|
|
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
001-36350
(Commission File Number)
|
|
20-2706637
(IRS Employer
Identification No.)
|
|
|
|
PAGE
|
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||
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|
|
Item 1.
|
||
|
|
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||
|
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||
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||
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Item 2.
|
||
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Item 3.
|
||
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|
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Item 4.
|
||
|
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|
||
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|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
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Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
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Item 4.
|
||
|
|
|
Item 5.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2016
|
|
2015
|
||||
|
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
55,259
|
|
|
$
|
67,049
|
|
Restricted cash
|
|
1,867
|
|
|
2,123
|
|
||
Investments
|
|
49,740
|
|
|
43,571
|
|
||
Accounts receivable, net
|
|
8,735
|
|
|
9,009
|
|
||
Prepaid expenses and other current assets
|
|
5,153
|
|
|
3,058
|
|
||
Deferred solution and other costs, current portion
|
|
5,200
|
|
|
5,968
|
|
||
Deferred implementation costs, current portion
|
|
2,485
|
|
|
2,440
|
|
||
Total current assets
|
|
128,439
|
|
|
133,218
|
|
||
Property and equipment, net
|
|
27,491
|
|
|
24,440
|
|
||
Deferred solution and other costs, net of current portion
|
|
10,973
|
|
|
10,146
|
|
||
Deferred implementation costs, net of current portion
|
|
6,606
|
|
|
6,045
|
|
||
Intangible assets, net
|
|
16,591
|
|
|
17,192
|
|
||
Goodwill
|
|
12,876
|
|
|
12,876
|
|
||
Other long-term assets
|
|
615
|
|
|
551
|
|
||
Total assets
|
|
$
|
203,591
|
|
|
$
|
204,468
|
|
Liabilities and stockholders' equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
4,872
|
|
|
$
|
3,450
|
|
Accrued liabilities
|
|
10,152
|
|
|
11,319
|
|
||
Accrued compensation
|
|
8,063
|
|
|
7,712
|
|
||
Deferred revenues, current portion
|
|
25,497
|
|
|
23,051
|
|
||
Capital lease obligations, current portion
|
|
74
|
|
|
161
|
|
||
Total current liabilities
|
|
48,658
|
|
|
45,693
|
|
||
Deferred revenues, net of current portion
|
|
30,767
|
|
|
29,188
|
|
||
Deferred rent, net of current portion
|
|
9,684
|
|
|
7,359
|
|
||
Other long-term liabilities
|
|
2,710
|
|
|
4,254
|
|
||
Total liabilities
|
|
91,819
|
|
|
86,494
|
|
||
Commitments and contingencies (Note 8)
|
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
|
||||
Preferred stock: $0.0001 par value; 5,000 shares authorized; no shares issued or outstanding as of March 31, 2016 and December 31, 2015
|
|
—
|
|
|
—
|
|
||
Common stock: $0.0001 par value; 150,000 shares authorized; 39,197 issued and 39,195 shares outstanding as of March 31, 2016 and 38,891 shares issued and 38,889 shares outstanding as of December 31, 2015
|
|
4
|
|
|
4
|
|
||
Treasury stock at cost; 2 shares at March 31, 2016 and December 31, 2015
|
|
(44
|
)
|
|
(41
|
)
|
||
Additional paid-in capital
|
|
210,905
|
|
|
207,541
|
|
||
Accumulated other comprehensive loss
|
|
(12
|
)
|
|
(101
|
)
|
||
Accumulated deficit
|
|
(99,081
|
)
|
|
(89,429
|
)
|
||
Total stockholders' equity
|
|
111,772
|
|
|
117,974
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
203,591
|
|
|
$
|
204,468
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Revenues
|
|
$
|
33,759
|
|
|
$
|
24,157
|
|
Cost of revenues
(1)
|
|
17,814
|
|
|
13,272
|
|
||
Gross profit
|
|
15,945
|
|
|
10,885
|
|
||
Operating expenses:
|
|
|
|
|
||||
Sales and marketing
(1)
|
|
8,207
|
|
|
6,194
|
|
||
Research and development
(1)
|
|
7,903
|
|
|
4,151
|
|
||
General and administrative
(1)
|
|
7,421
|
|
|
5,125
|
|
||
Acquisition related costs
|
|
1,482
|
|
|
—
|
|
||
Amortization of acquired intangibles
|
|
368
|
|
|
—
|
|
||
Total operating expenses
|
|
25,381
|
|
|
15,470
|
|
||
Loss from operations
|
|
(9,436
|
)
|
|
(4,585
|
)
|
||
Other income (expense):
|
|
|
|
|
||||
Interest and other income
|
|
83
|
|
|
44
|
|
||
Interest and other expense
|
|
(69
|
)
|
|
(72
|
)
|
||
Total other income (expense), net
|
|
14
|
|
|
(28
|
)
|
||
Loss before income taxes
|
|
(9,422
|
)
|
|
(4,613
|
)
|
||
Provision for income taxes
|
|
(230
|
)
|
|
(32
|
)
|
||
Net loss
|
|
$
|
(9,652
|
)
|
|
$
|
(4,645
|
)
|
Other comprehensive loss:
|
|
|
|
|
||||
Unrealized gain on available-for-sale investments
|
|
89
|
|
|
9
|
|
||
Comprehensive loss
|
|
$
|
(9,563
|
)
|
|
$
|
(4,636
|
)
|
Net loss per common share, basic and diluted
|
|
$
|
(0.25
|
)
|
|
$
|
(0.13
|
)
|
Weighted average common shares outstanding:
|
|
|
|
|
||||
Basic and diluted
|
|
39,024
|
|
|
35,633
|
|
(1)
|
Includes stock-based compensation expenses as follows:
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Cost of revenues
|
|
$
|
406
|
|
|
$
|
178
|
|
Sales and marketing
|
|
435
|
|
|
292
|
|
||
Research and development
|
|
632
|
|
|
162
|
|
||
General and administrative
|
|
1,132
|
|
|
690
|
|
||
Total stock-based compensation expenses
|
|
$
|
2,605
|
|
|
$
|
1,322
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net loss
|
|
$
|
(9,652
|
)
|
|
$
|
(4,645
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
||||
Amortization of deferred implementation, solution and other costs
|
|
1,636
|
|
|
1,127
|
|
||
Depreciation and amortization
|
|
2,927
|
|
|
1,203
|
|
||
Amortization of debt issuance costs
|
|
24
|
|
|
24
|
|
||
Amortization of premiums on investments
|
|
102
|
|
|
89
|
|
||
Stock-based compensation expenses
|
|
2,605
|
|
|
1,322
|
|
||
Deferred income taxes
|
|
70
|
|
|
—
|
|
||
Allowance for sales credits
|
|
24
|
|
|
15
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable, net
|
|
250
|
|
|
(2,232
|
)
|
||
Prepaid expenses and other current assets
|
|
(2,067
|
)
|
|
(585
|
)
|
||
Deferred solution and other costs
|
|
(851
|
)
|
|
(488
|
)
|
||
Deferred implementation costs
|
|
(1,449
|
)
|
|
(918
|
)
|
||
Other long-term assets
|
|
(49
|
)
|
|
41
|
|
||
Accounts payable
|
|
1,200
|
|
|
917
|
|
||
Accrued liabilities
|
|
942
|
|
|
(1,200
|
)
|
||
Deferred revenues
|
|
4,026
|
|
|
2,876
|
|
||
Deferred rent and other long-term liabilities
|
|
449
|
|
|
(190
|
)
|
||
Net cash provided by (used in) operating activities
|
|
187
|
|
|
(2,644
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Purchases of investments
|
|
(10,962
|
)
|
|
(6,480
|
)
|
||
Maturities of investments
|
|
4,779
|
|
|
1,830
|
|
||
Purchases of property and equipment
|
|
(3,590
|
)
|
|
(436
|
)
|
||
Business combinations, net of cash acquired
|
|
(95
|
)
|
|
—
|
|
||
Capitalized software development costs
|
|
(563
|
)
|
|
—
|
|
||
Purchases of other intangible assets
|
|
(75
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
|
(10,506
|
)
|
|
(5,086
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Payments on financing obligations
|
|
(2,100
|
)
|
|
—
|
|
||
Payments on capital lease obligations
|
|
(87
|
)
|
|
(136
|
)
|
||
Proceeds from the issuance of common stock, net of issuance costs
|
|
(8
|
)
|
|
32,811
|
|
||
Proceeds from exercise of stock options to purchase common stock
|
|
727
|
|
|
1,253
|
|
||
Shares acquired to settle the exercise of stock options
|
|
(3
|
)
|
|
(7
|
)
|
||
Net cash (used in) provided by financing activities
|
|
(1,471
|
)
|
|
33,921
|
|
||
Net (decrease) increase in cash and cash equivalents
|
|
(11,790
|
)
|
|
26,191
|
|
||
Cash and cash equivalents, beginning of period
|
|
67,049
|
|
|
67,979
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
55,259
|
|
|
$
|
94,170
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
50
|
|
|
$
|
23
|
|
Computer hardware and equipment
|
|
3 - 5 years
|
Purchased software and licenses
|
|
3 - 5 years
|
Furniture and fixtures
|
|
7 years
|
Leasehold improvements
|
|
Lesser of estimated useful life or 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 reasonably assured; and
|
•
|
the amount of fees to be paid by the customer is fixed or determinable.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Numerators:
|
|
|
|
|
||||
Net loss attributable to common stockholders
|
|
$
|
(9,652
|
)
|
|
$
|
(4,645
|
)
|
Denominator:
|
|
|
|
|
||||
Weighted-average common shares outstanding, basic and diluted
|
|
39,024
|
|
|
35,633
|
|
||
Net loss per common share, basic and diluted
|
|
$
|
(0.25
|
)
|
|
$
|
(0.13
|
)
|
|
|
Three Months Ended March 31,
|
||||
|
|
2016
|
|
2015
|
||
Stock options and restricted stock units
|
|
6,099
|
|
|
5,927
|
|
•
|
Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities;
|
•
|
Level 2—Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data; and
|
•
|
Level 3—Unobservable inputs that are supported by little or no market activity, which requires the Company to develop its own assumptions.
|
|
|
|
|
Fair Value Measurements Using:
|
||||||||||||
Cash Equivalents:
|
|
Fair Value
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Money market funds
|
|
$
|
6,860
|
|
|
$
|
6,860
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investments:
|
|
Fair Value
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
U.S. treasuries and agency bonds
|
|
$
|
13,006
|
|
|
$
|
—
|
|
|
$
|
13,006
|
|
|
$
|
—
|
|
Corporate bonds and commercial paper
|
|
17,845
|
|
|
—
|
|
|
17,845
|
|
|
—
|
|
||||
Certificates of deposit
|
|
12,720
|
|
|
—
|
|
|
12,720
|
|
|
—
|
|
||||
|
|
$
|
43,571
|
|
|
$
|
—
|
|
|
$
|
43,571
|
|
|
$
|
—
|
|
Cash Equivalents:
|
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||
Money market funds
|
|
$
|
855
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
855
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investments:
|
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||
U.S. government agency bonds
|
|
$
|
19,091
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
19,087
|
|
Corporate bonds and commercial paper
|
|
17,240
|
|
|
—
|
|
|
(8
|
)
|
|
17,232
|
|
||||
Certificates of deposit
|
|
13,421
|
|
|
—
|
|
|
—
|
|
|
13,421
|
|
||||
|
|
$
|
49,752
|
|
|
$
|
—
|
|
|
$
|
(12
|
)
|
|
$
|
49,740
|
|
Cash Equivalents:
|
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||
Money market funds
|
|
$
|
6,860
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,860
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investments:
|
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||
U.S. government agency bonds
|
|
$
|
13,044
|
|
|
$
|
—
|
|
|
$
|
(38
|
)
|
|
$
|
13,006
|
|
Corporate bonds and commercial paper
|
|
17,908
|
|
|
—
|
|
|
(63
|
)
|
|
17,845
|
|
||||
Certificates of deposit
|
|
12,720
|
|
|
—
|
|
|
—
|
|
|
12,720
|
|
||||
|
|
$
|
43,672
|
|
|
$
|
—
|
|
|
$
|
(101
|
)
|
|
$
|
43,571
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Due within one year or less
|
|
$
|
34,187
|
|
|
$
|
22,737
|
|
Due after one year through five years
|
|
15,553
|
|
|
20,834
|
|
||
|
|
$
|
49,740
|
|
|
$
|
43,571
|
|
|
|
Adjusted Cost
|
|
Gross Unrealized Loss
|
|
Fair Value
|
||||||
U.S. government agency bonds
|
|
$
|
18,091
|
|
|
$
|
(4
|
)
|
|
$
|
18,087
|
|
Corporate bonds and commercial paper
|
|
17,240
|
|
|
(8
|
)
|
|
17,232
|
|
|||
|
|
$
|
35,331
|
|
|
$
|
(12
|
)
|
|
$
|
35,319
|
|
|
|
Adjusted Cost
|
|
Gross Unrealized Loss
|
|
Fair Value
|
||||||
U.S. government agency bonds
|
|
$
|
13,044
|
|
|
$
|
(38
|
)
|
|
$
|
13,006
|
|
Corporate bonds and commercial paper
|
|
16,907
|
|
|
(63
|
)
|
|
16,844
|
|
|||
|
|
$
|
29,951
|
|
|
$
|
(101
|
)
|
|
$
|
29,850
|
|
|
|
Capital Leases
|
|
Operating Leases
|
||||
Year Ended December 31,
|
|
|
|
|
||||
2016 (from April 1 to December 31)
|
|
$
|
74
|
|
|
$
|
3,431
|
|
2017
|
|
—
|
|
|
5,498
|
|
||
2018
|
|
—
|
|
|
5,538
|
|
||
2019
|
|
—
|
|
|
5,540
|
|
||
2020
|
|
—
|
|
|
5,564
|
|
||
Thereafter
|
|
—
|
|
|
29,370
|
|
||
Total minimum lease payments
|
|
74
|
|
|
$
|
54,941
|
|
|
Less: imputed interest
|
|
—
|
|
|
|
|||
Less: current portion
|
|
(74
|
)
|
|
|
|||
Capital lease obligations, net of current portion
|
|
$
|
—
|
|
|
|
|
|
Contractual Commitments
|
||
Year Ended December 31,
|
|
|
||
2016 (from April 1 to December 31)
|
|
$
|
8,659
|
|
2017
|
|
7,543
|
|
|
2018
|
|
7,191
|
|
|
2019
|
|
6,061
|
|
|
2020
|
|
5,437
|
|
|
Thereafter
|
|
—
|
|
|
Total commitments
|
|
$
|
34,891
|
|
|
|
Number of
Options
|
|
Weighted
Average
Exercise Price
|
|||
Balance as of January 1, 2016
|
|
5,044
|
|
|
$
|
8.84
|
|
Granted
|
|
441
|
|
|
19.26
|
|
|
Exercised
|
|
(257
|
)
|
|
2.94
|
|
|
Forfeited
|
|
(16
|
)
|
|
12.01
|
|
|
Balance as of March 31, 2016
|
|
5,212
|
|
|
$
|
10.00
|
|
|
|
Number of
Shares
|
|
Weighted
Average
Grant Date Fair Value
|
|||
Nonvested as of January 1, 2016
|
|
716
|
|
|
$
|
26.19
|
|
Granted
|
|
233
|
|
|
19.89
|
|
|
Vested
|
|
(48
|
)
|
|
20.44
|
|
|
Forfeited
|
|
(14
|
)
|
|
27.10
|
|
|
Nonvested as of March 31, 2016
|
|
887
|
|
|
$
|
24.83
|
|
•
|
adjusted EBITDA is widely used by investors and securities analysts to measure a company's operating performance without regard to items that can vary substantially from company to company depending upon their financing, capital structures and the method by which assets were acquired;
|
•
|
our management uses adjusted EBITDA in conjunction with GAAP financial measures for planning purposes, in the preparation of our annual operating budget, as a measure of our operating performance, to assess the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance;
|
•
|
adjusted EBITDA provides more consistency and comparability with our past financial performance, facilitates period-to-period comparisons of our operations and also facilitates comparisons with other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results; and
|
•
|
our investor and analyst presentations include adjusted EBITDA as a supplemental measure of our overall operating performance.
|
•
|
depreciation and amortization are non-cash charges, and the assets being depreciated or amortized will often have to be replaced in the future and adjusted EBITDA does not reflect cash requirements for such replacements;
|
•
|
adjusted EBITDA may not reflect changes in, or cash requirements for, our working capital needs or contractual commitments;
|
•
|
adjusted EBITDA does not reflect the potentially dilutive impact of stock-based compensation;
|
•
|
adjusted EBITDA does not reflect interest or tax payments that could reduce cash available for use; and
|
•
|
other companies, including companies in our industry, might calculate adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as comparative measures.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Reconciliation of net loss to adjusted EBITDA:
|
|
|
|
|
||||
Net loss
|
|
$
|
(9,652
|
)
|
|
$
|
(4,645
|
)
|
Depreciation and amortization
|
|
2,927
|
|
|
1,203
|
|
||
Stock-based compensation expense
|
|
2,605
|
|
|
1,322
|
|
||
Provision for income taxes
|
|
230
|
|
|
32
|
|
||
Interest and other (income) expense, net
|
|
(14
|
)
|
|
28
|
|
||
Acquisition related costs
|
|
1,482
|
|
|
—
|
|
||
Adjusted EBITDA
|
|
$
|
(2,422
|
)
|
|
$
|
(2,060
|
)
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Revenues
|
|
$
|
33,759
|
|
|
$
|
24,157
|
|
Cost of revenues
(1)(2)
|
|
17,814
|
|
|
13,272
|
|
||
Gross profit
|
|
15,945
|
|
|
10,885
|
|
||
Operating expenses:
|
|
|
|
|
||||
Sales and marketing
(2)
|
|
8,207
|
|
|
6,194
|
|
||
Research and development
(2)
|
|
7,903
|
|
|
4,151
|
|
||
General and administrative
(2)
|
|
7,421
|
|
|
5,125
|
|
||
Acquisition related costs
|
|
1,482
|
|
|
—
|
|
||
Amortization of acquired intangibles
|
|
368
|
|
|
—
|
|
||
Total operating expenses
|
|
25,381
|
|
|
15,470
|
|
||
Loss from operations
|
|
(9,436
|
)
|
|
(4,585
|
)
|
||
Total other income (expense), net
|
|
14
|
|
|
(28
|
)
|
||
Loss before income taxes
|
|
(9,422
|
)
|
|
(4,613
|
)
|
||
Provision for income taxes
|
|
(230
|
)
|
|
(32
|
)
|
||
Net loss
|
|
$
|
(9,652
|
)
|
|
$
|
(4,645
|
)
|
(1)
|
Includes amortization of acquired technology of
$0.8 million
and zero for the
three months ended March 31, 2016
and
2015
, respectively.
|
(2)
|
Includes stock-based compensation expenses as follows (in thousands):
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Cost of revenues
|
|
406
|
|
|
178
|
|
||
Sales and marketing
|
|
435
|
|
|
292
|
|
||
Research and development
|
|
632
|
|
|
162
|
|
||
General and administrative
|
|
1,132
|
|
|
690
|
|
||
Total stock-based compensation expenses
|
|
$
|
2,605
|
|
|
$
|
1,322
|
|
(1)
|
Includes amortization of acquired technology of
2.4%
and zero for the
three months ended March 31, 2016
and
2015
, respectively.
|
(2)
|
Includes stock-based compensation expenses as follows (in thousands):
|
|
|
Three Months Ended March 31,
|
||||
|
|
2016
|
|
2015
|
||
Cost of revenues
|
|
1.2
|
%
|
|
0.7
|
%
|
Sales and marketing
|
|
1.3
|
|
|
1.2
|
|
Research and development
|
|
1.9
|
|
|
0.7
|
|
General and administrative
|
|
3.4
|
|
|
2.9
|
|
Total stock-based compensation expenses
|
|
7.8
|
%
|
|
5.5
|
%
|
|
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||
|
|
2016
|
|
2015
|
|
$
|
|
(%)
|
|||||||
Revenues
|
|
$
|
33,759
|
|
|
$
|
24,157
|
|
|
$
|
9,602
|
|
|
39.7
|
%
|
|
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||
|
|
2016
|
|
2015
|
|
$
|
|
(%)
|
|||||||
Cost of revenues
|
|
$
|
17,814
|
|
|
$
|
13,272
|
|
|
$
|
4,542
|
|
|
34.2
|
%
|
Percentage of revenues
|
|
52.8
|
%
|
|
54.9
|
%
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||
|
|
2016
|
|
2015
|
|
$
|
|
(%)
|
|||||||
Sales and marketing
|
|
$
|
8,207
|
|
|
$
|
6,194
|
|
|
$
|
2,013
|
|
|
32.5
|
%
|
Percentage of revenues
|
|
24.3
|
%
|
|
25.7
|
%
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||
|
|
2016
|
|
2015
|
|
$
|
|
(%)
|
|||||||
Research and development
|
|
$
|
7,903
|
|
|
$
|
4,151
|
|
|
$
|
3,752
|
|
|
90.4
|
%
|
Percentage of revenues
|
|
23.4
|
%
|
|
17.2
|
%
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||
|
|
2016
|
|
2015
|
|
$
|
|
(%)
|
|||||||
General and administrative
|
|
$
|
7,421
|
|
|
$
|
5,125
|
|
|
$
|
2,296
|
|
|
44.8
|
%
|
Percentage of revenues
|
|
22.0
|
%
|
|
21.2
|
%
|
|
|
|
|
|
|
Three months ended March 31,
|
|
Change
|
|||||||||||
|
|
2016
|
|
2015
|
|
$
|
|
(%)
|
|||||||
Acquisition related costs
|
|
$
|
1,482
|
|
|
$
|
—
|
|
|
$
|
1,482
|
|
|
100.0
|
%
|
Percentage of revenues
|
|
4.4
|
%
|
|
—
|
%
|
|
|
|
|
|
|
Three months ended March 31,
|
|
Change
|
|||||||||||
|
|
2016
|
|
2015
|
|
$
|
|
(%)
|
|||||||
Amortization of acquired intangibles
|
|
$
|
368
|
|
|
$
|
—
|
|
|
$
|
368
|
|
|
100.0
|
%
|
Percentage of revenues
|
|
1.1
|
%
|
|
—
|
%
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Net cash provided by (used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
187
|
|
|
$
|
(2,644
|
)
|
Investing activities
|
|
(10,506
|
)
|
|
(5,086
|
)
|
||
Financing activities
|
|
(1,471
|
)
|
|
33,921
|
|
||
Net (decrease) increase in cash and cash equivalents
|
|
$
|
(11,790
|
)
|
|
$
|
26,191
|
|
|
|
Payment due by period
|
||||||||||||||||||
|
|
Less Than 1 Year
|
|
1 to 3 Years
|
|
3 to 5 Years
|
|
More Than 5 Years
|
|
Total
|
||||||||||
Interest payments - line of credit
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13
|
|
Operating lease obligations
|
|
4,802
|
|
|
11,034
|
|
|
11,141
|
|
|
27,964
|
|
|
54,941
|
|
|||||
Capital lease obligations
|
|
74
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74
|
|
|||||
Purchase commitments
|
|
10,590
|
|
|
14,538
|
|
|
9,763
|
|
|
—
|
|
|
34,891
|
|
|||||
Acquisition hold back
|
|
—
|
|
|
2,500
|
|
|
—
|
|
|
—
|
|
|
2,500
|
|
|||||
|
|
$
|
15,466
|
|
|
$
|
28,085
|
|
|
$
|
20,904
|
|
|
$
|
27,964
|
|
|
$
|
92,419
|
|
•
|
Revenue recognition;
|
•
|
Deferred revenues;
|
•
|
Deferred implementation costs;
|
•
|
Deferred solution and other costs;
|
•
|
Accounts receivable, net;
|
•
|
Stock-based compensation;
|
•
|
Purchase price allocation, intangible assets and goodwill;
|
•
|
Capitalization of software development costs; and
|
•
|
Income taxes.
|
•
|
the last day of its fiscal year following the fifth anniversary of the date of its initial public offering of common equity securities;
|
•
|
the last day of its fiscal year in which it has annual gross revenue of $1.0 billion or more;
|
•
|
the date on which it has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; and
|
•
|
the date on which it is deemed to be a "large accelerated filer," which will occur at such time as the company (a) has 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) has been required to file annual and quarterly reports under the Exchange Act for a period of at least 12 months and (c) has filed at least one annual report pursuant to the Exchange Act.
|
|
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid Per Share
(2)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares That May Be Purchased Under the Plans or Programs
|
|||||||
January 1 - 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
February 1 - 29, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
March 1 - 31, 2016
|
|
185
|
|
|
20.92
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
185
|
|
|
$
|
20.92
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Total shares purchased are attributable to shares of common stock tendered to us by one or more holders of common stock options to cover the exercise price of options exercised.
|
(2)
|
Reflects the closing price of Q2 shares as reported on the New York Stock Exchange on the date of exercise.
|
|
|
Q2 HOLDINGS, INC.
|
||
May 10, 2016
|
|
By:
|
|
/s/ MATTHEW P. FLAKE
Matthew P. Flake
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
May 10, 2016
|
|
By:
|
|
/s/ JENNIFER N. HARRIS
Jennifer N. Harris
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Exhibit Number
|
|
Description of Document
|
|
|
|
3.1
|
*
|
Fourth Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.2 of the Registrant’s Form S-1 Registration Statement (Registration No. 333-193911)).
|
|
|
|
3.2
|
*
|
Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.4 of the Registrant’s Form S-1 Registration Statement (Registration No. 333-193911)).
|
|
|
|
10.1
|
**
|
Second Amendment to Lease Amendment, dated February 3, 2016, by and among Q2 Software, Inc. and CREF Aspen Lake Building II, LLC.
|
|
|
|
31.1
|
**
|
Certification of Chief Executive Officer pursuant to Exchange Act Rule, 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
**
|
Certification of Chief Financial Officer pursuant to Exchange Act Rule, 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
#
|
Certification pursuant to 18 U.S.C. 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer.
|
|
|
|
32.2
|
#
|
Certification pursuant to 18 U.S.C. 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Financial Officer.
|
|
|
|
101.INS
|
**
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
**
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
**
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
**
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
**
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
**
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
Time Period
|
|
Rate per Square Foot of Rentable Area
|
|
Annual Base Rent
|
|
Monthly Installment
|
05/01/16-12/31/16
|
|
$21.80
|
|
$544,934.60
|
|
$45,412.22
|
Time Period
|
|
Rate per Square Foot of Rentable Area
|
|
Annual Base Rent
|
|
Monthly Installment
|
02/01/26-09/30/27
|
|
$28.15
|
|
$1,968,698.40
|
|
$164,058.20
|
Time Period
|
Total Monthly Base Rent
|
May 1, 2016-September 30, 2016
|
$232,292.04
|
October 1, 2016-September 30, 2017
|
$238,096.59
|
October 1, 2017-September 30, 2018
|
$244,008.63
|
October 1, 2018-September 30, 2019
|
$250,028.15
|
October 1, 2019-September 30, 2020
|
$256,262.68
|
October 1, 2020-September 30, 2021
|
$262,604.69
|
October 1, 2021-September 30, 2022
|
$269,160.64
|
October 1, 2022-September 30, 2023
|
$275,826.15
|
October 1, 2023-September 30, 2024
|
$282,705.63
|
October 1, 2024-September 30, 2025
|
$289,692.58
|
October 1, 2025-January 31, 2026
|
$296,894.53
|
February 1, 2026-September 30, 2026
|
$300,915.85
|
October 1, 2026-September 30, 2027
|
$304,312.06
|
October 1, 2027-April 30, 2028
|
$311,325.01
|
LANDLORD:
|
|
|||
|
|
|
|
|
CREF ASPEN LAKE BUILDING II, LLC,
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a Texas limited liability company
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By:
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Crimson Real Estate Fund, LP,
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a Delaware limited partnership,
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its sole member
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By:
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Crimson Fund GP, LLC, a Delaware
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limited liability company, its general
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partner
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By:
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/s/ C. Dean Patrinely
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Name:
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C. Dean Patrinely
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Title:
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President
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TENANT:
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Q2 SOFTWARE INC. D/B/A Q2,
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a Delaware corporation
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By:
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/s/ Jennifer Harris
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Name:
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Jennifer Harris
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Title:
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Chief Financial Officer
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Date:
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February 3, 2016
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Date: May 10, 2016
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/s/ MATTHEW P. FLAKE
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Matthew P. Flake
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President and Chief Executive Officer
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(Principal Executive Officer)
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Date: May 10, 2016
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/s/ JENNIFER N. HARRIS
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Jennifer N. Harris
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Date: May 10, 2016
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/s/ MATTHEW P. FLAKE
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Matthew P. Flake
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President and Chief Executive Officer
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(Principal Executive Officer)
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Date: May 10, 2016
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/s/ JENNIFER N. HARRIS
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Jennifer N. Harris
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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