,261
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation
|
(41,826
|
)
|
|
(10,568
|
)
|
|
(218,221
|
)
|
|
(58,403
|
)
|
||||
Total other comprehensive loss
|
(41,826
|
)
|
|
(10,568
|
)
|
|
(218,221
|
)
|
|
(58,403
|
)
|
||||
Comprehensive loss
|
$
|
(6,304,819
|
)
|
|
$
|
(2,248,914
|
)
|
|
$
|
(21,649,840
|
)
|
|
$
|
(26,421,664
|
)
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(21,431,619
|
)
|
|
$
|
(26,363,261
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
5,077,246
|
|
|
3,616,780
|
|
||
Bad debt expense
|
78,761
|
|
|
20,953
|
|
||
Stock-based compensation
|
5,654,053
|
|
|
1,328,662
|
|
||
Loss on asset impairment
|
—
|
|
|
11,964
|
|
||
Restricted stock non-cash compensation
|
—
|
|
|
18,683,277
|
|
||
Compensation related to puttable common stock
|
41,073
|
|
|
41,073
|
|
||
Acquisition related deferred compensation
|
662,613
|
|
|
—
|
|
||
Changes in fair value of contingent consideration liability
|
(1,059,441
|
)
|
|
122,826
|
|
||
Change in fair value of warrant liability
|
—
|
|
|
1,244,635
|
|
||
Amortization of debt financing costs and accretion of debt discount
|
38,492
|
|
|
39,905
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
3,720,875
|
|
|
(1,736,510
|
)
|
||
Unbilled receivables
|
(340,675
|
)
|
|
(115,333
|
)
|
||
Prepaid expenses and other assets
|
(221,433
|
)
|
|
(458,465
|
)
|
||
Accounts payable
|
(872,574
|
)
|
|
(818,796
|
)
|
||
Accrued expenses
|
(2,537,302
|
)
|
|
(973,538
|
)
|
||
Other liabilities
|
(228,893
|
)
|
|
(66,863
|
)
|
||
Deferred revenue
|
665,631
|
|
|
(3,679,116
|
)
|
||
Net cash used in operating activities
|
(10,753,193
|
)
|
|
(9,101,807
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(930,688
|
)
|
|
(641,197
|
)
|
||
Addition of capitalized software development costs
|
(1,525,903
|
)
|
|
(1,529,459
|
)
|
||
Addition of intangible assets
|
(275,000
|
)
|
|
—
|
|
||
Acquisition, net of cash acquired of $1,569,867
|
(25,717,139
|
)
|
|
—
|
|
||
Cash received (paid) for deposits
|
(37,878
|
)
|
|
116,828
|
|
||
Decrease in restricted cash
|
112,815
|
|
|
56,409
|
|
||
Net cash used in investing activities
|
(28,373,793
|
)
|
|
(1,997,419
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Payments on revolving line of credit
|
—
|
|
|
(6,978,525
|
)
|
||
Proceeds from term loan
|
20,000,000
|
|
|
—
|
|
||
Payments on term loan
|
(250,000
|
)
|
|
—
|
|
||
Debt discount and financing costs
|
(186,582
|
)
|
|
—
|
|
||
Repayments on capital lease obligations
|
(1,118,401
|
)
|
|
(860,651
|
)
|
||
Proceeds from the exercise of stock options
|
1,299,427
|
|
|
823,152
|
|
||
Proceeds from the exercise of common stock warrant
|
—
|
|
|
40,452
|
|
||
Payment of offering costs
|
—
|
|
|
(4,266,455
|
)
|
||
Proceeds from initial public offering, net of underwriting discounts and commissions
|
—
|
|
|
57,824,899
|
|
||
Net cash provided by financing activities
|
19,744,444
|
|
|
46,582,872
|
|
||
Effect of exchange rate on cash and cash equivalents
|
(241,724
|
)
|
|
(58,451
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
(19,624,266
|
)
|
|
35,425,195
|
|
||
Cash and cash equivalents at beginning of period
|
41,242,200
|
|
|
5,147,735
|
|
||
Cash and cash equivalents at end of period
|
$
|
21,617,934
|
|
|
$
|
40,572,930
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Accretion of Series E Preferred Stock
|
$
|
—
|
|
|
$
|
2,289,793
|
|
Accretion of Series A, B, C, D and E issuance costs
|
—
|
|
|
91,065
|
|
||
Accretion of puttable common stock
|
—
|
|
|
35,647
|
|
||
Cash paid for interest
|
618,059
|
|
|
217,440
|
|
||
Non-cash property and equipment acquired under capital lease
|
937,579
|
|
|
1,287,844
|
|
||
Non-cash property and equipment and intangible asset purchases in accounts payable
|
293,374
|
|
|
2,819
|
|
||
Non-cash conversion of Series A, B, C, D and E preferred stock
|
—
|
|
|
77,139,408
|
|
||
Non-cash acquisition contingent consideration
|
2,322,531
|
|
|
—
|
|
(1)
|
Background
|
(2)
|
Summary of Significant Accounting Policies and Practices
|
|
September 30,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
Cash and cash equivalents
|
$
|
21,504,209
|
|
|
$
|
41,241,784
|
|
Money market accounts
|
113,725
|
|
|
416
|
|
||
|
$
|
21,617,934
|
|
|
$
|
41,242,200
|
|
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 at Reporting Date Using
|
||||||||||||||
September 30, 2015
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents - money market accounts
|
$
|
113,725
|
|
|
$
|
113,725
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash - money market accounts
|
169,235
|
|
|
169,235
|
|
|
—
|
|
|
—
|
|
||||
Total assets measured at fair value on a recurring basis
|
$
|
282,960
|
|
|
$
|
282,960
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Acquisition contingent consideration liability
|
$
|
1,550,531
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,550,531
|
|
Total liabilities measured at fair value on a recurring basis
|
$
|
1,550,531
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,550,531
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
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
|
|
Balance at December 31, 2014
|
$
|
287,441
|
|
Acquisition (Note 3)
|
2,322,531
|
|
|
Mark to estimated fair value recorded as general and administrative expense
|
(1,059,441
|
)
|
|
Balance at September 30, 2015
|
$
|
1,550,531
|
|
•
|
There is persuasive evidence of an arrangement;
|
•
|
The service has been or is being provided to the customer;
|
•
|
The collection of the fees is probable; and
|
•
|
The amount of fees to be paid by the customer is fixed or determinable.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
Country
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
United States
|
$
|
12,316,340
|
|
|
$
|
13,914,071
|
|
|
$
|
38,300,294
|
|
|
$
|
40,764,602
|
|
International
|
5,019,847
|
|
|
2,508,749
|
|
|
11,607,414
|
|
|
6,456,171
|
|
||||
Total revenue
|
$
|
17,336,187
|
|
|
$
|
16,422,820
|
|
|
$
|
49,907,708
|
|
|
$
|
47,220,773
|
|
|
September 30,
|
|
December 31,
|
||||
Country
|
2015
|
|
2014
|
||||
United States
|
$
|
39,860,670
|
|
|
$
|
37,875,565
|
|
International
|
24,820,882
|
|
|
530,658
|
|
||
Total long-lived assets
|
$
|
64,681,552
|
|
|
$
|
38,406,223
|
|
(3)
|
Acquisitions
|
Consideration:
|
|
||
Cash
|
$
|
27,286,945
|
|
Contingent consideration
|
2,322,531
|
|
|
Fair value of total consideration transferred
|
$
|
29,609,476
|
|
|
|
||
Assets acquired and liabilities assumed:
|
|
||
Cash
|
$
|
1,569,867
|
|
Accounts receivable
|
1,890,429
|
|
|
Prepaid expenses and other current assets
|
255,975
|
|
|
Fixed assets
|
549,276
|
|
|
Developed technology
|
4,855,000
|
|
|
Customer relationships
|
1,142,000
|
|
|
Contract backlog
|
836,000
|
|
|
Trademarks
|
587,000
|
|
|
Total identifiable assets acquired excluding goodwill
|
11,685,547
|
|
|
|
|
||
Accrued expenses
|
757,423
|
|
|
Deferred revenue
|
565,000
|
|
|
Deferred tax liability
|
192,380
|
|
|
Total liabilities assumed
|
1,514,803
|
|
|
|
|
||
Net identifiable assets acquired excluding goodwill
|
10,170,744
|
|
|
Goodwill
|
19,438,732
|
|
|
Net assets acquired
|
$
|
29,609,476
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
Supplemental pro forma information (unaudited):
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenue
|
$
|
17,336,187
|
|
|
$
|
18,585,974
|
|
|
$
|
51,857,870
|
|
|
$
|
55,308,481
|
|
Net loss
|
(6,262,993
|
)
|
|
(3,169,590
|
)
|
|
(22,867,305
|
)
|
|
(27,502,051
|
)
|
•
|
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.
|
(4)
|
Consolidated Balance Sheet Components
|
|
September 30,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
Computer software and equipment
|
$
|
15,974,246
|
|
|
$
|
12,115,113
|
|
Software development costs
|
14,464,948
|
|
|
12,939,065
|
|
||
Furniture and fixtures
|
2,162,730
|
|
|
1,986,607
|
|
||
Leasehold improvements
|
3,239,260
|
|
|
2,671,037
|
|
||
Total property and equipment
|
35,841,184
|
|
|
29,711,822
|
|
||
Less: accumulated depreciation and amortization
|
(23,132,352
|
)
|
|
(16,793,282
|
)
|
||
Total property and equipment, net
|
$
|
12,708,832
|
|
|
$
|
12,918,540
|
|
|
September 30,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
Accrued bonus
|
$
|
1,675,868
|
|
|
$
|
2,999,209
|
|
Accrued commission
|
1,400,170
|
|
|
2,332,910
|
|
||
Deferred rent
|
216,102
|
|
|
195,681
|
|
||
Accrued severance
|
192,221
|
|
|
845,810
|
|
||
Accrued professional fees
|
576,050
|
|
|
252,005
|
|
||
Accrued taxes
|
641,722
|
|
|
410,813
|
|
||
Accrued contingent consideration
|
242,000
|
|
|
—
|
|
||
Other accrued expenses
|
1,804,054
|
|
|
1,007,331
|
|
||
Total
|
$
|
6,748,187
|
|
|
$
|
8,043,759
|
|
|
September 30,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
Current:
|
|
|
|
||||
Subscription revenue
|
$
|
24,394,339
|
|
|
$
|
20,907,087
|
|
Professional services revenue
|
1,071,090
|
|
|
1,603,757
|
|
||
Other
|
1,232,533
|
|
|
3,657,514
|
|
||
Total current
|
26,697,962
|
|
|
26,168,358
|
|
||
|
|
|
|
||||
Noncurrent:
|
|
|
|
||||
Subscription revenue
|
166,489
|
|
|
387,965
|
|
||
Professional services revenue
|
2,283,054
|
|
|
1,055,282
|
|
||
Other
|
—
|
|
|
310,639
|
|
||
Total noncurrent
|
2,449,543
|
|
|
1,753,886
|
|
||
Total deferred revenue
|
$
|
29,147,505
|
|
|
$
|
27,922,244
|
|
|
September 30,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
Deferred rent
|
$
|
1,712,510
|
|
|
$
|
1,822,061
|
|
Deferred taxes
|
71,906
|
|
|
—
|
|
||
Acquisition contingent consideration liability
|
1,308,531
|
|
|
287,441
|
|
||
Other
|
663,787
|
|
|
42
|
|
||
Total
|
$
|
3,756,734
|
|
|
$
|
2,109,544
|
|
(5)
|
Leases
|
|
Capital
|
|
Operating
|
||||
|
Leases
|
|
Leases
|
||||
Remainder of 2015
|
$
|
399,925
|
|
|
$
|
1,115,935
|
|
2016
|
1,553,850
|
|
|
4,670,246
|
|
||
2017
|
994,737
|
|
|
3,851,824
|
|
||
2018
|
399,935
|
|
|
2,722,791
|
|
||
2019
|
170,954
|
|
|
2,729,468
|
|
||
2020 and thereafter
|
11,332
|
|
|
3,935,253
|
|
||
Total minimum lease payments
|
3,530,733
|
|
|
$
|
19,025,517
|
|
|
Less amount representing interest
|
(248,361
|
)
|
|
|
|||
Present value of net minimum capital lease payments
|
3,282,372
|
|
|
|
|||
Less current installments of obligations under capital leases
|
(1,442,796
|
)
|
|
|
|||
Obligations under capital leases excluding current installments
|
$
|
1,839,576
|
|
|
|
(6)
|
Debt
|
|
Principal
|
||
|
Payments
|
||
Remainder of 2015
|
$
|
125,000
|
|
2016
|
500,000
|
|
|
2017
|
875,000
|
|
|
2018
|
18,250,000
|
|
|
|
$
|
19,750,000
|
|
(7)
|
Stockholders' Equity
|
|
Shares
|
|
Amount
|
|||
Balance, December 31, 2014
|
25,765,792
|
|
|
$
|
25,766
|
|
Exercise of common stock options
|
462,703
|
|
|
463
|
|
|
Common stock issued in partial consideration of contingent consideration
|
13,012
|
|
|
12
|
|
|
Issuance of common stock for RSU vesting
|
13,846
|
|
|
14
|
|
|
Balance, September 30, 2015
|
26,255,353
|
|
|
$
|
26,255
|
|
(8)
|
Stock-based Compensation
|
|
|
|
|
|
Weighted
|
|||
|
|
|
|
|
Average
|
|||
|
Options
|
|
Exercise Price
|
|
Exercise
|
|||
|
Outstanding
|
|
Per Share
|
|
Price
|
|||
Balance at December 31, 2014
|
4,449,973
|
|
|
$0.84 - $15.90
|
|
$
|
9.00
|
|
Granted
|
990,850
|
|
|
$8.08 - $9.06
|
|
$
|
8.20
|
|
Exercised
|
(462,703
|
)
|
|
$0.84 - $6.14
|
|
$
|
2.81
|
|
Canceled
|
(484,893
|
)
|
|
$2.31 - $13.00
|
|
$
|
9.84
|
|
Expired
|
(23,380
|
)
|
|
$5.57
|
|
$
|
5.57
|
|
Balance at September 30, 2015
|
4,469,847
|
|
|
$1.75 - $15.90
|
|
$
|
9.39
|
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
||||||||
|
|
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
||||||||
|
|
|
|
|
|
Remaining
|
|
|
|
|
|
Remaining
|
|
|
||||||||
|
|
|
|
Options
|
|
Contractual
|
|
Intrinsic
|
|
Options
|
|
Contractual
|
|
Intrinsic
|
||||||||
Exercise Price Per Share
|
|
Outstanding
|
|
Life
|
|
Value
|
|
Exercisable
|
|
Life
|
|
Value
|
||||||||||
$
|
1.75
|
|
-
|
$ 2.68
|
|
863,997
|
|
|
4.1 years
|
|
$
|
1,661,898
|
|
|
812,016
|
|
|
3.9 years
|
|
$
|
1,581,152
|
|
$
|
2.74
|
|
-
|
$ 5.57
|
|
309,368
|
|
|
3.4 years
|
|
118,653
|
|
|
258,223
|
|
|
2.5 years
|
|
118,653
|
|
||
$
|
6.14
|
|
-
|
$12.62
|
|
1,096,140
|
|
|
9.1 years
|
|
—
|
|
|
110,637
|
|
|
7.8 years
|
|
—
|
|
||
$
|
13.00
|
|
-
|
$15.90
|
|
2,200,342
|
|
|
8.7 years
|
|
—
|
|
|
574,745
|
|
|
8.3 years
|
|
—
|
|
||
|
|
|
|
4,469,847
|
|
|
|
|
$
|
1,780,551
|
|
|
1,755,621
|
|
|
|
|
$
|
1,699,805
|
|
|
Number
|
|
Weighted Average
|
|||
|
of RSUs
|
|
Grant Date
|
|||
|
Outstanding
|
|
Fair Value
|
|||
Balance at December 31, 2014
|
109,309
|
|
|
$
|
15.27
|
|
Granted
|
454,852
|
|
|
8.21
|
|
|
Vested
|
(121,975
|
)
|
|
14.12
|
|
|
Canceled
|
(40,001
|
)
|
|
8.08
|
|
|
Balance at September 30, 2015
|
402,185
|
|
|
8.35
|
|
(9)
|
Income Taxes
|
(10)
|
Net Loss Per Share
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Basic and diluted net loss per share:
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to common stockholders
|
$
|
(6,262,993
|
)
|
|
$
|
(2,238,346
|
)
|
|
$
|
(21,431,619
|
)
|
|
$
|
(28,779,766
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares used in computing net loss attributable to common stockholders
|
26,204,955
|
|
|
25,299,109
|
|
|
26,082,227
|
|
|
18,962,601
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net loss per share
|
$
|
(0.24
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.82
|
)
|
|
$
|
(1.52
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 30,
|
|
September 30,
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Stock options outstanding
|
4,469,847
|
|
|
4,925,118
|
|
|
4,469,847
|
|
|
4,925,118
|
|
Restricted stock units
|
402,185
|
|
|
107,528
|
|
|
402,185
|
|
|
107,528
|
|
|
4,872,032
|
|
|
5,032,646
|
|
|
4,872,032
|
|
|
5,032,646
|
|
(11)
|
Commitments and Contingencies
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
|
•
|
adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation;
|
•
|
adjusted EBITDA does not reflect interest or tax payments that may represent a reduction in cash available to us; and
|
•
|
other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net loss
|
$
|
(6,262,993
|
)
|
|
$
|
(2,238,346
|
)
|
|
$
|
(21,431,619
|
)
|
|
$
|
(26,363,261
|
)
|
Depreciation and amortization
|
1,818,477
|
|
|
1,271,360
|
|
|
5,077,246
|
|
|
3,616,780
|
|
||||
Interest expense
|
263,133
|
|
|
48,546
|
|
|
654,760
|
|
|
217,440
|
|
||||
Interest income
|
(20,814
|
)
|
|
(1,615
|
)
|
|
(49,160
|
)
|
|
(1,919
|
)
|
||||
Income tax expense (benefit)
|
(10,722
|
)
|
|
150,901
|
|
|
217,469
|
|
|
400,450
|
|
||||
EBITDA
|
(4,212,919
|
)
|
|
(769,154
|
)
|
|
(15,531,304
|
)
|
|
(22,130,510
|
)
|
||||
Stock-based compensation
|
2,088,332
|
|
|
989,338
|
|
|
5,654,053
|
|
|
1,328,662
|
|
||||
Restricted stock expense
|
—
|
|
|
—
|
|
|
—
|
|
|
18,683,277
|
|
||||
Compensation expense related to loan forgiveness
|
—
|
|
|
—
|
|
|
—
|
|
|
927,093
|
|
||||
Puttable stock compensation
|
13,691
|
|
|
13,691
|
|
|
41,073
|
|
|
41,073
|
|
||||
Change in fair value of contingent consideration liability
|
(772,000
|
)
|
|
25,403
|
|
|
(1,059,441
|
)
|
|
122,826
|
|
||||
Warrant expense
|
—
|
|
|
—
|
|
|
—
|
|
|
1,244,635
|
|
||||
Severance costs
|
—
|
|
|
1,121,285
|
|
|
—
|
|
|
1,121,285
|
|
||||
Purchase accounting deferred revenue adjustment
|
447,531
|
|
|
—
|
|
|
1,220,624
|
|
|
—
|
|
||||
Acquisition compensation costs
|
118,169
|
|
|
—
|
|
|
662,613
|
|
|
—
|
|
||||
Acquisition related costs
|
97,500
|
|
|
—
|
|
|
1,245,721
|
|
|
—
|
|
||||
Adjusted EBITDA
|
$
|
(2,219,696
|
)
|
|
$
|
1,380,563
|
|
|
$
|
(7,766,661
|
)
|
|
$
|
1,338,341
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Subscription
|
$
|
12,126,795
|
|
|
$
|
11,441,819
|
|
|
$
|
34,172,867
|
|
|
$
|
32,582,297
|
|
Professional services
|
5,209,392
|
|
|
4,981,001
|
|
|
15,734,841
|
|
|
14,638,476
|
|
||||
Total revenue
|
17,336,187
|
|
|
16,422,820
|
|
|
49,907,708
|
|
|
47,220,773
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
||||||||
Cost of subscription revenue
|
5,129,733
|
|
|
3,778,873
|
|
|
14,438,918
|
|
|
10,775,454
|
|
||||
Cost of professional services revenue
|
4,410,948
|
|
|
3,224,945
|
|
|
12,974,332
|
|
|
9,467,835
|
|
||||
Total cost of revenue
|
9,540,681
|
|
|
7,003,818
|
|
|
27,413,250
|
|
|
20,243,289
|
|
||||
Gross profit
|
7,795,506
|
|
|
9,419,002
|
|
|
22,494,458
|
|
|
26,977,484
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
5,994,557
|
|
|
4,717,795
|
|
|
18,196,448
|
|
|
14,680,287
|
|
||||
Research and development
|
4,288,389
|
|
|
2,492,531
|
|
|
11,900,747
|
|
|
7,060,149
|
|
||||
General and administrative
|
3,543,956
|
|
|
4,249,190
|
|
|
13,005,813
|
|
|
12,301,061
|
|
||||
Restricted stock expense
|
—
|
|
|
—
|
|
|
—
|
|
|
18,683,277
|
|
||||
Total operating expenses
|
13,826,902
|
|
|
11,459,516
|
|
|
43,103,008
|
|
|
52,724,774
|
|
||||
Loss from operations
|
(6,031,396
|
)
|
|
(2,040,514
|
)
|
|
(20,608,550
|
)
|
|
(25,747,290
|
)
|
||||
Interest income
|
20,814
|
|
|
1,615
|
|
|
49,160
|
|
|
1,919
|
|
||||
Interest expense
|
(263,133
|
)
|
|
(48,546
|
)
|
|
(654,760
|
)
|
|
(217,440
|
)
|
||||
Loss before income taxes
|
(6,273,715
|
)
|
|
(2,087,445
|
)
|
|
(21,214,150
|
)
|
|
(25,962,811
|
)
|
||||
Income tax expense (benefit)
|
(10,722
|
)
|
|
150,901
|
|
|
217,469
|
|
|
400,450
|
|
||||
Net loss
|
$
|
(6,262,993
|
)
|
|
$
|
(2,238,346
|
)
|
|
$
|
(21,431,619
|
)
|
|
$
|
(26,363,261
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 30,
|
|
September 30,
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Revenue:
|
|
|
|
|
|
|
|
||||
Subscription
|
70
|
%
|
|
70
|
%
|
|
68
|
%
|
|
69
|
%
|
Professional services
|
30
|
|
|
30
|
|
|
32
|
|
|
31
|
|
Total revenue
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
||||
Cost of subscription revenue (1)
|
42
|
|
|
33
|
|
|
42
|
|
|
33
|
|
Cost of professional services revenue (1)
|
85
|
|
|
65
|
|
|
82
|
|
|
65
|
|
Total cost of revenue
|
55
|
|
|
43
|
|
|
55
|
|
|
43
|
|
Gross profit
|
45
|
|
|
57
|
|
|
45
|
|
|
57
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||
Sales and marketing
|
35
|
|
|
29
|
|
|
36
|
|
|
31
|
|
Research and development
|
25
|
|
|
15
|
|
|
24
|
|
|
15
|
|
General and administrative
|
20
|
|
|
26
|
|
|
26
|
|
|
26
|
|
Restricted stock expense
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
Total operating expenses
|
80
|
|
|
70
|
|
|
86
|
|
|
112
|
|
Loss from operations
|
(35
|
)
|
|
(13
|
)
|
|
(41
|
)
|
|
(55
|
)
|
Interest income
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
Interest expense
|
(2
|
)
|
|
(0
|
)
|
|
(1
|
)
|
|
(0
|
)
|
Loss before income taxes
|
(37
|
)
|
|
(13
|
)
|
|
(42
|
)
|
|
(55
|
)
|
Income tax expense (benefit)
|
(0
|
)
|
|
1
|
|
|
0
|
|
|
1
|
|
Net loss
|
(37
|
)%
|
|
(14
|
)%
|
|
(42
|
)%
|
|
(56
|
)%
|
(1) The table shows cost of revenue as a percentage of each component of revenue.
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
|
|||||||
|
Three Months Ended September 30,
|
|
Change
|
|||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
Subscription
|
$
|
12,126,795
|
|
|
$
|
11,441,819
|
|
|
$
|
684,976
|
|
|
6.0
|
%
|
Professional services
|
5,209,392
|
|
|
4,981,001
|
|
|
228,391
|
|
|
4.6
|
%
|
|||
Total revenue
|
$
|
17,336,187
|
|
|
$
|
16,422,820
|
|
|
$
|
913,367
|
|
|
5.6
|
%
|
Operating Expenses:
|
|
|
|
|
|
|
|
|||||||
|
Three Months Ended September 30,
|
|
Change
|
|||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
Sales and marketing
|
$
|
5,994,557
|
|
|
$
|
4,717,795
|
|
|
$
|
1,276,762
|
|
|
27.1
|
%
|
Research and development
|
4,288,389
|
|
|
2,492,531
|
|
|
1,795,858
|
|
|
72.0
|
%
|
|||
General and administrative
|
3,543,956
|
|
|
4,249,190
|
|
|
(705,234
|
)
|
|
(16.6
|
)%
|
|||
Total operating expenses
|
$
|
13,826,902
|
|
|
$
|
11,459,516
|
|
|
$
|
2,367,386
|
|
|
20.7
|
%
|
Income Tax Expense (Benefit):
|
|
|
|
|
|
||||||||
|
Three Months Ended September 30,
|
|
Change
|
||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
||||||
Income tax expense (benefit)
|
$
|
(10,722
|
)
|
|
$
|
150,901
|
|
|
(161,623
|
)
|
|
(107.1
|
)%
|
Revenue:
|
|
|
|
|
|
|
|
|||||||
|
Nine Months Ended September 30,
|
|
Change
|
|||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
Subscription
|
$
|
34,172,867
|
|
|
$
|
32,582,297
|
|
|
$
|
1,590,570
|
|
|
4.9
|
%
|
Professional services
|
15,734,841
|
|
|
14,638,476
|
|
|
1,096,365
|
|
|
7.5
|
%
|
|||
Total revenue
|
$
|
49,907,708
|
|
|
$
|
47,220,773
|
|
|
$
|
2,686,935
|
|
|
5.7
|
%
|
Operating Expenses:
|
|
|
|
|
|
|
|
|||||||
|
Nine Months Ended September 30,
|
|
Change
|
|||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
Sales and marketing
|
$
|
18,196,448
|
|
|
$
|
14,680,287
|
|
|
$
|
3,516,161
|
|
|
24.0
|
%
|
Research and development
|
11,900,747
|
|
|
7,060,149
|
|
|
4,840,598
|
|
|
68.6
|
%
|
|||
General and administrative
|
13,005,813
|
|
|
12,301,061
|
|
|
704,752
|
|
|
5.7
|
%
|
|||
Total operating expenses
|
$
|
43,103,008
|
|
|
$
|
34,041,497
|
|
|
$
|
9,061,511
|
|
|
26.6
|
%
|
Income Tax Expense (Benefit):
|
|
|
|
|
|
||||||||
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
||||||
Income tax expense (benefit)
|
$
|
217,469
|
|
|
$
|
400,450
|
|
|
(182,981
|
)
|
|
(45.7
|
)%
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
Cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
(10,753,193
|
)
|
|
$
|
(9,101,807
|
)
|
Investing activities
|
(28,373,793
|
)
|
|
(1,997,419
|
)
|
||
Financing activities
|
19,744,444
|
|
|
46,582,872
|
|
||
|
|
|
|
||||
|
September 30,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
Cash and cash equivalents
|
$
|
21,617,934
|
|
|
$
|
41,242,200
|
|
|
AMBER ROAD, INC.
|
|
|
|
|
Date: November 9, 2015
|
By:
|
/s/ THOMAS E. CONWAY
|
|
|
Thomas E. Conway
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
Date
|
Amount of Payment
|
June 30, 2015
|
$125,000
|
September 30, 2015
|
$125,000
|
December 31, 2015
|
$93,750
|
March 31, 2016
|
$93,750
|
June 30, 2016
|
$93,750
|
September 30, 2016
|
$93,750
|
December 31, 2016
|
$93,750
|
March 31, 2017
|
$93,750
|
June 30, 2017
|
$187,500
|
September 31, 2017
|
$187,500
|
December 31, 2017
|
$187,500
|
|
AMBER ROAD, INC.,
as the Borrower
By:_____________________________________
Name:
Title:
|
|
KEYBANK NATIONAL ASSOCIATION,
as the Lender and LC Issuer
By:
Name:
Title:
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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: 11/9/2015
|
/s/ JAMES W. PREUNINGER
|
|
James W. Preuninger
|
|
Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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: 11/9/2015
|
/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: 11/9/2015
|
/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: 11/9/2015
|
/s/ THOMAS E. CONWAY
|
|
Thomas E. Conway
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|