|
Delaware
|
22-2590301
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
Large accelerated filer
|
¨
|
|
|
Accelerated filer
|
þ
|
Non-accelerated filer
|
¨
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
|
|
|
|
|
Emerging growth company
|
þ
|
|
|
|
Page
|
PART I. FINANCIAL INFORMATION
|
||
Item 1.
|
|
|
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
PART II. OTHER INFORMATION
|
||
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
|
March 31,
2018 |
|
December 31,
2017 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
9,312,412
|
|
|
$
|
9,360,601
|
|
Accounts receivable, net
|
13,058,740
|
|
|
16,957,044
|
|
||
Unbilled receivables
|
1,453,819
|
|
|
884,104
|
|
||
Deferred commissions
|
3,841,985
|
|
|
4,400,015
|
|
||
Prepaid expenses and other current assets
|
2,835,879
|
|
|
1,715,534
|
|
||
Total current assets
|
30,502,835
|
|
|
33,317,298
|
|
||
Property and equipment, net
|
9,529,360
|
|
|
9,370,104
|
|
||
Goodwill
|
43,694,239
|
|
|
43,768,269
|
|
||
Other intangibles, net
|
4,725,002
|
|
|
4,999,885
|
|
||
Deferred commissions
|
8,611,504
|
|
|
6,734,326
|
|
||
Deposits and other assets
|
1,260,796
|
|
|
1,180,163
|
|
||
Total assets
|
$
|
98,323,736
|
|
|
$
|
99,370,045
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
2,028,922
|
|
|
$
|
2,650,582
|
|
Accrued expenses
|
6,918,731
|
|
|
7,589,482
|
|
||
Current portion of capital lease obligations
|
1,416,455
|
|
|
1,352,456
|
|
||
Deferred revenue
|
35,700,091
|
|
|
37,812,239
|
|
||
Current portion of term loan, net of discount
|
714,391
|
|
|
714,391
|
|
||
Total current liabilities
|
46,778,590
|
|
|
50,119,150
|
|
||
Capital lease obligations, less current portion
|
1,357,126
|
|
|
1,461,101
|
|
||
Deferred revenue, less current portion
|
313,276
|
|
|
1,830,706
|
|
||
Term loan, net of discount, less current portion
|
12,660,794
|
|
|
12,839,392
|
|
||
Revolving credit facility
|
6,000,000
|
|
|
6,000,000
|
|
||
Other noncurrent liabilities
|
1,993,954
|
|
|
1,619,744
|
|
||
Total liabilities
|
69,103,740
|
|
|
73,870,093
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.001 par value; 100,000,000 shares authorized; issued and outstanding 27,331,022 and 27,288,985 shares at March 31, 2018 and December 31, 2017, respectively
|
27,331
|
|
|
27,289
|
|
||
Additional paid-in capital
|
197,289,661
|
|
|
195,203,097
|
|
||
Accumulated other comprehensive loss
|
(2,029,576
|
)
|
|
(1,822,396
|
)
|
||
Accumulated deficit
|
(166,067,420
|
)
|
|
(167,908,038
|
)
|
||
Total stockholders’ equity
|
29,219,996
|
|
|
25,499,952
|
|
||
Total liabilities and stockholders’ equity
|
$
|
98,323,736
|
|
|
$
|
99,370,045
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Revenue:
|
|
|
|
||||
Subscription
|
$
|
15,089,112
|
|
|
$
|
13,901,308
|
|
Professional services
|
4,975,280
|
|
|
4,653,248
|
|
||
Total revenue
|
20,064,392
|
|
|
18,554,556
|
|
||
Cost of revenue (1):
|
|
|
|
||||
Cost of subscription revenue
|
5,215,051
|
|
|
5,380,028
|
|
||
Cost of professional services revenue
|
4,258,962
|
|
|
4,021,746
|
|
||
Total cost of revenue
|
9,474,013
|
|
|
9,401,774
|
|
||
Gross profit
|
10,590,379
|
|
|
9,152,782
|
|
||
Operating expenses (1):
|
|
|
|
||||
Sales and marketing
|
5,807,315
|
|
|
5,803,386
|
|
||
Research and development
|
3,448,565
|
|
|
3,535,415
|
|
||
General and administrative
|
4,076,004
|
|
|
3,806,707
|
|
||
Total operating expenses
|
13,331,884
|
|
|
13,145,508
|
|
||
Loss from operations
|
(2,741,505
|
)
|
|
(3,992,726
|
)
|
||
Interest income
|
993
|
|
|
805
|
|
||
Interest expense
|
(299,599
|
)
|
|
(235,168
|
)
|
||
Loss before income taxes
|
(3,040,111
|
)
|
|
(4,227,089
|
)
|
||
Income tax expense
|
127,081
|
|
|
186,107
|
|
||
Net loss
|
$
|
(3,167,192
|
)
|
|
$
|
(4,413,196
|
)
|
|
|
|
|
||||
Net loss per share (Note 10):
|
|
|
|
||||
Basic and diluted
|
$
|
(0.11
|
)
|
|
$
|
(0.16
|
)
|
Weighted-average shares outstanding (Note 10):
|
|
|
|
||||
Basic and diluted
|
27,596,070
|
|
|
27,238,887
|
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Net loss
|
$
|
(3,167,192
|
)
|
|
$
|
(4,413,196
|
)
|
Other comprehensive loss:
|
|
|
|
||||
Foreign currency translation
|
(207,180
|
)
|
|
(229,232
|
)
|
||
Total other comprehensive loss
|
(207,180
|
)
|
|
(229,232
|
)
|
||
Comprehensive loss
|
$
|
(3,374,372
|
)
|
|
$
|
(4,642,428
|
)
|
(1)
|
Background
|
(2)
|
Summary of Significant Accounting Policies and Practices
|
•
|
Identification of the contract, or contracts, with a customer
|
•
|
Identification of the performance obligations in the contract
|
•
|
Determination of the transaction price
|
•
|
Allocation of the transaction price to the performance obligations in the contract
|
•
|
Recognition of revenue when, or as, we satisfy a performance obligation
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Commission costs deferred
|
$
|
670,037
|
|
|
$
|
636,745
|
|
Commission costs amortized
|
999,576
|
|
|
1,237,743
|
|
|
As Reported
|
|
Adjustments
|
|
As Adjusted
|
||||||||||||||
|
December 31, 2017
|
|
Subscription Revenue
|
|
Professional Services Revenue
|
|
Cost to Obtain a Contract
|
|
January 1,
2018
|
||||||||||
Deferred commissions, current
|
$
|
4,400,015
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(562,607
|
)
|
|
$
|
3,837,408
|
|
Deferred commissions, non-current
|
6,734,326
|
|
|
—
|
|
|
—
|
|
|
2,211,294
|
|
|
8,945,620
|
|
|||||
Deferred revenue, current
|
37,812,239
|
|
|
229,093
|
|
|
(2,170,118
|
)
|
|
—
|
|
|
35,871,214
|
|
|||||
Deferred revenue, non-current
|
1,830,706
|
|
|
—
|
|
|
(1,418,098
|
)
|
|
—
|
|
|
412,608
|
|
|||||
Accumulated deficit
|
(167,908,038
|
)
|
|
(229,093
|
)
|
|
3,588,216
|
|
|
1,648,687
|
|
|
(162,900,228
|
)
|
|
March 31, 2018
|
||||||||||
|
As Reported
|
|
Balance Without Adoption of ASC 606
|
|
Effect of Change
Higher/(Lower) |
||||||
Balance Sheet
|
|
|
|
|
|
||||||
Deferred commissions, current
|
$
|
3,841,985
|
|
|
$
|
4,342,834
|
|
|
$
|
(500,849
|
)
|
Deferred commissions, non-current
|
8,611,504
|
|
|
6,217,631
|
|
|
2,393,873
|
|
|||
Deferred revenue, current
|
35,700,091
|
|
|
37,695,092
|
|
|
1,995,001
|
|
|||
Deferred revenue, non-current
|
313,276
|
|
|
1,564,031
|
|
|
1,250,755
|
|
|||
Accumulated deficit
|
(166,067,420
|
)
|
|
(171,206,200
|
)
|
|
5,138,780
|
|
|
Three Months Ended
March 31, 2018 |
||||||||||
|
As Reported
|
|
Balance Without Adoption of ASC 606
|
|
Effect of Change
Higher/(Lower) |
||||||
Statement of Operations
|
|
|
|
|
|
||||||
Subscription revenue
|
$
|
15,089,112
|
|
|
$
|
15,049,289
|
|
|
$
|
39,823
|
|
Professional services revenue
|
4,975,280
|
|
|
5,128,469
|
|
|
(153,189
|
)
|
|||
Sales and marketing
|
5,807,315
|
|
|
6,051,651
|
|
|
244,336
|
|
|||
Net loss
|
(3,167,192
|
)
|
|
(3,298,162
|
)
|
|
130,970
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Current:
|
|
|
|
||||
Subscription revenue
|
$
|
35,552,642
|
|
|
$
|
35,247,750
|
|
Professional services revenue
|
147,449
|
|
|
2,564,489
|
|
||
Total current
|
35,700,091
|
|
|
37,812,239
|
|
||
Noncurrent:
|
|
|
|
||||
Subscription revenue
|
313,276
|
|
|
412,608
|
|
||
Professional services revenue
|
—
|
|
|
1,418,098
|
|
||
Total noncurrent
|
313,276
|
|
|
1,830,706
|
|
||
Total deferred revenue
|
$
|
36,013,367
|
|
|
$
|
39,642,945
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Subscription revenue
|
$
|
13,164,922
|
|
|
$
|
12,131,054
|
|
Professional services revenue
|
349,222
|
|
|
604,968
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Cash
|
$
|
9,269,808
|
|
|
$
|
9,318,074
|
|
Money market accounts
|
42,604
|
|
|
42,527
|
|
||
|
$
|
9,312,412
|
|
|
$
|
9,360,601
|
|
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
|
||||||||||||||
March 31, 2018
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents - money market accounts
|
$
|
42,604
|
|
|
$
|
42,604
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash - money market accounts
|
56,400
|
|
|
56,400
|
|
|
—
|
|
|
—
|
|
||||
Total assets measured at fair value on a recurring basis
|
$
|
99,004
|
|
|
$
|
99,004
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents - money market accounts
|
$
|
42,527
|
|
|
$
|
42,527
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash - money market accounts
|
56,400
|
|
|
56,400
|
|
|
—
|
|
|
—
|
|
||||
Total assets measured at fair value on a recurring basis
|
$
|
98,927
|
|
|
$
|
98,927
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended
March 31, |
||||||
Country
|
2018
|
|
2017
|
||||
United States
|
$
|
15,237,501
|
|
|
$
|
14,066,153
|
|
International
|
4,826,891
|
|
|
4,488,403
|
|
||
Total revenue
|
$
|
20,064,392
|
|
|
$
|
18,554,556
|
|
Country
|
March 31,
2018 |
|
December 31,
2017 |
||||
United States
|
$
|
8,721,800
|
|
|
$
|
8,535,281
|
|
International
|
807,560
|
|
|
834,823
|
|
||
Total long-lived assets
|
$
|
9,529,360
|
|
|
$
|
9,370,104
|
|
(3)
|
Property and Equipment
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Computer software and equipment
|
$
|
14,729,665
|
|
|
$
|
14,296,247
|
|
Software development costs
|
14,830,992
|
|
|
13,980,872
|
|
||
Furniture and fixtures
|
1,741,856
|
|
|
1,741,918
|
|
||
Leasehold improvements
|
2,546,721
|
|
|
2,546,686
|
|
||
Total property and equipment
|
33,849,234
|
|
|
32,565,723
|
|
||
Less: accumulated depreciation and amortization
|
(24,319,874
|
)
|
|
(23,195,619
|
)
|
||
Total property and equipment, net
|
$
|
9,529,360
|
|
|
$
|
9,370,104
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Depreciation and amortization expense
|
$
|
1,024,853
|
|
|
$
|
1,222,112
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Software costs capitalized
|
$
|
850,373
|
|
|
$
|
473,698
|
|
Software costs amortized (1)
|
454,232
|
|
|
536,839
|
|
||
(1) Included in cost of subscription revenue on the accompanying condensed consolidated statements of operations.
|
|||||||
|
March 31,
2018 |
|
December 31,
2017 |
||||
Capitalized software costs not yet subject to amortization
|
$
|
1,319,343
|
|
|
$
|
824,738
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Accrued bonus
|
$
|
2,696,845
|
|
|
$
|
1,980,218
|
|
Accrued commissions
|
1,061,397
|
|
|
1,901,132
|
|
||
Deferred rent
|
390,839
|
|
|
380,077
|
|
||
Accrued professional fees
|
817,252
|
|
|
712,345
|
|
||
Accrued taxes
|
761,514
|
|
|
805,555
|
|
||
Other accrued expenses
|
1,190,884
|
|
|
1,810,155
|
|
||
Total
|
$
|
6,918,731
|
|
|
$
|
7,589,482
|
|
(5)
|
Leases
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Rental expense from operating leases
|
$
|
891,000
|
|
|
$
|
920,000
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Carry value of capital leases
|
$
|
2,653,306
|
|
|
$
|
3,691,383
|
|
Accumulated amortization included in carry value
|
6,128,072
|
|
|
6,864,443
|
|
|
Capital
Leases |
|
Operating
Leases |
||||
Remainder of 2018
|
$
|
1,208,224
|
|
|
$
|
3,561,745
|
|
2019
|
1,174,317
|
|
|
4,363,680
|
|
||
2020
|
462,102
|
|
|
2,987,153
|
|
||
2021
|
196,386
|
|
|
1,825,191
|
|
||
2022
|
63,034
|
|
|
1,190,145
|
|
||
2023 and thereafter
|
—
|
|
|
618,474
|
|
||
Total minimum lease payments
|
3,104,063
|
|
|
$
|
14,546,388
|
|
|
Less amount representing interest
|
(330,482
|
)
|
|
|
|||
Present value of net minimum capital lease payments
|
2,773,581
|
|
|
|
|||
Less current installments of obligations under capital leases
|
(1,416,455
|
)
|
|
|
|||
Obligations under capital leases excluding current installments
|
$
|
1,357,126
|
|
|
|
(6)
|
Debt
|
|
Principal
Payments |
||
Remainder of 2018
|
$
|
562,500
|
|
2019
|
12,875,000
|
|
|
|
$
|
13,437,500
|
|
(7)
|
Stockholders' Equity
|
|
Shares
|
|
Par Value
|
|||
Balance at December 31, 2017
|
27,288,985
|
|
|
$
|
27,289
|
|
Exercise of stock options
|
15,836
|
|
|
16
|
|
|
Issuance of common stock for vested restricted stock units
|
26,201
|
|
|
26
|
|
|
Balance at March 31, 2018
|
27,331,022
|
|
|
$
|
27,331
|
|
(8)
|
Stock-Based Compensation
|
|
Three Months Ended
March 31, |
||
|
2018
|
|
2017
|
Risk-free interest rate
|
2.71%
|
|
*
|
Expected volatility
|
31.22%
|
|
*
|
Expected dividend yield
|
—
|
|
*
|
Expected life in years
|
6.25
|
|
*
|
Weighted average fair value of options granted
|
$3.63
|
|
*
|
* There were no options granted during the three months ended March 31, 2017.
|
|
Options
Outstanding |
|
Weighted Average
Exercise Price |
||
Balance at December 31, 2017
|
4,632,654
|
|
|
$9.79
|
|
Granted
|
190,015
|
|
|
9.89
|
|
Exercised
|
(15,836
|
)
|
|
5.12
|
|
Canceled
|
(23,922
|
)
|
|
7.63
|
|
Expired
|
—
|
|
|
—
|
|
Balance at March 31, 2018
|
4,782,911
|
|
|
9.82
|
|
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
Total intrinsic value of options exercised
|
$
|
70,170
|
|
|
$
|
37,118
|
|
Weighted average exercise price of fully vested options
|
$
|
10.52
|
|
|
$
|
9.98
|
|
Weighted average remaining term of fully vested options
|
6.1 years
|
|
|
7.2 years
|
|
||
Total unrecognized compensation cost related to non-vested stock options
|
$
|
4,599,373
|
|
|
$
|
5,824,903
|
|
Weighted average period to recognize compensation cost related to non-vested stock options
|
2.4 years
|
|
|
1.5 years
|
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||||
Exercise Price
Per Share |
|
Options
Outstanding |
|
Weighted
Average Remaining Contractual Life |
|
Intrinsic
Value |
|
Options
Exercisable |
|
Weighted
Average Remaining Contractual Life |
|
Intrinsic
Value |
||||||||||||
$
|
2.31
|
|
-
|
$
|
3.74
|
|
.
|
487,480
|
|
|
5.3 years
|
|
$
|
2,928,145
|
|
|
377,909
|
|
|
4.5 years
|
|
$
|
2,362,758
|
|
4.13
|
|
-
|
7.20
|
|
.
|
761,872
|
|
|
8.1 years
|
|
1,654,858
|
|
|
217,183
|
|
|
5.5 years
|
|
677,847
|
|
||||
8.07
|
|
-
|
12.62
|
|
.
|
1,503,127
|
|
|
8.0 years
|
|
816,379
|
|
|
626,181
|
|
|
6.7 years
|
|
479,291
|
|
||||
13.00
|
|
-
|
15.90
|
|
.
|
2,030,432
|
|
|
6.3 years
|
|
—
|
|
|
1,780,399
|
|
|
6.2 years
|
|
—
|
|
||||
|
|
|
|
4,782,911
|
|
|
|
|
$
|
5,399,382
|
|
|
3,001,672
|
|
|
|
|
$
|
3,519,896
|
|
|
Number
of RSU's Outstanding |
|
Number
of PSU's Outstanding |
|
Total
|
|
Weighted
Average Grant Date Fair Value |
||||
Balance at December 31, 2017
|
812,262
|
|
|
466,499
|
|
|
1,278,761
|
|
|
$7.41
|
|
Granted
|
442,033
|
|
|
25,000
|
|
|
467,033
|
|
|
9.62
|
|
Vested
|
(26,201
|
)
|
|
—
|
|
|
(26,201
|
)
|
|
3.99
|
|
Canceled
|
—
|
|
|
(268,059
|
)
|
|
(268,059
|
)
|
|
7.95
|
|
Balance at March 31, 2018
|
1,228,094
|
|
|
223,440
|
|
|
1,451,534
|
|
|
8.09
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
March 31,
2018 |
||||
Weighted-average grant date fair value of unvested combined RSU/PSU
|
$8.09
|
||||||||||
Total unrecognized compensation cost related to non-vested combined RSU/PSU
|
$9,788,763
|
||||||||||
Weighted average period to recognize compensation cost related to non-vested combined RSU/PSU
|
3.2 years
|
|
(9)
|
Income Taxes
|
(10)
|
Net Loss Per Share
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Numerator:
|
|
|
|
||||
Net loss
|
$
|
(3,167,192
|
)
|
|
$
|
(4,413,196
|
)
|
Denominator:
|
|
|
|
||||
Weighted average shares outstanding
|
27,596,070
|
|
|
27,238,887
|
|
||
Basic and diluted net loss per share
|
$
|
(0.11
|
)
|
|
$
|
(0.16
|
)
|
|
Three Months Ended
March 31, |
||||
|
2018
|
|
2017
|
||
Stock options outstanding
|
4,782,911
|
|
|
3,818,934
|
|
Restricted stock and performance stock units
|
1,451,534
|
|
|
641,724
|
|
|
6,234,445
|
|
|
4,460,658
|
|
(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
March 31, |
||||||
|
2018
|
|
2017
|
||||
Net loss
|
$
|
(3,167,192
|
)
|
|
$
|
(4,413,196
|
)
|
Depreciation and amortization
|
1,284,346
|
|
|
1,553,214
|
|
||
Interest expense
|
299,599
|
|
|
235,168
|
|
||
Interest income
|
(993
|
)
|
|
(805
|
)
|
||
Income tax expense
|
127,081
|
|
|
186,107
|
|
||
EBITDA
|
(1,457,159
|
)
|
|
(2,439,512
|
)
|
||
Stock-based compensation
|
2,005,588
|
|
|
1,225,635
|
|
||
Change in fair value of contingent consideration liability
|
—
|
|
|
18,525
|
|
||
Adjusted EBITDA
|
$
|
548,429
|
|
|
$
|
(1,195,352
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Revenue:
|
|
|
|
||||
Subscription
|
$
|
15,089,112
|
|
|
$
|
13,901,308
|
|
Professional services
|
4,975,280
|
|
|
4,653,248
|
|
||
Total revenue
|
20,064,392
|
|
|
18,554,556
|
|
||
Cost of revenue:
|
|
|
|
||||
Cost of subscription revenue
|
5,215,051
|
|
|
5,380,028
|
|
||
Cost of professional services revenue
|
4,258,962
|
|
|
4,021,746
|
|
||
Total cost of revenue
|
9,474,013
|
|
|
9,401,774
|
|
||
Gross profit
|
10,590,379
|
|
|
9,152,782
|
|
||
Operating expenses:
|
|
|
|
||||
Sales and marketing
|
5,807,315
|
|
|
5,803,386
|
|
||
Research and development
|
3,448,565
|
|
|
3,535,415
|
|
||
General and administrative
|
4,076,004
|
|
|
3,806,707
|
|
||
Total operating expenses
|
13,331,884
|
|
|
13,145,508
|
|
||
Loss from operations
|
(2,741,505
|
)
|
|
(3,992,726
|
)
|
||
Interest income
|
993
|
|
|
805
|
|
||
Interest expense
|
(299,599
|
)
|
|
(235,168
|
)
|
||
Loss before income taxes
|
(3,040,111
|
)
|
|
(4,227,089
|
)
|
||
Income tax expense
|
127,081
|
|
|
186,107
|
|
||
Net loss
|
$
|
(3,167,192
|
)
|
|
$
|
(4,413,196
|
)
|
|
Three Months Ended
March 31, |
||||
|
2018
|
|
2017
|
||
Revenue:
|
|
|
|
||
Subscription
|
75
|
%
|
|
75
|
%
|
Professional services
|
25
|
|
|
25
|
|
Total revenue
|
100
|
|
|
100
|
|
Cost of revenue:
|
|
|
|
||
Cost of subscription revenue (1)
|
35
|
|
|
39
|
|
Cost of professional services revenue (1)
|
86
|
|
|
86
|
|
Total cost of revenue
|
47
|
|
|
51
|
|
Gross profit
|
53
|
|
|
49
|
|
Operating expenses:
|
|
|
|
||
Sales and marketing
|
29
|
|
|
31
|
|
Research and development
|
17
|
|
|
19
|
|
General and administrative
|
20
|
|
|
21
|
|
Total operating expenses
|
66
|
|
|
71
|
|
Loss from operations
|
(13
|
)
|
|
(22
|
)
|
Interest income
|
0
|
|
|
0
|
|
Interest expense
|
(1
|
)
|
|
(1
|
)
|
Loss before income taxes
|
(14
|
)
|
|
(23
|
)
|
Income tax expense
|
1
|
|
|
1
|
|
Net loss
|
(15
|
)%
|
|
(24
|
)%
|
(1) The table shows cost of revenue as a percentage of each component of revenue.
|
|
|
|
Revenue:
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Subscription
|
$
|
15,089,112
|
|
|
$
|
13,901,308
|
|
|
$
|
1,187,804
|
|
|
8.5
|
%
|
Professional services
|
4,975,280
|
|
|
4,653,248
|
|
|
322,032
|
|
|
6.9
|
%
|
|||
Total revenue
|
$
|
20,064,392
|
|
|
$
|
18,554,556
|
|
|
$
|
1,509,836
|
|
|
8.1
|
%
|
Cost of Revenue:
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Cost of subscription revenue
|
$
|
5,215,051
|
|
|
$
|
5,380,028
|
|
|
$
|
(164,977
|
)
|
|
(3.1
|
)%
|
Cost of professional services revenue
|
4,258,962
|
|
|
4,021,746
|
|
|
237,216
|
|
|
5.9
|
%
|
|||
Total cost of revenue
|
$
|
9,474,013
|
|
|
$
|
9,401,774
|
|
|
$
|
72,239
|
|
|
0.8
|
%
|
Operating Expenses:
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Sales and marketing
|
$
|
5,807,315
|
|
|
$
|
5,803,386
|
|
|
$
|
3,929
|
|
|
0.1
|
%
|
Research and development
|
3,448,565
|
|
|
3,535,415
|
|
|
(86,850
|
)
|
|
(2.5
|
)%
|
|||
General and administrative
|
4,076,004
|
|
|
3,806,707
|
|
|
269,297
|
|
|
7.1
|
%
|
|||
Total operating expenses
|
$
|
13,331,884
|
|
|
$
|
13,145,508
|
|
|
$
|
186,376
|
|
|
1.4
|
%
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
1,427,138
|
|
|
$
|
793,356
|
|
Investing activities
|
(865,559
|
)
|
|
(502,819
|
)
|
||
Financing activities
|
(464,472
|
)
|
|
(566,211
|
)
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Cash and cash equivalents
|
$
|
9,312,412
|
|
|
$
|
9,360,601
|
|
Accounts receivable, net
|
13,058,740
|
|
|
16,957,044
|
|
|
AMBER ROAD, INC.
|
|
|
|
|
Date: May 10, 2018
|
By:
|
/s/ THOMAS E. CONWAY
|
|
|
Thomas E. Conway
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
|
AMBER ROAD, INC.
as the Borrower
|
|
|
|
|
|
By:
|
/s/ THOMAS E. CONWAY
|
|
|
Name: Thomas E. Conway
|
|
|
Title: Chief Financial Officer
|
|
KEYBANK NATIONAL ASSOCIATION,
as the Lender and LC Issuer
|
|
|
|
|
|
By:
|
/s/ GEOFF SMITH
|
|
|
Name: Geoff Smith
|
|
|
Title: Senior Vice President
|
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: 5/10/2018
|
/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: 5/10/2018
|
/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: 5/10/2018
|
/s/ JAMES W. PREUNINGER
|
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James W. Preuninger
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Chief Executive Officer and Director
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(Principal Executive Officer)
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(1)
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: 5/10/2018
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/s/ THOMAS E. CONWAY
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Thomas E. Conway
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Chief Financial Officer
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(Principal Financial Officer)
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