Table of Contents  

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


 

Form 10-Q


(Mark One)

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended March 31, 2018

or

 

 

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to

 

Commission file number 001-36471


MobileIron, Inc.

(Exact name of Registrant as specified in its charter)


 

 

 

 

 

 

 

Delaware

 

26-0866846

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

 

401 East Middlefield Road

Mountain View, California

 

94043

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:

(650) 919-8100


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒      No    ◻

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ☒     No   ◻

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

 

 

 

 

 

Large accelerated filer   ◻                    

 

 

 

Accelerated filer   ☒

Nonaccelerated filer    ◻ (Do not check if a smaller reporting company)   

 

 

 

Smaller reporting company   ◻

Emerging growth company   ☒ 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ◻     No   ☒

 

At April 30, 2018, there were 100,635,147 shares of the registrant’s common stock, $0.0001 par value, issued and outstanding.

 

 

 

 


 

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INDEX TO QUARTERLY REPORT ON FORM 10-Q

For the Quarter Ended March 31, 2018

 

 

 

Page

PART I FINANCIAL INFORMATION  

 

6

Item 1. Financial Statements :

 

6

Condensed Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017  

 

6

Condensed Consolidated Statements of Operations for the three months ended March 31, 2018 and 2017  

 

7

Condensed Consolidated Statement of Stockholders’ Equity for the three months ended March 31, 2018  

 

8

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2018 and 2017  

 

9

Notes to Condensed Consolidated Financial Statements  

 

10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations  

 

31

Item 3. Quantitative and Qualitative Disclosure About Market Risk  

 

46

Item 4. Controls and Procedures  

 

46

PART II OTHER INFORMATION  

 

47

Item 1. Legal Proceedings  

 

47

Item 1A. Risk Factors  

 

47

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds  

 

73

Item 3. Defaults Upon Senior Securities  

 

73

Item 4. Mine Safety Disclosures  

 

73

Item 5. Other Information  

 

74

Item 6. Exhibits  

 

80

Signatures  

 

83

 

 

 

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WHERE YOU CAN FIND MORE INFORMATION

 

Investors and others should note that we announce material financial information to our investors using our investor relations website address, press releases, SEC filings and public conference calls and webcasts. We also use the following social media channels as a means of disclosing information about the company, our services and other matters and for complying with our disclosure obligations under Regulation FD:

 

MobileIron Company Blog ( https://www.mobileiron.com/en/smartwork-blog )

 

MobileIron Facebook Page ( https://www.facebook.com/mobileiron )

 

MobileIron Twitter Account ( https://twitter.com/mobileiron ); @mobileiron

 

MobileIron LinkedIn Page ( https://www.linkedin.com/company/mobileiron )

 

The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these accounts and the blog, in addition to following our press releases, SEC filings and public conference calls and webcasts. This list may be updated from time to time. The information we post through these channels is not a part of this Quarterly Report on Form 10-Q. These channels may be updated from time to time on MobileIron’s investor relations website.

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SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases you can identify these statements by forward-looking words such as “believe,” “may,” “will,” “might,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “should,” “would,” “potentially,” “predict,” “plan,” “outlook,” “target,” “expect,” “future” or similar expressions, or the negative or plural of these words or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

 

 

 

 

 

beliefs and objectives for future operations and growth;

 

 

 

 

our business plan and our ability to effectively manage our expenses;

 

 

 

 

our ability to timely and effectively scale and adapt our existing technology;

 

 

 

 

our ability to innovate new products and bring them to market in a timely manner;

 

 

 

 

our ability to expand internationally;

 

 

 

 

our ability to attract new customers and further penetrate our existing customer base;

 

 

 

 

our expectations concerning renewal rates for subscriptions and services by existing customers;

 

 

 

 

our expectations concerning the mix of our sales of subscriptions and perpetual licenses;

 

 

 

 

cost of revenue, including changes in costs associated with hardware, royalties, customer support and data center operations;

 

 

 

 

operating expenses, including changes in research and development, sales and marketing, and general and administrative expenses;

 

 

 

 

our expectations concerning relationships with third parties, including channel and other partners;

 

 

 

 

economic and industry trends or trend analysis; and

 

 

 

 

the sufficiency of our existing cash and investments to meet our cash needs for at least the next 12 months.

 

 

 

 

In addition, statements such as "we believe" and similar statements reflect our beliefs and opinions on the relevant subject.  These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.  These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

 

These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. These risks are not exhaustive. These statements are within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements appear throughout this Quarterly Report on Form 10-Q and are statements regarding our intent, belief, or current expectations, primarily with respect to our business and related industry developments. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report on Form 10-Q. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us and described in Part

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II, Item 1A, entitled “Risk Factors,” and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2 of this Quarterly Report on Form 10-Q. We undertake no obligation to update any forward-looking statements for any reason to conform these statements to actual results or to changes in our expectations.

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PART I—FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

MOBILEIRON, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

March 31, 

 

December 31, 

 

    

 

2018

    

2017

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

96,311

 

$

85,833

 

Short-term investments

 

 

2,995

 

 

6,797

 

Accounts receivable, net of allowance for doubtful accounts of $475 at both March 31, 2018 and December 31, 2017

 

 

35,605

 

 

50,629

 

Deferred commissions - current

 

 

8,412

 

 

9,285

 

Prepaid expenses and other current assets

 

 

6,892

 

 

5,510

 

TOTAL CURRENT ASSETS

 

 

150,215

 

 

158,054

 

Property and equipment—net

 

 

8,205

 

 

8,812

 

Deferred commissions - noncurrent

 

 

9,022

 

 

9,123

 

Goodwill

 

 

5,475

 

 

5,475

 

Other assets

 

 

2,737

 

 

2,976

 

TOTAL ASSETS

 

$

175,654

 

$

184,440

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

1,259

 

$

1,369

 

Accrued expenses

 

 

16,119

 

 

25,070

 

Unearned revenue - current

 

 

57,559

 

 

55,105

 

Customer arrangements with termination rights

 

 

17,187

 

 

19,546

 

TOTAL CURRENT LIABILITIES

 

 

92,124

 

 

101,090

 

Long-term liabilities:

 

 

 

 

 

 

 

Unearned revenue - noncurrent

 

 

23,366

 

 

21,917

 

Other long-term liabilities

 

 

1,784

 

 

1,881

 

TOTAL LIABILITIES

 

 

117,274

 

 

124,888

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 11)

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock, $0.0001 par value, 300,000,000 shares authorized, 100,608,155 shares and 97,203,950 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively

 

 

11

 

 

10

 

Additional paid-in capital

 

 

435,722

 

 

420,525

 

Accumulated deficit

 

 

(377,353)

 

 

(360,983)

 

TOTAL STOCKHOLDERS’ EQUITY

 

 

58,380

 

 

59,552

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

175,654

 

$

184,440

 

See accompanying notes.

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MOBILEIRON, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31, 

 

 

    

2018

    

2017

    

Revenue

 

 

 

 

 

 

 

License

 

$

12,441

 

$

14,420

 

Cloud services

 

 

11,150

 

 

9,023

 

Software support and services

 

 

20,098

 

 

18,666

 

Total revenue

 

 

43,689

 

 

42,109

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

 

 

 

 

 

License

 

 

431

 

 

447

 

Cloud services

 

 

2,571

 

 

1,946

 

Software support and services

 

 

4,975

 

 

4,877

 

Total cost of revenue

 

 

7,977

 

 

7,270

 

Gross profit

 

 

35,712

 

 

34,839

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Research and development

 

 

21,335

 

 

17,193

 

Sales and marketing

 

 

23,681

 

 

23,663

 

General and administrative

 

 

7,222

 

 

6,188

 

Litigation settlement charge

 

 

 —

 

 

1,143

 

Total operating expenses

 

 

52,238

 

 

48,187

 

 

 

 

 

 

 

 

 

Operating loss

 

 

(16,526)

 

 

(13,348)

 

Other income - net

 

 

503

 

 

174

 

Loss before income taxes

 

 

(16,023)

 

 

(13,174)

 

Income tax expense

 

 

347

 

 

199

 

Net loss

 

$

(16,370)

 

$

(13,373)

 

Net loss per share, basic and diluted

 

$

(0.17)

 

$

(0.15)

 

Weighted-average shares used to compute net loss per share, basic and diluted

 

 

98,645

 

 

90,439

 

 

See accompanying notes.

 

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MOBILEIRON, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

    

 

    

    

 

    

    

 

    

 

 

 

 

    

 

 

 

 

Additional

 

 

 

Total

 

 

 

Common Stock

 

Paid-in

 

Accumulated

 

Stockholders’

 

 

 

Shares

 

Amount

 

Capital

 

Deficit

 

Equity

 

BALANCE—December 31, 2017

 

97,203,950

 

$

10

 

$

 420,525

 

$

(360,983)

 

$

59,552

 

Issuance of common stock for stock option exercises

 

378,398

 

 

 —

 

 

655

 

 

 —

 

 

655

 

Issuance of common stock pursuant to the Employee Stock Purchase Plan

 

829,182

 

 

 —

 

 

2,339

 

 

 —

 

 

2,339

 

Issuance of common stock pursuant to the Employee Stock-Settled Bonus Plans

 

1,973,386

 

 

 1

 

 

9,621

 

 

 —

 

 

9,622

 

Shares withheld for net settlement of Employee Stock-Settled Bonus Plans

 

(752,564)

 

 

 —

 

 

(3,724)

 

 

 —

 

 

(3,724)

 

Vesting of restricted stock units

 

975,803

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Stock-based compensation

 

 —

 

 

 —

 

 

6,306

 

 

 —

 

 

6,306

 

Net loss

 

 —

 

 

 —

 

 

 —

 

 

(16,370)

 

 

(16,370)

 

BALANCE—March 31, 2018

 

100,608,155

 

$

11

 

$

435,722

 

$

(377,353)

 

$

58,380

 

 

See accompanying notes

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MOBILEIRON, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW S

(In thousands, except per share data)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31, 

 

 

    

2018

    

2017

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net loss

 

$

(16,370)

 

$

(13,373)

 

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

 

Stock-based compensation expense

 

 

10,693

 

 

6,547

 

Depreciation

 

 

970

 

 

788

 

Amortization of intangible assets

 

 

100

 

 

154

 

Accretion of premium on investment securities

 

 

(12)

 

 

(30)

 

Gain on disposal of fixed assets

 

 

41

 

 

 —

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

 

14,438

 

 

5,682

 

Deferred commissions

 

 

974

 

 

361

 

Other current and noncurrent assets

 

 

(656)

 

 

(8,125)

 

Accounts payable

 

 

 3

 

 

1,855

 

Unearned revenue

 

 

3,903

 

 

3,455

 

Customer arrangements with termination rights

 

 

(2,360)

 

 

12

 

Accrued expenses and other long-term liabilities

 

 

(2,544)

 

 

3,398

 

Net cash provided by operating activities

 

 

9,180

 

 

724

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(516)

 

 

(393)

 

Proceeds from maturities of investment securities

 

 

6,800

 

 

24,965

 

Purchase of investment securities

 

 

(2,986)

 

 

 —

 

Net cash provided by investing activities

 

 

3,298

 

 

24,572

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Proceeds from Employee Stock Purchase Plan

 

 

1,069

 

 

1,130

 

Taxes paid for net settlement of stock-settled bonus

 

 

(3,724)

 

 

(3,024)

 

Proceeds from exercise of stock options

 

 

655

 

 

1,817

 

Net cash used in financing activities

 

 

(2,000)

 

 

(77)

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

 

10,478

 

 

25,219

 

CASH AND CASH EQUIVALENTS—Beginning of period

 

 

85,833

 

 

54,043

 

CASH AND CASH EQUIVALENTS—End of period

 

$

96,311

 

$

79,262

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

Cash paid for income taxes

 

$

474

 

$

241

 

SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Value of shares issued under the Bonus Plans

 

$

5,898

 

$

5,123

 

Value of shares issued under the Employee Stock Purchase Plan

 

$

2,339

 

$

2,110

 

Unpaid property and equipment purchases

 

$

113

 

$

 —

 

 

 

 

 

 

 

 

See accompanying notes.

 

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MOBILEIRON, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1. Description of Business and Significant Accounting Policies

 

Description of Business

 

MobileIron, Inc. and its wholly owned subsidiaries, collectively, the “Company”, “we”, “us” or “our”, provides a purpose-built mobile IT platform that enables enterprises to manage and secure mobile applications, content and devices while providing their employees with device choice, privacy and a native user experience. We were incorporated in Delaware in July 2007 and are headquartered in Mountain View, California, with additional sales and support presence in North America, Europe, the Middle East, Asia and Australia and additional employees in India primarily focused on research and development.

 

Basis of Presentation and Consolidation

 

The accompanying unaudited condensed consolidated financial statements as of March 31, 2018 and for the three months ended March 31, 2018 and 2017 have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission, or the SEC, and include the accounts of our wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.

 

Certain information and footnote disclosures in this Quarterly Report on Form 10-Q normally included in annual financial statements prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary for a fair presentation of our balance sheet as of March 31, 2018, our operating results for the three months ended March 31, 2018 and 2017, and our cash flows for the three months ended March 31, 2018 and 2017. Our operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2018. The condensed consolidated balance sheet as of December 31, 2017 has been derived from the audited consolidated financial statements as of that date, but does not include all the footnotes required by U.S. GAAP for complete financial statements.

 

The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with our audited financial statements and related notes theretofore the year ended December 31, 2017, included in our Annual Report on Form 10-K filed with the SEC on March 12, 2018.

 

Foreign Currency Translation

 

Our reporting currency is the U.S. dollar. The functional currency of all our international operations is the U.S. dollar. All monetary asset and liability accounts are translated into U.S. dollars at the period-end rate, nonmonetary assets and liabilities are translated at historical exchange rates, and revenue and expenses are translated at the weighted-average exchange rates in effect during the period. Translation adjustments are recorded as foreign currency gains in the consolidated statements of operations. We recognized a foreign currency gain of $181,000 and $8,000 in the three months ended March 31, 2018 and 2017, respectively, in other income—net in our condensed consolidated statements of operations.

 

Use of Estimates

 

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.

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These estimates include, but are not limited to, revenue recognition, deferred commissions and commissions expense, stock-based compensation, goodwill, and accounting for income taxes. Actual results could differ from those estimates.

 

Concentrations of Credit Risk

 

Financial instruments that potentially subject us to a concentration of credit risk consist of cash, money market funds and fixed income investments. Although we deposit our cash with multiple financial institutions, our deposits, at times, exceed federally insured limits. We invest in fixed income securities that are of high-credit quality. Substantially all of our money market funds, or $14.4 million, are held in two funds that are rated “AAA.”

 

We generally do not require collateral or other security in support of accounts receivable. Allowances are provided for individual accounts receivable when we become aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy, deterioration of the customer’s operating results, or change in financial position. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. We also consider broader factors in evaluating the sufficiency of our allowances for doubtful accounts, including the length of time receivables are past due, significant one-time events and historical experience. At March 31, 2018 and December 31, 2017 we had an allowance for doubtful accounts of $475,000.

 

One reseller accounted for 12% of total revenue (1% as an end customer) and 16% of total revenue (1% as an end customer) for the three months ended March 31, 2018 and 2017, respectively. The same reseller accounted for 8% and 17% of net accounts receivable as of March 31, 2018 and December 31, 2017, respectively.

 

There were no other resellers or end-user customers that accounted for 10% or more as a percentage of our revenue or net accounts receivable for any period presented.

 

Segments

 

We have one reportable segment.

 

Summary of Significant Accounting Policies

 

Revenue Recognition

 

Revenue Presentation

License revenue includes sales of perpetual software licenses, software licenses sold as part of on-premises term subscriptions, and hardware.

 

Cloud services include sales of cloud-based solutions that allow customers to use hosted software over a contract period without taking possession of our software and are typically provided on a subscription or usage basis.

Software support and services revenue includes sales of software support sold as part of on-premises term subscriptions, software support of perpetual licenses, and professional services.

Revenue Recognition

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities.

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Nature of Products and Services

Licenses for on-premises software provide the customer with a right to use the software as it exists when made available to the customer. Customers may purchase on-premises software licenses as perpetual licenses or as part of subscriptions. On-premises licenses are considered distinct performance obligations and revenue from the licenses is recognized upfront when the software is made available to the customer.

Software support and services convey rights to the upgrades released over the contract period and provide support and tools to help customers deploy and use our products more efficiently. Revenue allocated to software support and services is generally recognized ratably over the contract period as customers simultaneously consume and receive benefits, given that the software support and services comprise a distinct performance obligations that is satisfied over time.  

On-premises subscriptions and software support and services occasionally contain termination rights. We recognize revenue from those arrangements, including the distinct licenses contained therein, as the termination rights for the performance obligation expire. See also Unearned Revenue and Customer Arrangements with Termination Rights below.

 

Cloud services, which allow customers to use hosted software over a contract period without taking possession of our software, are provided on a subscription or usage basis. Revenue related to cloud services provided on a subscription basis is recognized ratably over the contract period and revenue related to cloud services based on usage is generally recognized as the usage occurs.

Professional services include consulting, deployment and training services. Our professional services represent distinct performance obligations as our customers benefit from the services separately or together with other readily available resources. Professional services revenue is recognized as services are delivered.

 

Appliance revenue was less than 5% of total revenue for all periods presented and is included as a component of license revenue within the consolidated statements of operations.

Refer to Note 13 – Segment and Disaggregation of Revenue Information for further information.

Significant Judgments

Our contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Judgment is required to determine whether a software license is considered distinct and accounted for separately, or not distinct and accounted for together with the software support and services and recognized over time.

Judgment is required to determine the standalone selling price (“SSP”) for each distinct performance obligation. We use a range of amounts to estimate the SSP for items that are not sold separately, including on-premises licenses sold with software support and services. In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that may include other observable inputs. We typically have more than one SSP for individual products and services due to the stratification of those products and services by customer classes and circumstances. In these instances, we may use information such as the size and type of customer in determining the SSP.

Contract Balances  

Timing of revenue recognition may differ from the timing of invoicing customers. We record a receivable when revenue is recognized prior to invoicing, or unearned revenue when revenue is recognized subsequent to invoicing. For multi-year agreements, we generally invoice customer in full at the inception of the contract. We occasionally invoice customers annually at the beginning of each annual period. When this occurs, we record an unbilled receivable related to revenue recognized for multi-year on-premises licenses when we have an unconditional right to invoice and receive payment in the future related to those licenses or when we have the right to invoice future monthly periods under

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committed monthly recurring charge (“MRC”) agreements. The majority of our MRC agreements are for a month to month term (“non-committed”) or usage-based.

Payment terms and conditions vary by contract type, although terms generally include a requirement of pay within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers, such as invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period, or to provide customers with financing, such as multi-year on-premises licenses that are invoiced annually with revenue recognized upfront.

As of March 31, 2018 and December 31, 2017, the balance of accounts receivable, net of the allowance for doubtful accounts, included $1.9 million and $2.5 million, respectively, of unbilled receivables from upfront recognition of revenue for certain multi-period on-premises software subscriptions that include both distinct software licenses and software support and services.

As of March 31, 2018 and December 31, 2017, unbilled receivables included in other long-term assets on our consolidated balance sheets were $790,000 and $977,000, respectively.

The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. We determine the allowance based on known troubled accounts, historical experience, and other currently available evidence.

 

Unearned Revenue and Customer Arrangements with Termination Rights

 

We generally invoice our customers upfront for subscriptions and software support and services associated with perpetual licenses. Unearned revenue from those upfront billings is comprised of unearned revenue from cloud-based subscriptions, software support and services for on-premises subscriptions, software support and services associated with perpetual licenses and professional services to be performed in the future.

 

Because some of our arrangements with customers contain termination rights, the arrangements do not meet the definition of a contract under Accounting Standard Codification Topic 606, Revenue Recognition from Contracts with Customers, or ASC 606, and are not recorded as unearned revenue and instead are recorded as “customer arrangements with termination rights” on our consolidated balance sheets. 

Refer to Note 12 – Unearned Revenue for further information on unearned revenue, changes in unearned revenue during the period, and customer arrangements with termination rights.

Deferred Commissions

We recognize an asset for the incremental costs of obtaining a contract with a customer. We have determined that certain sales incentive programs meet the requirements to be capitalized and we include those costs in current and non-current deferred commission on our consolidated balance sheets.

 

Deferred commissions are amortized over the period commensurate with revenue recognition of the associated contracts.

 

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Changes in deferred commissions were as follows for the three months ended March 31, 2018 and 2017:

 

 

 

 

 

 

 

 

 

    

March 31, 2018

    

March 31, 2017

Balance, beginning of period

 

$

18,408

 

$

18,738

Deferral of commissions earned

 

 

3,099

 

 

3,711

Recognition of commission expense

 

 

(4,073)

 

 

(4,016)

Impairment of deferred commissions

 

 

                 -

 

 

(56)

Balance, end of period

 

$

17,434

 

$

18,377

 

 

Cash Equivalents

 

We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of March 31, 2018 and December 31, 2017 cash and cash equivalents consist of cash deposited with banks, money market funds and investments that mature within three months of their purchase.

Held-To-Maturity Investments

We determine the appropriate classification of our fixed income investments at the time of purchase and reevaluate their classifications each reporting period. Investments are classified as held-to-maturity since the Company has positive intent and the ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost.

 

Comprehensive Loss

 

Comprehensive loss includes all changes in equity (net assets) during a period from non-owner sources. For the three months ended March 31, 2018 and 2017, there were no differences between net loss and comprehensive loss. Therefore, the consolidated statements of comprehensive loss have been omitted.

 

Net Loss per Share of Common Stock

 

Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and potentially dilutive securities outstanding for the period determined using the treasury-stock and if-converted methods. For purposes of the diluted net loss per share calculation, unvested restricted stock and stock options are considered to be potentially dilutive securities. Because we have reported a net loss for the three months ended March 31, 2018 and 2017, the number of shares used to calculate diluted net loss per common share is the same as the number of shares used to calculate basic net loss per common share for those periods presented because the potentially dilutive shares would have been anti-dilutive if included in the calculation.

 

Software Development Costs Incurred in Connection with Software to be Sold or Marketed

 

The costs to develop new software products and enhancements to existing software products are expensed as incurred until technological feasibility has been established. We consider technological feasibility to have occurred when all planning, designing, coding and testing have been completed according to design specifications. Once technological feasibility is established, any additional costs would be capitalized. We believe our current process for developing software is essentially completed concurrent with the establishment of technological feasibility, and accordingly, no costs have been capitalized.

 

Internal Use Software

 

We capitalize costs incurred during the application development stage related to our internally used software. Such costs are primarily incurred by third party vendors and consultants. Costs related to preliminary project activities

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and post-implementation activities are expensed as incurred. Amounts capitalized in all periods presented were not significant.

 

All software development costs incurred in connection with our cloud offering, or SaaS, are also sold or marketed to partners or end customers, therefore we start capitalizing costs when technological feasibility is achieved. No costs were capitalized in any periods presented as we believe that our current process for developing software is essentially completed concurrent with the establishment of technological feasibility.

 

Property and Equipment

 

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful life of the property and equipment, determined to be three years for computers and equipment and software, five years for furniture and fixtures, and the lesser of the remaining lease term or estimated useful life for leasehold improvements. Expenditures for repairs and software support are charged to expense as incurred. Upon disposition, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected as operating expenses in the condensed consolidated statements of operations.

 

Goodwill

 

We record the excess of the acquisition purchase price over the fair value of the tangible and identifiable intangible assets acquired as goodwill. We perform an impairment test of our goodwill in the third quarter of our fiscal year, or more frequently if indicators of potential impairment arise. We have a single reporting unit and consequently evaluate goodwill for impairment based on an evaluation of the fair value of the Company as a whole.

Long-Lived Assets with Finite Lives

Long-lived assets are reviewed for possible impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. We evaluate the recoverability of each of our long-lived assets, including property and equipment, by comparison of its carrying amount to the future discounted cash flows we expect the asset to generate. If we consider the asset to be impaired, we measure the amount of any impairment as the difference between the carrying amount and the fair value of the impaired asset.

 

Stock-Based Compensation

 

We use the estimated grant-date fair value method of accounting in accordance with Accounting Standards Codification, or ASC, Topic 718 Compensation—Stock Compensation . Fair value is determined using the Black-Scholes Model using various inputs, including our estimates of expected volatility, term and future dividends.

 

On January 1, 2017, we adopted ASU 2016-09, Improvements to Employee Share-Based Payment Accounting.  We recognize compensation costs for awards with service and performance vesting conditions and for our Employee Stock Purchase Plan, or ESPP, on an accelerated method over the requisite service period of the award. For stock options or restricted stock grants with no performance condition, we recognize compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term of four years.

 

Research and Development

 

Research and development, or R&D, costs are charged to expense as incurred.

 

Advertising

 

Advertising costs are expensed and included in sales and marketing expense when incurred. Advertising expense for the three months ended March 31, 2018 and 2017 was not significant.

 

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Income Taxes

 

We account for income taxes in accordance with ASC Topic 740, Income Taxes , under which deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

 

We use a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. A tax position is recognized when it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation processes. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority. The standard also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transition.

 

Recent Accounting Pronouncements

 

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

 

Financial Instruments – Credit Losses

In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments, which introduces a model based on expected losses to estimate credit losses for most financial assets and certain other instruments. In addition, for available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. The standard is effective for annual reporting periods beginning after December 15, 2019, with early adoption permitted for annual reporting periods beginning after December 15, 2018. Entities will apply the standard’s provisions by recording a cumulative-effect adjustment to retained earnings. We are evaluating the impact of the adoption on our consolidated balance sheet, results of operations, cash flows and disclosures .

 

Leases

In February 2016, the FASB finalized ASU 2016-02, Leases. ASU 2016-02 requires lessees to recognize the assets and liabilities on the balance sheet for the rights and obligations created by most leases (leases with the term of 12 months or longer) and continue to recognize expenses on the income statements over the lease term. It will also require disclosure designed to give financial statement users information on the amount, timing, and uncertainly of cash flows arising from leases. The guidance is effective for annual reporting periods beginning after December 15, 2018 and interim periods within those fiscal years. As a result of this new standard, we expect to record a lease commitment liability and corresponding asset for most of our leases. We will adopt ASU 2016-02 effective January 1, 2019.

 

Income Tax

 

On December 22, 2017, President Trump signed into law new tax legislation, the Tax Cuts and Jobs Act (the Tax Act), which significantly reforms the Internal Revenue Code of 1986, as amended. As of March 31, 2018, the Tax Act has no effect on our existing deferred taxes and related disclosures. Due to current year taxable losses and our federal valuation allowance position, we did not recognize any income tax expense or benefit in the three months ended March 31, 2018 associated with the impact from US tax reform.

 

The SEC staff has issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118), which allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. However, due to taxable loss carryovers available and a full valuation position there is no income tax expense or benefit expected in relation to the application of new executive compensation

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limitation provisions under Internal Revenue Section 162(m) and also its treatment of potential global intangible low-taxed income (“GILTI”). During the three months ended March 31, 2018, we did not make any adjustments to the consolidated financial statements within the measurement period in accordance with SAB 118.

 

Revenue from Contracts with Customers

In May 2014, the FASB, jointly with the International Accounting Standards Board, issued a comprehensive new standard ASC 606. The standard’s core principle is that a reporting entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

The guidance permitted two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective method). We adopted the standard using the full retrospective method to restate each prior reporting period presented.

The standard was effective for us beginning January 1, 2018. In preparation for adoption of the standard, we implemented internal controls and key system functionality to enable the preparation of financial information and reached conclusions on key accounting assessments related to the standard, including our assessment of the impact of accounting for costs incurred to obtain a contract.

The most significant impact of the standard relates to the elimination of the requirement to have vendor specific objective evidence, or VSOE, of fair value to separate and recognize revenue for products and services in a contract. The elimination of the VSOE requirement causes a significant change to the timing of revenue recognition for on-premises software term license revenue and other multiple-element arrangements with products or services that lacked VSOE of fair value. Our on-premises term license agreements include distinct software licenses and software support and services. Under ASC 606, we recognize the software license revenue at the time of delivery and recognize the software support and services revenue ratably over the term of the subscription agreements. Under Accounting Standard Codification Topic 605, Revenue Recognition, or ASC 605, we recognized all revenue from those arrangements ratably over the term of the subscription agreements. Due to the complexity of certain of our revenue contracts, the actual revenue recognition treatment required under the new standard depends on contract-specific terms and in some instances may vary from recognition at the time of delivery. The timing of revenue recognized from our cloud offerings, perpetual licenses, professional services and hardware remain substantially unchanged.

 

In addition, Accounting Standards Codification Subtopic 340-40, Other Assets and Deferred Costs - Contracts with Customers, or ASC 340, requires us to recognize an asset for the incremental costs of obtaining a contract with a customer if our sales incentive programs meet the requirements for capitalization. Previously we recorded these incremental costs of obtaining a contract as commission expense when we booked a sales transaction; whereas under ASC 340, we record an asset for the incremental cost to obtain a contract and recognize the cost over the period commensurate with revenue recognition.

 

In connection with our adoption of ASC 606 on January 1, 2018 there was an increase to the Company’s deferred income tax liabilities and an offsetting reduction in the valuation allowance recorded against deferred tax assets.  No income tax impact was recorded to retained earnings upon adoption as a result of the full valuation allowance on United States deferred tax assets.  During the three months ended March 31, 2018, there is no income tax expense or benefit recorded as a result of the adoption of the ASC 606.

 

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Adoption of the standard related to revenue recognition impacted our previously reported results as follows (in thousands except per share data):

 

 

 

 

 

 

 

 

 

 

 

 

    

Three Months Ended March 31, 2017

 

 

 

 

 

 

New Revenue

 

 

 

 

 

 

 

 

 

Standard

 

 

As

Statement of Operations:

 

As Reported

 

 

Adjustment

 

 

Adjusted

Revenue

 

$

42,288

 

$

(179)

 

$

42,109

Total operating expenses

 

 

47,826

 

 

361

 

 

48,187

Net loss

 

 

(12,833)

 

 

(540)

 

 

(13,373)

Net loss per share, basic and diluted

 

 

(0.14)

 

 

(0.01)

 

 

(0.15)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

 

 

 

 

 

New Revenue

 

 

 

 

 

 

 

 

Standard

 

As

Balance Sheets:

 

 

As Reported

 

Adjustment

 

Adjusted

Assets

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

$

48,171

 

 

2,458

 

$

50,629

Deferred commissions-current

 

 

 —

 

 

9,285

 

 

9,285

Deferred commissions-noncurrent

 

 

 —

 

 

9,123

 

 

9,123

Other assets

 

 

1,999

 

 

977

 

 

2,976

Liabilities and stockholders' equity

 

 

 

 

 

 

 

 

 

Accrued expenses

 

 

24,995

 

 

75

 

 

25,070

Unearned revenue-current

 

 

84,467

 

 

(29,362)

 

 

55,105

Unearned revenue-noncurrent

 

 

28,034

 

 

(6,117)

 

 

21,917

Customer arrangements with termination rights

 

 

 —

 

 

19,546

 

 

19,546

Total stockholders' equity

 

 

21,851

 

 

37,701

 

 

59,552

 

 

 

2. Significant Balance Sheet Components

 

Accounts Receivable, Net —Accounts receivable, net at March 31, 2018 and December 31, 2017 consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

    

March 31, 2018

    

December 31, 2017

Accounts receivable - billed

 

$

34,208

 

$

48,646

Accounts receivable - unbilled

 

 

1,872

 

 

2,458

Allowance for doubtful accounts

 

 

(475)

 

 

(475)

Accounts receivable, net

 

$

35,605

 

$

50,629

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Property and Equipment —Property and equipment at March 31, 2018 and December 31, 2017 consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

    

March 31, 2018

    

December 31, 2017

 

Computers and appliances

 

$

12,732

 

$

13,178

 

Purchased software

 

 

4,224

 

 

4,063

 

Furniture and fixtures

 

 

1,737

 

 

1,734

 

Leasehold improvements

 

 

3,229

 

 

3,226

 

Total property and equipment

 

 

21,922

 

 

22,201

 

Accumulated depreciation and amortization

 

 

(13,717)

 

 

(13,389)

 

Total property and equipment—net

 

$

8,205

 

$

8,812

 

 

 

Accrued Expenses —Accrued expenses at March 31, 2018 and December 31, 2017 consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

    

March 31, 2018

    

December 31, 2017

 

Accrued commissions

 

$

2,775

 

$

3,989

 

Accrued stock-settled bonus

 

 

2,469

 

 

7,705

 

Employee Stock Purchase Plan liability

 

 

778

 

 

2,047

 

Other accrued payroll-related expenses

 

 

3,383

 

 

4,285

 

Other accrued liabilities

 

 

6,714

 

 

7,044

 

Total accrued expenses

 

$

16,119

 

$

25,070

 

 

 

 

 

3. Fair Value Measurement

 

With the exception of our held-to-maturity fixed income investments, we report financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis in accordance with ASC 820, Fair Value Measurements. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

 

ASC 820 also establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three levels. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is available and significant to the fair value measurement. ASC 820 establishes and prioritizes three levels of inputs that may be used to measure fair value:

 

 

 

 

 

 

 

Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

 

 

 

 

 

 

 

 

Level 2—Inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments.

 

 

 

 

 

 

 

 

Level 3—Inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation.

 

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Our financial assets that are carried at fair value include cash and money market funds. We had no financial liabilities, or nonfinancial assets and liabilities that were required to be measured at fair value on a recurring basis, or that were measured at fair value as of March 31, 2018 or December 31, 2017.

 

Our financial instruments measured at fair value as of March 31, 2018 and December 31, 2017 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31, 2018

 

(in thousands)

    

Level 1

    

Level 2

    

Level 3

    

Total

 

Money market funds

 

$

14,443

 

$

 —

 

$

 —

 

$

14,443

 

Corporate debt securities

 

 

 —

 

 

6,145

 

 

 —

 

 

6,145

 

Commercial paper

 

 

 —

 

 

49,609

 

 

 —

 

 

49,609

 

Certificate of deposit

 

 

 —

 

 

1,500

 

 

 —

 

 

1,500

 

Total

 

$

14,443

 

$

57,254

 

$

 —

 

$

71,697

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

As of December 31, 2017

 

(in thousands)

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Money market funds

 

$

10,583

 

$

 —

 

$

 —

 

$

10,583

 

Corporate debt securities

 

 

 —

 

 

7,076

 

 

 —

 

 

7,076

 

Commercial paper

 

 

 —

 

 

51,796

 

 

 —

 

 

51,796

 

Total

 

$

10,583

 

$

58,872

 

$

 —

 

$

69,455

 

 

 

4. Investments

 

Our portfolio of fixed income securities consists of commercial paper, corporate debt securities and obligations of foreign government related entities. All our investments in fixed income securities are classified as held-to-maturity. These investments are carried at amortized cost.

 

Our investments in fixed income securities as of March 31, 2018 and December 31, 2017 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31, 2018

 

    

Amortized

    

    

 

    

    

 

    

Fair

(in thousands)

 

Cost

 

Gains

 

Losses

 

Value

Corporate debt securities

 

$

6,146

 

$

 —

 

$

(1)

 

$

6,145

Commercial paper

 

 

49,618

 

 

 —

 

 

(9)

 

 

49,609

Certificate of deposit

 

 

1,500

 

 

 —

 

 

 —

 

 

1,500

Total

 

$

57,264

 

$

 —

 

$

(10)

 

$

57,254

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2017

 

    

Amortized

    

    

 

    

    

 

    

Fair

(in thousands)

 

Cost

 

Gains

 

Losses

 

Value

Corporate debt securities

 

$

7,078

 

$

 —

 

$

(2)

 

$

7,076

Commercial paper

 

 

51,805

 

 

 —

 

 

(9)

 

 

51,796

Total

 

$

58,883

 

$

 —

 

$

(11)

 

$

58,872

 

The following table summarizes the balance sheet classification of our investments:

 

 

 

 

 

 

 

 

 

    

As of March 31, 

 

As of December 31,

(in thousands)

 

2018

 

2017

Cash equivalents

 

$

54,269

 

$

52,086

Short-term investments

 

 

2,995

 

 

6,797

Total investments

 

$

57,264

 

$

58,883

 

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The gross amortized cost and estimated fair value of our held-to-maturity investments by contractual maturity are shown below. Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31, 2018

 

As of December 31, 2017

 

 

Gross

    

 

 

Gross

    

 

 

 

Amortized

 

Fair

 

Amortized

 

Fair

(in thousands)

 

Cost

 

Value

 

Cost

 

Value

Due in one year or less

 

$

57,264

 

$

57,254

 

$

58,883

 

$

58,872

Due after one year through five years

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Total

 

$

57,264

 

$

57,254

 

$

58,883

 

$

58,872

 

We monitor our investment portfolio for impairment on a periodic basis. In order to determine whether a decline in fair value is other-than-temporary, we evaluate, among other factors: the duration and extent to which the fair value has been less than the carrying value; our financial condition and business outlook, including key operational and cash flow metrics, current market conditions and future trends in our industry; our relative competitive position within the industry; and our intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value. A decline in the fair value of the security below amortized cost that is deemed other-than-temporary is charged to earnings, resulting in the establishment of a new cost basis for the affected securities. In the three months ended March 31, 2018, we had an insignificant amount of unrealized gains or losses, and we did not recognize any other-than-temporary impairments .  

 

 

5. Restructuring Charges

 

We initiated a reduction in our workforce and exited an office facility in 2017 to further align our cost structure with expected revenue growth and recorded all amounts associated with the restructuring plan as an expense in 2017.

 

The following table summarizes the activity in accrued restructuring expense, included in accrued expenses, in the three months ended March 31, 2018 (in thousands):

 

 

 

 

 

 

Severance

 

    

and Related Costs

Balance, December 31, 2017

 

$

497

Provision for restructuring charges

 

 

 —

Cash payments

 

 

(207)

Balance, March 31, 2018

 

$

290

 

The remaining restructuring balance of $290,000 at March 31, 2018 is for severance and office facility rent that we expect to pay by December 31, 2018.

 

 

 

6. Line of Credit

 

We have a $20.0 million revolving line of credit with a financial institution that can be used to (a) borrow for working capital and general business requirements, (b) issue letters of credit, and (c) enter into foreign exchange contracts. Amounts borrowed accrue interest at a floating per annum rate equal to the prime rate. A default interest rate shall apply during an event of default at a rate per annum equal to 5% above the otherwise applicable interest rate. The line of credit is collateralized by substantially all of our assets, except intellectual property, and requires us to comply with working capital, net worth and other covenants, including limitations on indebtedness and restrictions on dividend distributions, among others, and the borrowing capacity is limited to eligible accounts receivable. We are required to maintain an adjusted quick ratio (defined as the ratio of current assets to current liabilities minus deferred revenue) of at least 1.25.

 

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In May 2015, we issued a letter of credit for $1.5 million as a security deposit for a new lease for office space in a building in Mountain View, California, and in November 2017 we issued a bank guarantee to a customer of approximately $3.0 million that can be drawn if we become insolvent or bankrupt. The issuances of the letter of credit and bank guarantee reduced the borrowing capacity under our line of credit to approximately $15.5 million.

 

In June 2017, we amended our revolving line of credit and extended its maturity date to June 2018.

 

There were no other outstanding amounts under the line of credit at March 31, 2018 or December 31, 2017 and we were in compliance with all financial covenants.

 

7. Preferred Stock

 

We were authorized to issue up to 10,000,000 shares of convertible preferred stock as of March 31, 2018 and December 31, 2017. No shares of convertible preferred stock were issued and outstanding as of March 31, 2018 or December 31, 2017.

 

 

8. Common Stock

 

We were authorized to issue 300,000,000 shares of common stock with a par value of $0.0001 per share as of  March 31, 2018 and December 31, 2017. Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends out of funds legally available therefore, when and if declared by the board of directors, subject to the approval and priority rights of holders of all classes of preferred stock outstanding.

 

As of March 31, 2018 and December 31, 2017, we reserved shares of common stock for issuance as follows:

 

 

 

 

 

 

 

    

 

    

 

 

    

March 31, 

    

December 31,

 

 

2018

 

2017

Options outstanding

 

6,863,647

 

7,738,496

Unvested restricted stock units outstanding

 

12,016,947

 

12,906,030

Shares available for grant under the 2014 Equity Incentive Plan and 2015 Inducement Plan

 

5,909,103

 

1,859,997

Shares available for purchase under the Employee Stock Purchase Plan

 

1,133,358

 

990,501

Total

    

25,923,055

    

23,495,024

 

 

9. Share Based Awards

 

2008 Stock Plan

 

Our 2008 Stock Plan, or 2008 Plan, which expired on June 12, 2014, provided for the grant of incentive and nonstatutory stock options to employees, nonemployee directors and consultants of the Company. Options granted under the 2008 Plan generally become exercisable within three to four years following the date of grant and expire 10 years from the date of grant. When options are subject to our repurchase right, we may buy back any unvested shares at their original exercise price in the event of an employee’s termination prior to full vesting.

 

Our 2008 Plan was terminated following the date our 2014 Equity Incentive Plan, or our 2014 Plan, became effective. Any outstanding stock awards under our 2008 Plan will continue to be governed by the terms of our 2008 Plan and applicable award agreements.

 

2014 Equity Incentive Plan

 

Our 2014 Plan provides for the grant of incentive stock options, or ISOs, within the meaning of Section 422 of the Internal Revenue Code, or the Code, to our employees and our parent and subsidiary corporations’ employees, and

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for the grant of nonstatutory stock options, or NSOs, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, and other forms of equity compensation to our employees, directors and consultants. Additionally, our 2014 Plan provides for the grant of performance cash awards to our employees, directors and consultants.

 

The initial number of shares of our common stock available to be issued under our 2014 Plan was 8,142,857, which number of shares will be increased by any shares subject to stock options or other stock awards granted under the 2008 Stock Plan that would have otherwise returned to our 2008 Stock Plan (such as upon the expiration or termination of a stock award prior to vesting), not to exceed 16,312,202.

 

The number of shares of our common stock reserved for issuance under our 2014 Plan automatically increase on January 1 of each year, beginning on January 1, 2015 and continuing through and including January 1, 2024, by 5% of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by our board of directors. On January 1, 2018, we increased the number of shares of common stock reserved for issuance under our 2014 Plan by 4,860,197 shares, which was 5% of the total number of shares of our common stock outstanding at December 31, 2017.

Amended and Restated 2015 Inducement Plan   

On December 20, 2015, our board of directors adopted our 2015 Inducement Plan, or the Inducement Plan, to reserve 1,600,000 shares of our common stock to be used exclusively for grants of awards to individuals that were not previously employees or directors of the Company. The terms and conditions of the Inducement Plan are substantially similar to our stockholder-approved 2014 Plan. On January 5, 2016, our board of directors approved the amendment and restatement of the Inducement Plan to increase the share reserve under the Inducement Plan to 1,970,000 shares of our common stock. As of March 31, 2018, there were 1,077,500 options and restricted stock units outstanding under the Inducement Plan.

2014 Employee Stock Purchase Plan

 

The purpose of our 2014 Employee Stock Purchase Plan, or ESPP, is to secure the services of new employees, to retain the services of existing employees and to provide incentives for such individuals to exert maximum efforts toward our success and that of our affiliates. Our ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Code. Our ESPP permits eligible employees to purchase our common stock through payroll deductions, which may not exceed 15% of the employee’s base compensation. Stock may be purchased under the plan at a price equal to 85% of the fair market value of our common stock on either the first day of the offering or the last day of the applicable purchase period, whichever is lower.

 

As of March 31, 2018 and December 31, 2017,  approximately 1,133,358 and 990,501 shares of common stock were available for future issuance under our ESPP, respectively. The number of shares of our common stock reserved for issuance under our ESPP increase automatically each year, beginning on January 1, 2015 and continuing through and including January 1, 2024, by the lesser of (i) 1% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year; (ii) 2,142,857 shares of common stock; or (iii) such lesser number as determined by our board of directors. Shares subject to purchase rights granted under our ESPP that terminate without having been exercised in full will not reduce the number of shares available for issuance under our ESPP. On January 1, 2018, we increased the number of shares available for issuance under the ESPP by 972,039 shares, which was 1% of the total number of shares of our common stock outstanding as of December 31, 2017.

 

Restricted Stock Units

 

In 2014 we began granting restricted stock units under our 2014 Plan. For stock-based compensation expense, we measure the value of the restricted stock units based on the fair value of our common stock on the date of grant. Our restricted stock unit grants are subject to service conditions and we expense the fair value of those shares on a straight-line basis over their vesting periods.

 

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Our restricted stock unit activity for the three months ended March 31, 2018 was as follows:

 

 

 

 

 

 

 

 

 

 

Restricted Stock Units

 

 

 

 

 

Weighted-

 

 

 

 

 

Average

 

 

 

Number of

 

Grant Date

 

 

    

Shares

    

Fair Value

 

Unvested, December 31, 2017

 

12,906,030

 

$

4.72

 

Granted

 

3,653,521

 

 

4.64

 

Vested

 

(2,949,189)

 

 

4.89

 

Forfeitures

 

(1,593,415)

 

 

4.41

 

Unvested, March 31, 2018

 

12,016,947

 

$

4.69

 

 

Bonus Plans

In May 2016, our compensation committee approved the 2016 Executive Bonus Plan and 2016 Non-Executive Bonus Plan, or 2016 Bonus Plans, each effective as of January 1, 2016, which provided for the issuance of shares of unrestricted common stock to employees based on meeting certain Company metrics. We issued 1,010,550 shares of unrestricted common stock in the first quarter of 2017, after withholding 677,547 shares to cover employee payroll taxes which we paid in cash.

 

In April 2017, the Compensation Committee of our board of directors approved the 2017 Executive Bonus Plan and 2017 Non-Executive Bonus Plan, or collectively, the 2017 Bonus Plans. The 2017 Bonus Plans provided for the issuance of shares of unrestricted common stock to employees based on the achievement of certain 2017 Company metrics. We issued 1,220,822 shares of unrestricted common stock in the first quarter of 2018, after withholding 752,564 shares to cover employee payroll taxes which we paid in cash.  

 

In March 2018, the Compensation Committee of our board of directors approved the 2018 Non-executive Bonus Plan which provides for the issuance of shares of unrestricted common stock to employees based on the achievement of certain 2018 Company metrics.

 

In April 2018, the Compensation Committee of our board of directors approved the 2018 Executive Bonus Plan. The 2018 Executive Bonus Plans provides for the issuance of shares of unrestricted common stock to our executive officers based on the achievement of certain 2018 Company metrics.

 

 

Shares issued under the aforementioned Bonus Plans are issued from our 2014 Plan and reduce the 2014 Plan shares available for issuance.

 

We record stock-based compensation expense related to the Bonus Plans over the service period of eligible employees based on forecasted performance relative to the Company metrics. To the extent that updated estimates of bonus expense differ from original estimates, the cumulative effect on current and prior periods of those changes is recorded in the period those estimates are revised.

 

In the three months ended March 31, 2017, we recorded $1.7 million of stock-based compensation expense under the 2016 Bonus Plans. In the three months ended March 31, 2018, we recorded $1.9 million of stock-based compensation expense under the 2017 Bonus Plans and $2.5 million of stock-based compensation expense under the 2018 Non-Executive Bonus Plan.

 

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Stock Options

Stock option activity under the 2008 Plan, 2014 Plan and 2015 Inducement Plan for the three months ended March 31, 2018 was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Options Outstanding

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Number of

 

 

 

 

 

 

Average

 

Aggregate

 

 

 

Shares

 

 

 

Weighted-

 

Remaining

 

Intrinsic

 

 

 

Available

 

Number of

 

Average

Contractual

 

Value

 

 

 

for Issuance

 

Shares

    

Exercise Price

    

Term (Years)

    

(In thousands)

   

Balance—December 31, 2017

 

1,859,997

 

7,738,496

 

$

4.34

 

3.96

 

$

4,897

 

Authorized

 

4,860,197

 

 —

 

 

 

 

 

 

 

 

 

Stock options granted

 

(150,000)

 

150,000

 

 

4.75

 

 

 

 

 

 

Issuance of shares under 2017 Bonus Plans

 

(1,974,771)

 

 —

 

 

 

 

 

 

 

 

 

Shares withheld from net settlement of restricted stock units

 

752,564

 

 

 

 

 

 

 

 

 

 

 

Restricted stock units granted

 

(1,678,750)

 

 —

 

 

 

 

 

 

 

 

 

Exercised

 

 —

 

(378,398)

 

 

1.73

 

 

 

 

 

 

Stock options canceled

 

646,451

 

(646,451)

 

 

3.90

 

 

 

 

 

 

Restricted stock units canceled

 

1,593,415

 

 —

 

 

 

 

 

 

 

 

 

Balance—March 31, 2018

 

5,909,103

 

6,863,647

 

$

4.53

 

4.01

 

$

7,922

 

Vested and exercisable—March 31, 2018

 

 

 

6,190,488

 

$

4.51

 

3.61

 

$

7,405

 

Vested and expected to vest(1)—March 31, 2018

 

 

 

6,756,612

 

$

4.53

 

3.94

 

$

7,834

 

 

(1)

Options expected to vest reflect an estimated forfeiture rate.

 

Our stock-based compensation expense was recorded in the following cost and expense categories (in thousands):

 

 

 

 

 

 

 

 

 

 

    

Three Months Ended

    

 

 

March 31, 

 

 

    

2018

    

2017

    

Cost of revenue

 

$

1,382

 

$

701

 

Research and development

 

 

4,767

 

 

2,766

 

Sales and marketing

 

 

2,529

 

 

1,772

 

General and administrative

 

 

2,015

 

 

1,308

 

Total

 

$

10,693

 

$

6,547

 

 

We used the Black-Scholes Model to estimate the fair value of our stock options granted to employees with the following assumptions:

 

 

 

 

 

 

 

 

    

Three Months Ended

 

 

 

March 31, 

 

 

 

2018

    

2017

 

Expected dividend yield

 

 

 

Risk-free interest rate

 

2.7%

 

2.1%

 

Expected volatility

 

50%

  

41%

 

Expected life (in years)

 

6.1

 

6.1

 

 

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We used the Black-Scholes Model to estimate the fair value of our Employee Stock Purchase Plan awards with the following assumptions:

 

 

 

 

 

 

    

Three Months Ended

 

 

March 31, 

 

 

2018

    

2017

Expected dividend yield

 

 —

 

 —

Risk-free interest rate

 

2.0%

 

0.9%

Expected volatility

 

52%

 

34%

Expected life (in years)

 

1.3

 

1.3

 

As required by Topic 718 Compensation—Stock Compensation , we estimate expected forfeitures and recognize compensation costs only for those equity awards expected to vest.

 

As of March 31, 2018, unrecognized stock-based compensation expense and its remaining weighted-average recognition period was as follows:

 

 

 

 

 

 

 

 

 

Unrecognized

 

Remaining

 

 

Stock-based

 

Weighted-Average

 

 

Compensation

 

Recognition

 

 

Expense

 

Period

 

   

(in millions)

   

(in years)

Stock options

 

$

1.0

 

2.6

Restricted stock units

 

 

41.8

 

2.7

ESPP

 

 

0.8

 

0.6

Total

 

$

43.6

 

 

 

 

 

10. Employee Benefit Plan

 

We maintain a defined contribution 401(k) plan. The plan covers all full-time U.S. employees over the age of 21. Each employee can contribute up to $18,500 annually (with a $6,000 catch up contribution limit for employees aged 50 or older). We have the option to provide matching contributions, but have not done so to date.

 

11. Commitments and Contingencies

 

Operating Leases

 

We lease our office facilities under noncancelable agreements expiring between 2018 and 2023.

 

Rent expense for both three months ended March 31, 2018 and 2017 was $1.7 million. The aggregate future minimum lease payments under our agreements as of March 31, 2018 are as follows (in thousands):

 

 

 

 

 

 

Year

    

 

    

 

2018 (remaining)

 

$

7,261

 

2019

 

 

6,903

 

2020

 

 

5,044

 

2021

 

 

3,833

 

2022

 

 

2,920

 

Thereafter

 

 

465

 

Total

 

$

26,426

 

 

Litigation

 

On August 5, 2015, August 21, 2015 and August 24, 2015, purported stockholder class action lawsuits were filed in the Superior Court of California, Santa Clara County against the Company, certain of its officers, directors,

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underwriters and investors, captioned Schneider v. MobileIron, Inc., et al., Kerley v. MobileIron, Inc., et al. and Steinberg v. MobileIron, Inc., et al, which were subsequently consolidated under the case caption In re MobileIron Shareholder Litigation. The actions are purportedly brought on behalf of a putative class of all persons who purchased the Company’s securities issued pursuant or traceable to the Company’s registration statement and the June 12, 2014 initial public offering. The lawsuits assert claims for violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933. The complaint sought, among other things, compensatory damages and attorney’s fees and costs on behalf of the putative class. On April 12, 2016, Plaintiffs filed a corrected consolidated complaint, which no longer named the underwriters or investors as defendants. On August 8, 2016 the Company filed a demurrer to the corrected consolidated complaint. The court overruled the demurrer on October 4, 2016.

 

On March 8, 2017, the Company reached an agreement in principle to settle the above-described actions and the court granted preliminary approval of that settlement on June 9, 2017. The court approved the settlement on August 21, 2017 and entered final judgment in the case on October 11, 2017 releasing all parties .  The settlement called for a payment of $7.5 million to the plaintiffs in resolution of all claims against the Company, its officers, directors and the other defendants. The Company contributed $1.1 million to the settlement in the three months ended September 30, 2017. This amount represented the remainder of the Company’s retention amount under its Director & Officer liability insurance policy. The balance was paid by the Company’s Director & Officer liability insurance. 

 

While the Company and the other defendants continue to deny each of the plaintiffs’ claims and deny any liability, the Company agreed to the settlement solely to resolve the disputes, to avoid the costs and risks of further litigation and to avoid further distractions to management.

 

We continually evaluate uncertainties associated with litigation and record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that a liability has been incurred at the date of the financial statements and (ii) the loss or range of loss can be reasonably estimated. If we determine that a loss is possible and a range of the loss can be reasonably estimated, we disclose the range of the possible loss in the Notes to the Consolidated Financial Statements. We evaluate, on a quarterly basis, developments in our legal matters that could affect the amount of liability that has been previously accrued, if any, and the matters and related ranges of possible losses disclosed, and make adjustments and changes to our disclosures as appropriate. Significant judgment is required to determine both likelihood of there being and the estimated amount of a loss related to such matters. Until the final resolution of such matters, there may be an exposure to loss, and such amounts could be material. An estimate of a reasonably possible loss (or a range of loss) cannot be made in our lawsuits at this time.

 

Indemnification

Under the indemnification provisions of our standard sales related contracts, we agree to defend and/or settle claims brought by third parties against our customers and channel partners alleging that our software or the customer’s use thereof infringes the third party’s intellectual property right, such as a patent right. These indemnification obligations are typically not subject to limitation; however if we believe such a claim is reasonably likely to occur and if it is commercially impractical for us to either procure the right for the customer to continue to use our software or modify our software so that it’s not infringing, we can terminate the customer agreement and refund the customer a portion of the license fees paid (prorated over the three year period from initial delivery for software licensed on a perpetual basis). We also on occasion indemnify our customers for other types of third party claims. In addition, we indemnify our officers, directors, and certain key employees while they are serving in such capacities in good faith. Through March 31, 2018, we have not received any material written claim for indemnification.

 

 

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12. Unearned Revenue

 

Changes in unearned revenue were as follows for the three months ended March 31, 2018 and 2017:

 

 

 

 

 

 

 

 

 

 

 

Three months ended

(in thousands)

 

March 31, 2018

 

March 31, 2017

Balance, beginning of period

 

$

77,022

 

$

60,588

Billings, excluding billing for the customer arrangements with termination rights

 

 

44,213

 

 

41,214

Additions to unearned revenue upon expiration of termination rights

 

 

4,152

 

 

4,148

Recognition of revenue, net of change in unbilled accounts receivable*

 

 

(44,462)

 

 

(41,907)

Balance, end of period

 

$

80,925

 

$

64,043

 

 

 

 

 

 

 

* Reconciliation to Revenue Reported per Condensed Consolidated Statement of Operations:

 

 

 

 

 

 

 

 

 

Three months ended

(in thousands)

 

March 31, 2018

 

March 31, 2017

Revenue billed as of the end of period

 

$

44,462

 

$

41,907

Increase (decrease) in total unbilled accounts receivable

 

 

(773)

 

 

202

Revenue Reported per Condensed Consolidated Statement of Operations

 

$

43,689

 

$

42,109

 

 

Revenue allocated to remaining performance obligations includes unearned revenue plus contractually committed amounts that will be invoiced and recognized as revenue in future periods, but excludes amounts invoiced and not recognized as revenue under customer arrangements that contain termination rights. Remaining performance obligations were $92.4 million as of March 31, 2018, of which we expect to recognize approximately 70% as a revenue over the next 12 months and the remainder thereafter.

 

As of March 31, 2018 and December 31, 2017, the balance of customer arrangements that contain termination rights was $17.2 million and $19.5 million, respectively.

 

 

13. Segment and Disaggregated Revenue Information

 

We conduct business globally. Our chief operating decision maker (Chief Executive Officer) reviews financial information presented on a consolidated basis accompanied by information about revenue by geographic region for purposes of allocating resources and evaluating financial performance. We have one business activity, and there are no segment managers who are held accountable for operations, operating results and plans for levels, components or types of products or services below the consolidated unit level. Accordingly, we are considered to be in a single reportable segment and operating unit structure.

 

Approximately $2.4 million and $2.7 million, or 30%, as of March 31, 2018 and December 31, 2017, respectively, of our net Property and Equipment was attributable to our operations located in India. Substantially all other long-lived assets were attributable to operations in the United States.

 

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Revenue by geographic region based on the billing address was as follows:

 

 

 

 

 

 

 

 

 

    

Three Months Ended

 

 

March 31, 

(in thousands)

    

2018

    

2017

Revenue

 

 

 

 

 

 

United States

 

$

18,767

 

$

19,434

International

 

 

24,922

 

 

22,675

Total

 

$

43,689

 

$

42,109

 

We recognized revenue of $7.0 million, or 16% of total revenue, and $5.4 million, or 13% of total revenue, from customers with a billing address in Germany for the three months ended March 31, 2018 and 2017, respectively. No other country, except for the United States and Germany, exceeded 10% of total revenue in the three months ended March 31, 2018 or 2017.

 

Revenue from recurring and nonrecurring contractual arrangements:

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31, 

(in thousands)

 

2018

    

2017

Perpetual license - point-in-time

 

$

8,904

 

$

11,138

Professional services - point-in-time

 

 

965

 

 

685

Non-recurring revenue

 

 

9,869

 

 

11,823

On-premise subscriptions - point-in-time

 

 

3,537

 

 

3,282

On-premise subscriptions - ratable

 

 

3,886

 

 

3,735

Cloud subscriptions - ratable

 

 

11,150

 

 

9,023

Software support on perpetual licenses- ratable

 

 

15,247

 

 

14,246

Recurring revenue

 

 

33,820

 

 

30,286

Total revenue

 

$

43,689

 

$

42,109

 

 

 

 

 

14. Net Loss per Share

 

The following table sets forth the computation of basic and diluted net loss per share for the three months ended March 31, 2018 and 2017 (in thousands, except per share data):

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31, 

 

    

2018

    

2017

Numerator:

 

 

 

 

 

 

Net loss

 

$

(16,370)

 

$

(13,373)

Denominator:

 

 

 

 

 

 

Weighted–average shares outstanding

 

 

98,645

 

 

90,441

Less: weighted average shares subject to repurchase

 

 

 —

 

 

(2)

Weighted–average shares used to compute basic and diluted net loss per share

 

 

98,645

 

 

90,439

Basic and diluted net loss per share

 

$

(0.17)

 

$

(0.15)

 

Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period. Because we have reported a net loss for the three months ended March 31, 2018 and 2017, the number of shares used to calculate diluted net loss per common share is the same as the number of shares used to calculate basic net loss per common share for those periods presented because the potentially dilutive shares would have been anti-dilutive if included in the calculation.

 

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The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported (in common stock equivalent shares):

 

 

 

 

 

 

 

 

 

March 31, 

 

March 31, 

 

 

    

2018

    

2017

    

Stock options outstanding, net of unvested exercised stock options

 

6,863,647

 

8,776,600

 

Unvested restricted stock units

 

12,016,947

 

11,558,974

 

ESPP shares

 

269,998

 

311,920

 

Stock-settled bonus shares

 

299,299

 

 —

 

    Total potentially dilutive securities

 

19,449,891

 

20,647,494

 

 

For March 31, 2017, we have corrected the previously reported amount to include 311,920 additional shares related to our ESPP that was excluded from the computation of the weighted-average diluted shares because such securities have an antidilutive impact due to losses reported. We do not consider this correction to be material, and there was no impact to our consolidated interim financial statements.

 

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

You should read the following discussion of our financial condition and results of operations in conjunction with the consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K filed with the SEC on March 12, 2018. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in “Special Note Regarding Forward-Looking Statements” and “Risk Factors.” The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof.

 

Overview

 

Mobile and cloud computing are the catalysts for modern work. Mobile lets employees make better decisions and take faster actions because the information and tools they need to do their jobs are always available. Cloud lets developers build innovative services quickly and lets employees start using them easily.

 

Modern work requires a new security model, however, because both mobile and cloud operate outside the traditional network perimeter. Data no longer resides behind the firewall on locked-down PCs and servers, and so it cannot be secured by firewall-based solutions. Instead, data is spread across an information fabric that spans a wide variety of modern endpoints and cloud services. Modern endpoints are computing devices that run Android, iOS, macOS or Windows 10. While they can be desktops, they are increasingly portable, like smartphones, tablets, laptops, and wearables. Cloud services are SaaS applications such as Box, Concur, Google G Suite, Microsoft Office 365, Salesforce, ServiceNow, Tableau, and Workday, as well as custom applications built on infrastructure such as Amazon Web Services, Google Cloud Platform, and Microsoft Azure.

 

CIOs face the challenge of giving employees the ability to use the cloud services and endpoints they want without compromising either user experience or data security. To pass a security audit, IT will need to maintain control of company data. This means deleting data if an endpoint is lost, stopping data from being shared with consumer apps, and stopping data from ending up on endpoints that are not secure. But it is not enough to do this for just one cloud service or one type of endpoint. IT will need to do this across the wide range of technologies their users choose.

 

We believe that every modern endpoint, whether a smartphone, tablet, laptop, desktop, wearable or IoT device with access to enterprise data, will require a solution like MobileIron’s to secure that data. MobileIron provides a government-grade security platform to protect business data all the way from the cloud to the endpoint. The MobileIron platform combines cloud security, unified endpoint management (UEM), secure connectivity, and threat intelligence into an integrated solution designed to deliver enterprise services to users with a seamless experience that does not compromise data security. 

 

Our platform establishes an adaptive data perimeter outside the firewall to ensure that only trusted users using trusted apps on trusted endpoints can access business information. A trusted user is one who is authorized to access certain business data. Trusted apps and endpoints are those that can then maintain the security of that data. Our cross-stack architecture (multi-cloud, multi-app, multi-OS, multi-identity) allows customers to tap into the innovation of best-of-breed cloud services and modern endpoints while still leveraging their existing infrastructure investments in identity management and network security. Our platform and products protect the customer from being locked into a single-vendor computing stack.

 

Customers use MobileIron to:

 

1.

Establish a trusted workspace on the endpoint that includes the applications, connectivity, and seamless authentication users need to be productive.

2.

Separate business data from personal data both on the endpoint and across the network to prevent the loss of business data and to preserve the privacy of personal data.

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3.

Block untrusted endpoints and apps from accessing business cloud services so that they cannot move business data outside the company’s control.

4.

Detect and remediate zero-day security threats to protect against new vulnerabilities and attacks.

 

Our customers can deploy MobileIron as either a cloud service or on-premises software. They can choose subscription or perpetual licensing. We primarily target midsize and large enterprises around the world across a broad range of industries including financial services, government, healthcare, legal, manufacturing, professional services, retail, technology, and telecommunications.

Our total revenue in the three months ended March 31, 2018 was $43.7 million compared to $42.1 million in the three months ended March 31, 2017.

Revenue from licenses, cloud services and software support and services represented 28%, 26% and 46% of total revenue, respectively, in the three months ended March 31, 2018. Revenue from licenses, cloud services and software support and services represented 34%, 21% and 45% of total revenue, respectively, in the three months ended March 31, 2017. This represents a continuing mix shift in our business. Revenue from recurring sources, which includes revenue from the license component of on-premise term subscriptions, cloud services, and software support on perpetual and on-premise term licenses was 77% of total revenue in the three months ended March 31, 2018 compared to 72% in the three months ended March 31, 2017.

Our license revenue in the three months ended March 31, 2018 was $12.4 million, representing a decrease of $2.0 million, or 14%, compared to the three months ended March 31, 2017. The decline in license revenue was primarily due to a decrease in demand for our perpetual licenses and to a mix shift in favor of subscriptions rather than perpetual licenses.  

 

Our cloud services revenue in the three months ended March 31, 2018 was $11.2 million, representing an increase of $2.1 million, or 24%, compared to the three months ended March 31, 2017, reflecting our customers’ preference to purchase cloud services. When we sell our cloud solutions on a subscription basis, we typically offer 12 months or longer terms and bill in advance.

 

Our software support and services revenue in the three months ended March 31, 2018 was $20.1 million, representing an increase of $1.4 million, or 8%, compared to the three months ended March 31, 2017. Software support and services revenue includes support of perpetual license customers, the support component of on-premise subscriptions, and professional services. The growth rate of software support and services revenue is primarily dependent on growth in our installed base of customers that purchase perpetual licenses, renewals of on-premise subscriptions and software support on perpetual licenses, and purchases of professional services as part of our solutions.

 

Our billings were $46.0 million and $45.4 million in the three months ended March 31, 2018 and 2017, respectively, representing a growth rate of 1%. Our billings were $200.9 million, $182.1 million, and $165.0 million in 2017, 2016 and 2015, respectively, representing growth rates of 10% from both 2016 to 2017 and 2015 to 2016. See “Key Metrics and Non-GAAP Financial Information” and “Recent Accounting Pronouncements” for more information and a reconciliation of billings to total revenue. 

We sell a significant portion of our products through our channel partners, including resellers, service providers and system integrators .   Our sales force develops sales opportunities and works closely with our channel partners to sell our solutions. We have a high touch sales force focused on large organizations, inside sales teams focused on mid-sized enterprises and sales teams that work with service providers that focus on smaller businesses. We prioritize our internal sales and marketing efforts on large organizations because we believe that they represent the largest potential opportunity.

 

We believe that our market opportunity is large, and sales to customers outside of the United States will remain a significant opportunity for future growth. In the three months ended March 31, 2018, and the full years 2017 and 2016, 57%, 53% and 54%, respectively, of our total revenue was generated from customers located outside of the United States, primarily those located in Europe. International market trends that may affect sales of our products and services

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include heightened concerns and legal requirements relating to data security and privacy, the importance of execution on our international channel partner strategy, the importance of recruiting and retaining sufficient international personnel, the effect of exchange rates, and political and financial market instability.

 

In 2016 and 2017, we focused on driving more efficiency in our business. However, we have continued to incur net losses. We incurred net losses of $53.4 million and $65.5 million in 2017 and 2016, respectively, and incurred a net loss of $16.4 million in the three months ended March 31, 2018. As a result of this, we do not expect to be profitable for the foreseeable future under our current operating plan. Future profitability is primarily dependent on revenue growth, which may be challenging for a number of reasons including possible continued mix shift towards cloud subscription licensing, increasing and entrenched competition with respect to pricing, product features and other factors, changes in our pricing model, the amount of partner solutions we sell, our ability to continue to develop and evolve our products, any failure to capitalize on market opportunities, the ability of our sales organization to retain its key employees and leadership team, and continued stock-based compensation charges from restricted stock unit grants and stock-settled bonuses. Future profitability is also dependent on our ability to manage our expenses, which are being impacted by increasing overhead costs associated with security initiatives, new revenue guidance implementation, office expansion in India, increased depreciation expense from capital expenditures for our new headquarters office and office in India, network and data center upgrades, and software projects. We will need to increase operating efficiency, which may be challenging given our operational complexity. In addition, the new revenue accounting standard may impact our profitability and may make our financial results more difficult to predict.

 

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions in the preparation of our consolidated financial statements and accompanying notes. Actual results could differ from those estimates. We believe that there have been no significant changes in our critical accounting policies from those described in our Annual Report on Form 10-K filed with the SEC on March 12, 2018.

 

Recent Accounting Pronouncements

 

For discussion on recent accounting pronouncements, see “Summary of Significant Accounting Policies” under Note 1 “Description of Business and Significant Accounting Policies” included in Item 1, “Financial Statements” of Part I of this Quarterly Report on Form 10-Q.

 

Application of Critical Accounting Policies

 

Our consolidated financial statements and accompanying notes are prepared in accordance with U.S. GAAP. Preparing consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Critical accounting policies for us include revenue recognition, commissions, stock-based compensation expense, goodwill and income taxes.

 

Revenue Recognition

Our contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment.

Judgment is required to determine the stand-alone selling price (“SSP") for each distinct performance obligation. We use a single amount to estimate SSP for items that are not sold separately, including on-premises licenses sold with software support. We use a range of amounts to estimate SSP when we sell each of the products and services separately and need to determine whether there is a discount that needs to be allocated based on the relative SSP of the various products and services.  

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We typically have more than one SSP for individual products and services due to the stratification of those products and services by customers and circumstances. In these instances, we may use information such as the size of the customer in determining the SSP.  

Our products are sometimes sold with a right of refund which we have to consider when estimating the amount of revenue to recognize.

 

The new standard related to revenue recognition had a material impact on our consolidated financial statements. Refer to Note 1 – Accounting Policies in the Notes to Financial Statements (Part I, Item 1 of this Form 10-Q) for further discussion.

 

Commissions

Current accounting principles require us to defer commission costs and amortize them in a manner consistent with how we recognize revenue. Key judgments that impact our commission expense includes estimating our customer life and the determination of the impairment of commission assets we deem to be unrecoverable.

 

Goodwill

We record the excess of the acquisition purchase price over the fair value of the tangible and identifiable intangible assets acquired as goodwill. We perform an impairment test of our goodwill in the third quarter of our fiscal year, or more frequently if indicators of potential impairment arise. We have a single reporting unit and consequently evaluate goodwill for impairment based on an evaluation of the fair value of the Company as a whole. We evaluated our goodwill for impairment in the three months ended March 31, 2018 and 2017 and observed no impairment indicators.

 

Stock-Based Compensation

Stock-based compensation costs related to restricted stock and stock options granted to employees are measured at the date of grant based on the estimated fair value of the award, net of estimated forfeitures. We estimate the grant date fair value, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model. For stock awards we recognize compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term of four years.

 

We estimate the fair value of the rights to acquire stock under our ESPP using the Black-Scholes option pricing formula. Our ESPP typically provides for consecutive 24 month offering periods, consisting of four tranches. We recognize compensation expense on an accelerated-graded basis over the employee’s requisite service period. We account for the fair value of restricted stock units, or RSUs, using the closing market price of our common stock on the date of grant. RSUs typically vest ratably on a quarterly basis over one to four years.

Stock-based compensation expense associated with our stock-settled bonus program is recognized on a straight-line basis over the required service period and the expense is evaluated each quarter based on our Company’s performance relative to the metrics that determine the bonus pool.

 

Income Taxes

 

We account for income taxes in accordance with ASC Topic 740, Income Taxes, under which deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

We currently have a full valuation allowance against our U.S. net deferred tax assets of $99.7 million as of December 31, 2017. We continue to monitor the relative weight of positive and negative evidence of future profitability in relevant jurisdictions. The allowance will be released if evidence indicates that it becomes more likely than not that the tax asset may be utilized.

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Because we have a full valuation allowance against our U.S. net deferred tax assets, the Tax Cuts and Jobs Act of 2017, or Tax Act, has not materially impacted our balance sheet or statement of operations.

 

Key Metrics and Non-GAAP Financial Information

 

To supplement our financial results presented on a U.S. GAAP basis, we provide investors with certain non-GAAP financial measures, including billings, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income (loss), non-GAAP operating margin, non-GAAP net income (loss), non-GAAP net income (loss) per share and free cash flow. These non-GAAP financial measures exclude stock-based compensation, amortization of intangible assets and a litigation settlement charge.

Stock-based compensation expenses

 

In our non-GAAP financial measures, we have excluded the effect of stock-based compensation expenses. We exclude stock-based compensation expense because it is non-cash in nature and excluding this expense provides meaningful supplemental information regarding our operational performance. In particular, because of varying available valuation methodologies, subjective assumptions and the variety of award types that companies can use under FASB ASC Topic 718, we believe that providing non-GAAP financial measures that exclude this expense allows investors the ability to make more meaningful comparisons between MobileIron operating results and those of other companies. Stock-based compensation expenses will recur in future periods.

 

Amortization of intangible assets

 

In our non-GAAP financial measures, we have excluded the effect of the amortization of intangible assets. Amortization of intangible assets can be significantly affected by the timing and size of our acquisitions. Amortization of intangible assets is not expected to recur in future periods.

 

Litigation settlement charge

 

In our non-GAAP financial measures, we have excluded the charge for the cost of the settlement of our shareholder litigation. While it is possible that we will have material litigation-related charges in the future, we do not expect it to be a consistently recurring expense.

 

Non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating loss, non-GAAP operating margin, non-GAAP net loss, and non-GAAP net loss per share

 

We believe that the exclusion of stock-based compensation expense, the amortization of intangible assets, and the litigation settlement charge from various non-GAAP financial metrics such as gross profit, gross margin, operating income (loss), operating margin, net income (loss), and net income (loss) per share provides useful measures for management and investors. Stock-based compensation and the amortization of intangible assets have been and can continue to be inconsistent in amount from period to period. We have not historically had a material litigation-related settlement charge. While it is possible that we will have material litigation settlement charges in the future, we do not expect such charges to be a consistently recurring expense. We believe the inclusion of these items makes it difficult to compare periods and understand the growth and performance of our business. In addition, we evaluate our business performance and compensate management based in part on these non-GAAP measures. There are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP, may be different from non-GAAP financial measures used by our competitors and exclude expenses that may have a material impact on our reported financial results. Further, stock-based compensation expense has been and will continue to be for the foreseeable future a significant recurring expense in our business and an important part of the compensation provided to our employees. Amortization of intangible assets is not expected to be a recurring expense.

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Billings and free cash flow

 

Our non-GAAP financial measures also include: billings, which we define as total revenue plus the change in unearned revenue plus the change in customer arrangements in termination rights minus the change in unbilled accounts receivable in a period; and free cash flow, which we define as cash provided by (used in) operating activities less the amount of property and equipment purchased. We consider billings to be a useful metric for management and investors because subscription billings and software support and services billings drive unearned revenue and customer arrangements with termination rights, which are important indicators of future revenue. There are limitations related to the use of billings. First, billings include amounts that have not yet been recognized as revenue. Second, our calculation of billings may be different from other companies that report similar financial measures. We compensate for these limitations by evaluating billings together with revenue calculated in accordance with GAAP, including recurring revenue. Management believes that information regarding free cash flow provides investors with an important perspective on the cash available to invest in our business and fund ongoing operations. However, our calculation of free cash flow may not be comparable to similar measures used by other companies.

 

We believe these non-GAAP financial measures are helpful in understanding our past financial performance and our future results. Our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. Our management regularly uses our supplemental non-GAAP financial measures internally to understand, manage and evaluate our business, and make operating decisions. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. Compensation of our executives is based in part on the performance of our business using certain of these non-GAAP measures.

 

We monitor the following non-GAAP financial measures (unaudited):

 

 

 

 

 

 

 

 

 

 

    

Three Months Ended

    

 

 

March 31, 

 

(in thousands, except percentages and per share data)

    

2018

    

2017

    

Billings

 

$

46,006

 

$

45,374

 

Year-over-year percentage increase

 

 

1.4

%  

 

 —

 

Non-GAAP gross profit

 

$

37,194

 

$

35,694

 

Non-GAAP gross margin

 

 

85.1

%  

 

84.8

%  

Non-GAAP operating loss

 

$

(5,733)

 

$

(5,504)

 

Non-GAAP operating margin

 

 

(13.1)

%  

 

(13.1)

%  

Non-GAAP net loss

 

$

(5,577)

 

$

(5,529)

 

Non-GAAP loss per share

 

$

(0.06)

 

$

(0.06)

 

Free cash flow

 

$

8,664

 

$

331

 

 

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Reconciliation of Non-GAAP Financial Measures

 

The following table reconciles the most directly comparable GAAP financial measure to each of the non-GAAP financial measures discussed above.

 

 

 

 

 

 

 

 

 

 

    

Three Months Ended

    

 

 

March 31, 

 

 

 

2018

 

2017

 

(in thousands, except percentages and per share data)

 

 

 

 

 

 

 

Billings reconciliation:

 

 

 

 

 

 

 

Total revenue

 

$

43,689

 

$

42,109

 

Total unearned revenue, end of period

 

 

80,925

 

 

64,043

 

Less: Total unearned revenue, beginning of period

 

 

(77,022)

 

 

(60,588)

 

Total customer arrangements with termination rights, end of period

 

 

17,187

 

 

14,210

 

Less: Total customer arrangements with termination rights, beginning of period

 

 

(19,546)

 

 

(14,198)

 

Total unbilled accounts receivable, end of period

 

 

(2,662)

 

 

(3,013)

 

Less: Total unbilled accounts receivable, beginning of period

 

 

3,435

 

 

2,811

 

Total change in unearned revenue

 

 

2,317

 

 

3,265

 

Billings

 

$

46,006

 

$

45,374

 

Non-GAAP gross profit reconciliation:

 

 

 

 

 

 

 

Gross profit

 

$

35,712

 

$

34,839

 

Add: Stock-based compensation expense

 

 

1,382

 

 

701

 

Add: Amortization of intangible assets

 

 

100

 

 

154

 

Non-GAAP gross profit

 

$

37,194

 

$

35,694

 

Non-GAAP gross margin reconciliation:

 

 

 

 

 

 

 

GAAP gross margin: GAAP gross profit over GAAP total revenue

 

 

81.7

%  

 

82.7

%  

GAAP to non-GAAP gross margin adjustments

 

 

3.4

%  

 

2.1

%

Non-GAAP gross margin

 

 

85.1

%  

 

84.8

%  

Non-GAAP operating loss reconciliation:

 

 

 

 

 

 

 

GAAP operating loss

 

$

(16,526)

 

$

(13,348)

 

Add: Stock-based compensation expense

 

 

10,693

 

 

6,547

 

Add: Amortization of intangible assets

 

 

100

 

 

154

 

Add: Litigation settlement charge

 

 

 —

 

 

1,143

 

Non-GAAP operating loss

 

$

(5,733)

 

$

(5,504)

 

Non-GAAP operating margin reconciliation:

 

 

 

 

 

 

 

GAAP operating margin: GAAP operating profit over GAAP total revenue

 

 

(37.8)

%

 

(31.7)

%

GAAP to non-GAAP operating margin adjustments

 

 

24.7

%  

 

18.6

%

Non-GAAP operating margin

 

 

(13.1)

%

 

(13.1)

%

Non-GAAP net loss reconciliation:

 

 

 

 

 

 

 

GAAP net loss

 

$

(16,370)

 

$

(13,373)

 

Add: Stock-based compensation expense

 

 

10,693

 

 

6,547

 

Add: Amortization of intangible assets

 

 

100

 

 

154

 

Add: Litigation settlement charge

 

 

 —

 

 

1,143

 

Non-GAAP net loss

 

$

(5,577)

 

$

(5,529)

 

Non-GAAP net loss per share reconciliation:

 

 

 

 

 

 

 

GAAP net loss

 

$

(0.17)

 

$

(0.15)

 

Add: Stock-based compensation expense

 

 

0.11

 

 

0.08

 

Add: Amortization of intangible assets

 

 

 —

 

 

 —

 

Add: Litigation settlement charge

 

 

 —

 

 

0.01

 

Add: Restructuring charge

 

 

 —

 

 

 —

 

Non-GAAP net loss per share

 

$

(0.06)

 

$

(0.06)

 

Free cash flow:

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

9,180

 

$

724

 

Purchase of property and equipment

 

 

(516)

 

 

(393)

 

Free cash flow

 

$

8,664

 

$

331

 

 

 

Results of Operations

 

Revenue

 

License

 

License revenue consists primarily of revenue from on-premises perpetual licenses and the license portion of on-premises subscriptions. From time to time, we enter into multiple element arrangements with customers in which a customer purchases our software with an appliance. Appliance revenues are also included in license revenue and constituted less than 5% of total revenue for the three months ended March 31, 2018 and 2017.

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Cloud Services

 

Cloud services include sales of cloud-based solutions that allow customers to use hosted software over a contract period without taking possession of our software and are typically provided on a subscription or usage basis. We recognize revenue from cloud-based subscriptions ratably over the term of the subscriptions or, if usage based, as the usage is billed.

 

Software support and services

 

Software support and services revenue consists of revenue from agreements to provide software upgrades and updates, as well as technical support, to customers with perpetual software licenses, on-premises subscriptions, and professional services. Revenue from software support for both perpetual and on-premises subscriptions is recognized ratably over the support or subscription term.

 

 

Cost of Revenue

 

License

 

Our cost of license revenue consists of the cost of third-party software royalties, appliances and amortization of intangible assets.

 

Cloud Services

 

Our cloud services cost of revenue consists of cloud service data center operations expense, the portion of our global Customer Success organization (See Software support and services below) associated with our cloud services business, and third-party royalties. Cloud service data center operations expenses primarily consist of personnel costs, third-party hosting facilities, telecommunication and information technology costs.

 

Software support and services

 

Our software support and services cost of revenue consists of the portion of our global Customer Success organization expenses associated with our software support business and third-party royalties. Costs associated with our global Customer Success organization include our customer support, professional services, customer advocacy and training teams. These costs consist of personnel costs, stock-based compensation, depreciation, facilities and information technology costs.

 

Gross Margin

 

Gross margin, or gross profit as a percentage of total revenue, has been and will continue to be affected by various factors, including mix between large and small customers, mix of products sold, mix between perpetual, on-premises and cloud subscription licenses, timing of revenue recognition and the extent to which we expand our global Customer Success organization and data center operations, including costs associated with third-party hosting facilities and stock-based compensation expense associated with grants of equity awards. We expect our gross margins to fluctuate over time depending on the factors described above.

 

Operating Expenses

 

Personnel costs are the most significant component of operating expenses and consist of salaries, benefits, bonuses, stock-based compensation and, in sales and marketing expense, sales commissions. While operating expenses, exclusive of stock-based compensation expense, may fluctuate as a percentage of total revenue from period to period, we expect them to decrease over the long term as a percentage of total revenue. Stock-based compensation expense may fluctuate depending on the size and timing of restricted stock unit grants and stock-settled bonus plans, if any. For

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example, in the three months ended March 31, 2018, stock-based compensation expense in operating expenses was $9.3 million compared to $5.8 million in the three months ended March 31, 2017.

 

Research and Development Expenses

 

Research and development costs are expensed as incurred. Research and development expense consists primarily of personnel costs. Research and development expense also includes costs associated with contractors and consultants, equipment and software to support our development and quality assurance teams, facilities and information technology. While our research and development expense, exclusive of stock-based compensation expense, may fluctuate as a percentage of total revenue from period to period, we expect it to decrease as a percentage of total revenue over the long term.

 

Sales and Marketing Expenses

 

Sales and marketing expense consists primarily of personnel costs, including sales commissions. Sales and marketing expense also includes costs associated with third-party events, lead generation campaigns, promotional and other marketing activities, as well as travel, equipment and software depreciation, consulting, information technology and facilities. While our sales and marketing expense, exclusive of stock-based compensation expense, may fluctuate as a percentage of total revenue from period to period, we expect it to decrease as a percentage of total revenue over the long term.    

 

General and Administrative Expenses

 

General and administrative expense consists of personnel costs, travel, information technology, facilities and professional services fees. General and administrative personnel include our executive, finance, human resources and legal organizations. Professional services fees consist primarily of litigation, other legal, accounting and consulting costs. While our general and administrative expense, exclusive of stock-based compensation expense, may fluctuate as a percentage of total revenue from period to period, we expect it to decrease as a percentage of total revenue over the long term.

 

Litigation Settlement Charge

 

The litigation settlement charge is the expense associated with the settlement of shareholder litigation.

 

Other Income Net

 

Other income, net consists primarily of the effect of exchange rates on our foreign currency-denominated asset and liability balances and interest income earned on our cash and cash equivalents and fixed income securities. All translation adjustments are recorded as foreign currency gains (losses) in the consolidated statements of operations.

 

Income Tax Expense

 

Income tax expense consists primarily of income taxes in foreign jurisdictions in which we conduct business. Due to our history of losses, we maintain a full valuation allowance for deferred tax assets including net operating loss carry-forwards, research and development tax credits, capitalized research and development and other book versus tax differences.

 

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Consolidated Results of Operations

 

The following tables summarize our results of operations for the periods presented and as a percentage of our total revenue for those periods. The period-to-period comparison of results is not necessarily indicative of results for future periods.

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31, 

 

    

2018

 

2017

Revenue

 

 

 

 

 

 

License

 

$

12,441

 

$

14,420

Cloud services

 

 

11,150

 

 

9,023

Software support and services

 

 

20,098

 

 

18,666

Total revenue

 

 

43,689

 

 

42,109

Cost of revenue (1)

 

 

 

 

 

 

License

 

 

431

 

 

447

Cloud services

 

 

2,571

 

 

1,946

Software support and services

 

 

4,975

 

 

4,877

Total cost of revenue

 

 

7,977

 

 

7,270

Gross profit

 

 

35,712

 

 

34,839

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

Research and development (1)

 

 

21,335

 

 

17,193

Sales and marketing (1)

 

 

23,681

 

 

23,663

General and administrative (1)

 

 

7,222

 

 

6,188

Litigation settlement charge

 

 

 —

 

 

1,143

Total operating expenses

 

 

52,238

 

 

48,187

Operating loss

 

 

(16,526)

 

 

(13,348)

Other income - net

 

 

503

 

 

174

Loss before income taxes

 

 

(16,023)

 

 

(13,174)

Income tax expense

 

 

347

 

 

199

Net loss

 

$

(16,370)

 

$

(13,373)

 

(1)

Includes Stock-based compensation expense as follows:

 

 

 

 

 

 

 

 

 

 

Three Months Ended,

 

 

March 31, 

 

    

2018

 

2017

Cost of revenue

 

$

1,382

 

$

701

Research and development

 

 

4,767

 

 

2,766

Sales and marketing

 

 

2,529

 

 

1,772

General and administrative

 

 

2,015

 

 

1,308

Total

 

$

10,693

 

$

6,547

 

 

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Table of Contents  

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31, 

 

 

    

2018

    

2017

    

Revenue

 

 

 

 

 

License

 

28

%  

34

%  

Cloud services

 

26

 

21

 

Software support and services

 

46

 

45

 

Total revenue

 

100

 

100

 

Cost of revenue

 

 

 

 

 

License

 

 1

 

 1

 

Cloud services

 

 6

 

 5

 

Software support and services

 

11

 

11

 

Total cost of revenue

 

18

 

17

 

Gross profit

 

82

 

83

 

Operating expenses:

 

 

 

 

 

Research and development

 

49

 

41

 

Sales and marketing

 

54

 

56

 

General and administrative

 

17

 

15

 

Litigation settlement charge

 

 —

 

 3

 

Total operating expenses

 

120

 

115

 

Operating loss

 

(38)

 

(32)

 

Other income - net

 

 2

 

 —

 

Loss before income taxes

 

(36)

 

(32)

  

Income tax expense

 

 1

 

 —

 

Net loss

 

(37)

%

(32)

%

 

 

 

Comparison of the Three Months Ended March 31, 2018 and 2017

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

March 31, 

 

Change

 

(in thousands, except percentages)

    

2018

    

2017

    

Amount

    

%

 

License

 

$

12,441

 

$

14,420

 

$

(1,979)

 

(14)

%  

Cloud services

 

 

11,150

 

 

9,023

 

 

2,127

 

24

 

Software support and services

 

 

20,098

 

 

18,666

 

 

1,432

 

 8

 

Total revenue

 

$

43,689

 

$

42,109

 

$

1,580

 

 4

%  

 

 

 

 

 

 

 

 

 

 

 

 

 

Percentage of total revenue

 

 

 

 

 

 

 

 

 

 

 

 

License

 

 

28

%

 

34

%

 

 

 

 

 

Cloud services

 

 

26

 

 

21

 

 

 

 

 

 

Software support and services

 

 

46

 

 

45

 

 

 

 

 

 

 

 

 

100

%

 

100

%

 

 

 

 

 

 

 

41


 

Table of Contents  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

March 31, 

 

 

 

 

 

 

 

 

2018

 

2017

 

Change

 

 

    

 

 

    

% of

    

 

 

    

% of

    

 

 

    

 

 

 

 

 

 

 

Total

 

 

 

 

Total

 

 

 

 

 

 

(in thousands, except percentages)

 

Amount

 

Revenue

 

Amount

 

 Revenue

 

Amount

 

%

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

18,767

 

43

%  

$

19,434

 

46

%  

$

(667)

 

(3)

%  

International

 

 

24,922

 

57

 

 

22,675

 

54

 

 

2,247

 

10

 

Total revenue

 

$

43,689

 

100

%  

$

42,109

 

100

%  

$

1,580

 

 4

%  

 

License revenue decreased $2.0 million, or 14%, in the three months ended March 31, 2018, respectively, compared to the corresponding period of 2017, primarily due to a continued slowdown in perpetual license orders and a shift in favor of cloud services.

 

Cloud services revenue increased $2.1 million, or 24%, in the three months ended March 31, 2018 compared to the corresponding period of 2017, primarily due customer preference for solutions sold under a cloud-based delivery model.

 

Software support and services revenue increased $1.4 million, or 8%, in the three months ended March 31, 2018 compared to the corresponding period of 2017, primarily as a result of growth in our installed base of customers that purchase perpetual licenses, renewals of on-premise subscriptions and software support on perpetual licenses, and increased professional services purchased as part of our solutions. Professional services revenue was $965,000 and $685,000 in the three months ended March 31, 2018 and 2017, respectively, as a result of completing more professional services engagements.

 

Revenue from international sales increased 10% in the three months ended March 31, 2018 compared to the corresponding period of 2017 due to an increase in the adoption of our products and an increased cumulative installed base of customers outside of the United States. 

 

Revenue from U.S. sales decreased 3% in the three months ended March 31, 2018, respectively, compared to the corresponding period of 2017. The impact of customers purchasing licenses priced as subscriptions rather than perpetual software licenses was greater in the U.S. than internationally.

 

Revenue from our largest reseller, AT&T, decreased to 12% of total revenue in the three months ended March 31, 2018, respectively, as compared to 16% of total revenue in the corresponding period of the prior year. No other customer accounted for 10% or more of total revenue in the three months ended March 31, 2018 and 2017 .  

 

Cost of Revenue and Gross Margin

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

March 31, 

 

 

 

 

 

 

 

 

2018

 

2017

 

Change

 

 

 

 

 

 

% of

 

 

 

 

% of

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

Total

 

 

 

 

 

 

(in thousands, except percentages)

    

Amount

    

Revenue

    

Amount

    

Revenue

    

Amount

    

%

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

License

 

$

431

 

 1

%  

$

447

 

 1

%  

$

(16)

 

(4)

%  

Cloud services

 

 

2,571

 

 6

 

 

1,946

 

 5

 

 

625

 

32

 

Software support and services

 

 

4,975

 

11

 

 

4,877

 

11

 

 

98

 

 2

 

Total cost of revenue

 

$

7,977

 

18

%  

$

7,270

 

17

%  

$

707

 

10

%  

Gross profit

 

$

35,712

 

 

 

$

34,839

 

 

 

$

873

 

 

 

Gross margin

 

 

 

 

82

%  

 

 

 

83

%  

 

 

 

 

 

 

 

 

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Total cost of revenue increased $707,000, or 10%, in the three months ended March 31, 2018 compared to the same period of the prior year. While license cost of sales was flat, cloud services and software support and services cost of revenue increased $625,000 and $98,000, respectively.

 

In cost of cloud services, data center operations costs increased $440,000 and global customer success expense increased $182,000. In data center operations, infrastructure costs such as third party hosting, software subscriptions and depreciation increased by $229,000 to support the growing cloud services business. Stock-based compensation expense in cost of cloud services increased $262,000 due to higher costs associated with our stock-settled bonus program. In 2017, the non-executive bonus plan was not approved until the second quarter of the year whereas in 2018, the non-executive bonus plan was approved in the first quarter, thus driving up expense in the current period.

 

In cost of software support and services, global customer success expense was higher in the three months ended March 31, 2018 than the same period of the prior year due primarily to a $419,000 increase in stock-based compensation expense as we received earlier approval of our non-executive stock-settled bonus plan and RSUs granted, which was partially offset by decreases in outside services, travel and facilities and infrastructure expenses.

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

March 31, 

 

 

 

 

 

 

 

 

2018

 

2017

 

Change

 

 

 

 

 

 

% of

 

 

 

 

% of

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

Total

 

 

 

 

 

 

(in thousands, except percentages)

    

Amount

    

Revenue

    

Amount

    

Revenue

    

Amount

    

%

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

21,335

 

49

%  

$

17,193

 

41

%  

$

4,142

 

24

%  

Sales and marketing

 

 

23,681

 

54

 

 

23,663

 

56

 

 

18

 

 —

 

General and administrative

 

 

7,222

 

17

 

 

6,188

 

15

 

 

1,034

 

17

 

Litigation settlement charge

 

 

 —

 

 —

 

 

1,143

 

 3

 

 

(1,143)

 

(100)

 

Total operating expenses

 

$

52,238

 

120

%  

$

48,187

 

115

%  

$

4,051

 

 8

%  

 

Research and development expense increased $4.1 million, or 24%, in the three months ended March 31, 2018 compared to the corresponding period of 2017 primarily due to an increase in personnel costs of $3.1 million, facilities and infrastructure expense of $854,000, and outside professional services expense of $255,000. Stock-based compensation expense, part of personnel costs, increased by $2.0 million primarily because of higher expense associated with restricted stock unit grants and the stock-settled bonus plan, partially offset by lower stock option expense. The remainder of the increase in personnel costs was due primarily to increased headcount and merit increases. Facilities and infrastructure expense increased due to higher India facilities-related expense, which include higher rent expense, exit costs associated with our old Bangalore facility and depreciation on network-related infrastructure and leasehold improvements, as well as other engineering-specific costs for equipment, software applications and other infrastructure. We incurred additional outside professional services expense to supplement our development work.

 

Sales and marketing expense was flat in the three months ended March 31, 2018 compared to the corresponding period of 2017. Personnel costs increased by $855,000 compared to the corresponding period of the prior year due primarily to an increase in stock-based compensation expense of $756,000 because of higher expense associated with restricted stock unit grants and the stock-settled bonus plan. Marketing program spending and outside professional services expense decreased by $760,000 due to lower spending on field marketing programs and events.

 

General and administrative expense increased $1.0 million, or 17%, in the three months ended March 31, 2018 compared to the corresponding period of 2017 primarily due to a $726,000 increase in personnel costs and a $271,000 increase in outsides services expense. The increase in personnel costs included an increase in stock-based compensation expense of $550,000, which was driven primarily by restricted stock unit grants and the stock-settled bonus plan. Other personnel-related costs increased due to merit increases and a slight increase in headcount. Outside services expense increased primarily due to the costs of adopting ASC 606.

 

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We recorded a litigation settlement charge of $1.1 million in the three months ended March 31, 2017 for the expense associated with the settlement of our shareholder litigation. The settlement received final court approval in the three months ended September 30, 2017.

 

Other Income—Net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

March 31, 

 

Change

 

(in thousands, except percentages)

    

2018

    

2017

    

Amount

    

%

 

Other income—net

 

$

503

 

$

174

 

$

329

 

189

%  

 

 

Other income—net was primarily comprised of interest income and gains or losses from foreign currency transactions and the translation of foreign-denominated balances to the U.S. dollar. We recorded $261,000 and $148,000 of interest income for the three months ended March 31, 2018 and 2017, respectively, and $181,000 and $8,000 foreign currency gains for the three months ended March 31, 2018 and 2017, respectively.

 

Income Tax Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

March 31, 

 

Change

 

(in thousands, except percentages)

    

2018

    

2017

    

Amount

    

%

 

Income tax expense

 

$

347

 

$

199

 

$

148

 

74

%  

 

 

 

Income tax expense was $347,000 and $199,000 in the three months ended March 31, 2018 and 2017, respectively. The increase in income tax expense was due to an increase in foreign income taxes on profits realized by our foreign subsidiaries as we expanded internationally, most significantly in India. We have a full valuation allowance on our deferred tax assets.

 

Liquidity and Capital Resources

 

 

 

 

 

 

 

 

 

 

 

As of

 

As of

 

 

 

March 31, 

 

December   31,

 

(in thousands)

    

2018

    

2017

    

Cash and cash equivalents

 

$

96,311

 

$

85,833

 

Short term-investments

 

 

2,995

 

 

6,797

 

Total cash, cash equivalents and investments

 

$

99,306

 

$

92,630

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

March 31, 

 

Change

 

(in thousands, except percentages)

    

2018

    

2017

    

Amount

    

%

 

Net cash provided by operating activities

 

$

9,180

 

$

724

 

$

8,456

 

1,168

%  

Net cash provided by investing activities

 

 

3,298

 

 

24,572

 

 

(21,274)

 

(87)

 

Net cash used in financing activities

 

$

(2,000)

 

$

(77)

 

$

(1,923)

 

2,497

%  

 

At March 31, 2018, we had cash and cash equivalents of $96.3 million. Substantially all of our cash and cash equivalents are held in the United States. At March 31, 2018, we had short-term investments of $3.0 million.

 

In addition, we have a revolving line of credit with a financial institution with potential borrowing capacity of approximately $15.5 million that expires in June 2018. We are required to maintain an adjusted quick ratio (defined as the ratio of current assets to current liabilities minus deferred revenue) of at least 1.25. At March 31, 2018, we had no borrowings outstanding under this revolving loan facility and we were in compliance with our loan covenants.

 

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We believe that our existing cash and cash equivalents will be sufficient to meet our anticipated cash needs for at least the next 12 months. Our future capital requirements will depend on many factors including our growth rate, the timing and extent of spending to support development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced products and services offerings, the continuing market acceptance of our products, any future acquisitions and similar transactions and the proportion of our perpetual versus subscription sales. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, operating results and financial condition would be adversely affected.

 

Cash Provided by Operating Activities

 

Our primary source of cash from operating activities has been from cash collections from our customers. We expect cash inflows from operating activities to be affected by increases in sales and timing of collections. Our primary use of cash from operating activities has been for personnel costs.  

 

In the three months ended March 31, 2018, we generated $9.2 million of cash from operating activities compared to $724,000 in the corresponding period of the prior year. We incurred a net loss of $16.4 million in the three months ended March 31, 2018 compared to a net loss of $13.4 million in the corresponding period of 2017 as our operating expenses increased 8% and cost of revenue increased 10%. The net loss included non-cash charges of $11.8 million, primarily due to stock-based compensation and depreciation expense, compared to $7.5 million in the three months ended March 31, 2017. Changes in operating assets and liabilities, as sources of cash, consisted of a $14.4 million decrease in accounts receivable as our fourth fiscal quarter is a seasonally high billing quarter compared to our first fiscal quarter and the majority of the cash from those receivables is collected in the quarter following the billing quarter and a $3.9 million increase in unearned revenue, partially offset by a $2.4 million decrease in customer arrangements with termination rights and a $2.5 million decrease in accrued expenses and other long-term liabilities.

 

In the three months ended March 31, 2017, we generated $724,000 of cash from operating activities. We incurred a net loss of $13.4 million in the three months ended March 31, 2017. The net loss included non-cash charges of $7.5 million, primarily due to stock-based compensation and depreciation expense. Changes in operating assets and liabilities, as sources of cash, consisted of a $5.7 million decrease in accounts receivable as our fourth fiscal quarter is a seasonally high billing quarter compared to our first fiscal quarter and the majority of cash is collected in the quarter following the billing quarter, a $3.5 million increase in unearned revenue, a $3.4 million increase in accrued expenses and other long-term liabilities and a $1.9 million increase in accounts payable, partially offset by changes in other working capital items of $7.8 million that used cash .

 

Cash Provided by Investing Activities

 

Our investing activities have consisted of purchases of property and equipment and purchases of investment securities, offset by maturities of the investment securities.

 

Cash provided by investing activities was $3.3 million for the three months ended March 31, 2018 as compared to $24.6 million in the corresponding period of 2017. In the three months ended March 31, 2018, we received $6.8 million from maturities of investment securities and invested $3.0 million in new investment securities, compared to the three months ended March 31, 2017 where we received $25.0 million from maturities of our investments and invested no amounts in new investment securities. Cash paid for the purchase of property and equipment was $516,000 and $393,000 for the three months ended March 31, 2018 and 2017, respectively.

 

Cash Used in Financing Activities

 

Our financing activities have historically consisted of proceeds from the issuance of common stock, the exercise of stock options, and our ESPP. Beginning 2017, our financing activities have included cash used to pay employee payroll taxes as part of the net settlement of our stock-settled bonus programs.

 

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In the three months ended March 31, 2018, our financing activities used $2.0 million of cash. We received $655,000 from the exercise of stock options and $1.1 million from ESPP contributions. We used $3.7 million to pay employee payroll taxes as part of the net settlement of our stock-settled bonus.

 

In the three months ended March 31, 2017, our financing activities used $77,000 of cash. We received $1.8 million from the exercise of stock options and $1.1 million from ESPP contributions . We used $3.0 million to pay employee payroll taxes as part of the net settlement of our stock-settled bonus.

 

Off-Balance-Sheet Arrangements

 

Through March 31, 2018, we do not have off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

 

Segment Information

 

We have one primary business activity and operate in one reportable segment.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Management believes that there have been no material changes to our or quantitative and qualitative disclosures about market risks during the three months ended March 31, 2018, compared to those disclosed in Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 12, 2018 .

 

Item 4. Controls and Procedures

 

Limitations on Effectiveness of Controls

 

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2018. The term “disclosure controls and procedures,” as defined in Rule 13a-15 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

 

Based on our evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that, as of March 31, 2018, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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Changes in Internal Control over Financial Reporting

 

During the three months ended March 31, 2018, we implemented new controls which enabled us to prepare our financial statements under ASC 606 on a full retrospective basis effective January 1, 2018. We also implemented new revenue and commission modules to enable the adoption of ASC 606. There were no other changes in our internal controls over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended March 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We continually evaluate uncertainties associated with litigation and record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that a liability has been incurred at the date of the financial statements and (ii) the loss or range of loss can be reasonably estimated. If we determine that a loss is possible and a range of the loss can be reasonably estimated, we disclose the range of the possible loss in the Notes to the Consolidated Financial Statements. We evaluate, on a quarterly basis, developments in our legal matters that could affect the amount of liability that has been previously accrued, if any, and the matters and related ranges of possible losses disclosed, and make adjustments and changes to our disclosures as appropriate. Significant judgment is required to determine both likelihood of there being and the estimated amount of a loss related to such matters. Until the final resolution of such matters, there may be an exposure to loss, and such amounts could be material. An estimate of a reasonably possible loss (or a range of loss) cannot be made in our lawsuits at this time.

 

Risks Related to Our Business and Industry

You should carefully consider the following risk factors, in addition to the other information contained in this Quarterly Report on Form 10-Q, including the section of this report titled Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes.  If any of the events described in the following risk factors and the risk described elsewhere in this report occurs, our business, operating results and financial condition could be seriously harmed.  This Quarterly Report on Form 10-Q also contains forward-looking statements that involve risks and uncertainties.  Our actual results could differ materially from those anticipated in the forward-looking statements as a result of factors that are described below and elsewhere in this report.

We have a limited operating history, which makes it difficult to evaluate our prospects and future financial results and may increase the risk that we will not be successful.

As a result of our limited operating history, our ability to forecast our future operating results is limited and subject to a number of uncertainties, including our ability to plan for and model future growth. We have encountered and expect to continue to encounter risks and uncertainties frequently experienced by growing companies in rapidly changing markets. If our assumptions regarding these uncertainties are incorrect or change in reaction to changes in our markets, or if we do not manage or address these risks successfully, our results of operations could differ materially from our expectations, and our business could suffer. Any success that we may experience in the future will depend, in large part, on our ability to, among other things:

 

 

 

             

retain and expand our customer base on a cost-effective basis;

 

increase revenues from existing customers as they add users or devices;

 

increase revenues from existing customers as they purchase additional solutions;

 

successfully compete in our markets;

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continue to add features and functionality to our solutions to meet customer demand;

 

gain market traction with our MobileIron cloud platform and our more recently introduced products and services such as MobileIron Access and MobileIron Threat Defense;

 

continue to invest in research and development and bring new products to market;

 

scale our engineering and internal business operations in an efficient and cost-effective manner;

 

scale our global Customer Success organization to make our customers successful in their mobile IT deployments;

 

continue to expand our solutions across mobile and modern operating systems and device platforms;

 

hire, integrate and retain professional and technical talent;

 

make our service provider partners successful in their deployments of our solutions and technology;

 

successfully expand our business domestically and internationally; and

 

successfully protect our intellectual property and defend against intellectual property infringement claims.

 

We have had net losses each year since our inception and may not achieve or maintain profitability in the future.

We have incurred net losses each year since our inception, including net losses of $53.4 million and $65.5 million in 2017 and 2016, respectively, and $16.4 million and $13.4 million for the three months ended March 31, 2018 and 2017, respectively. As of March 31, 2017, our accumulated deficit was $377.4 million. Our revenue growth rate from 2016 to 2017 slowed compared to the revenue growth rate from 2015 to 2016, and we may not be able to sustain or increase our growth rate or achieve or sustain profitability in the future. The revenue growth rate has slowed, and may additionally slow or revenue may decline, for a number of reasons, including, but not limited to our customers’ and/or prospective customers’ failure to widely deploy mobile apps within their businesses, increasing and entrenched competition, changes in pricing model, customers’ failure to renew or expand their deployments of our software, product and billing model mix shift, a decrease in size or growth of the mobile IT market, or any failure to capitalize on market opportunities. In addition, we plan to continue to invest for future growth, in part by making additional investments in research and development, and as a result, we do not expect to be profitable for the foreseeable future. In addition, we will need to increase operating efficiency, which may be challenging given our operational complexity, the expenses outlined above, and expenses associated with being a public company. As a result of these increased expenditures, we will have to generate and sustain increased revenues to achieve future profitability. We may incur significant losses in the future for a number of reasons, including without limitation the other risks and uncertainties described in this Quarterly Report on Form 10-Q and in the Annual Report on Form 10-K that was filed with the SEC on March 12, 2018. Additionally, we may encounter unforeseen operating expenses, difficulties, complications, delays and other unknown factors that may result in losses in future periods. If these losses exceed our expectations or our revenue growth expectations are not met in future periods, our financial performance will be harmed.

Our operating results may fluctuate significantly, which makes our future results difficult to predict and could cause our operating results to fall below expectations or our guidance.

Our quarterly operating results have fluctuated in the past and may fluctuate significantly in the future. The timing and size of sales of our solutions makes our revenue highly variable and difficult to predict and can result in significant fluctuations in our revenue from period to period. Historically, a substantial portion of our revenue has been generated from sales of software solutions sold as perpetual licenses to large enterprise companies, which tend to close near the end of a given quarter. Further, our customers’ and prospective customers’ buying patterns and sales cycles can vary significantly from quarter to quarter and are not subject to an established pattern over the course of a quarter.

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Accordingly, at the beginning of a quarter, we have limited visibility into the level of sales that will be made in that quarter. If expected revenue at the end of any quarter is reduced or delayed for any reason, we may not be able to reduce our costs sufficiently to compensate for an unexpected shortfall in revenue, and even a small shortfall in revenue could disproportionately and adversely affect our operating margin, operating results or other key metrics for a given quarter.

Our operating results may fluctuate due to a variety of other factors, many of which are outside of our control, and any of which may cause our stock price to fluctuate. In addition to other risks listed in this “Risk Factors” section, factors that may affect our operating results include, but are not limited to:

 

 

 

             

the inherent complexity, length and associated unpredictability of our sales cycles for our solutions;

 

 

 

 

the extent to which our customers and prospective customers delay or defer purchase decisions in a quarter, particularly in the last few weeks of the quarter, which is when we typically complete a large portion of our sales for a quarter;

 

 

 

 

our ability to develop and release in a timely manner new solutions, features and functionality that meet customer requirements;

 

 

 

 

changes in pricing due to competitive pricing pressure or other factors;

 

 

 

 

reductions and reprioritizations in customers’ IT budgets and delays in the purchasing cycles of our customers and prospective customers;

 

 

 

 

variation in sales channels or in mix of solutions sold, including the mix of solutions sold on a perpetual license versus a subscription or monthly recurring contract, or MRC, basis 1 ;

 

 

 

 

the timing of recognizing revenue in any given quarter as a result of revenue recognition accounting rules, including the extent to which revenue from sales transactions in a given period may not be recognized until a future period or, conversely, the satisfaction of revenue recognition rules in a given period resulting in the recognition of revenue from transactions initiated in prior periods;

 

 

 

 

changes in our mix of revenue as a result of our different deployment options and licensing models and the ensuing revenue recognition effects;

 

 

 

 

the effect of litigation;

 

 

 

 

changes in foreign currency exchange rates; and

 

 

 

 

general economic conditions in our domestic and international markets.

 

1 In the MRC model, revenue and billings are based on active devices or users of the service provider’s customer and are reported to us by the service provider on a monthly basis over time and billed by us one month in arrears. Under the MRC model, we receive no billings or revenue for MRC at the time the deal is booked, but instead the MRC is billed and revenue is recognized each month based on active usage. Unlike one-year and other term subscriptions, MRC is not reflected in deferred revenue.

The cumulative effects of these factors could result in large fluctuations and unpredictability in our quarterly operating results. As a result, comparing our operating results on a period-to-period basis may not be meaningful. You should not rely on our past results as an indication of our future performance.

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If our customers do not place significant follow-on orders to deploy our solutions widely throughout their companies, or if they do not renew with us or if they do not purchase additional solutions, our future revenue and operating results will be harmed.

In order to increase our revenues we must continually grow our customer base and increase the depth and breadth of the deployments of our solutions with our existing customers. While customers may initially purchase a relatively modest number of licenses, it is important to our revenue growth that they later expand the use of our software on substantially more devices or for more users throughout their business. We also need to upsell—to sell additional solutions—to the same customers. Our strategy also depends on our existing customers renewing their software support or subscription agreements with us. Because of the number of participants, consolidation in the mobile IT market and competing priorities within  customers’ IT budgets, customers may delay making initial purchase orders or expanding orders as they take into account the evolving mobile IT landscape. Also, if we do not successfully develop and market new solutions, features and functionality that meet our customers’ needs, they may not place upsell orders or expand orders. The rate at which our customers purchase additional solutions depends on a number of factors, including the relative prioritization of the IT budget allocated to mobile projects versus other IT projects, perceived need for additional solutions, features or functionality, the reliability of our solutions and other competitive factors, such as pricing and competitors’ offerings. If our efforts to sell additional licenses to our customers and to upsell additional solutions to our customers are not successful, our business may suffer. In addition, we have entered into enterprise license arrangements with certain large customers under which they pay an amount up front and in turn can deploy an unlimited number of devices in a certain period, thereby lowering potential future additional orders from those customers.

Further, existing customers that purchase our solutions have no contractual obligation to purchase additional solutions after the initial subscription or contract period, and given our limited operating history, we are unable to accurately predict our customer expansion or renewal rates. Our customers’ expansion and renewal rates may decline or fluctuate as a result of a number of factors, including the level of their satisfaction with our solutions or our customer support, customer budgets, the pricing and breadth of our solutions compared with the solutions offered by our competitors, and the impact of our competitors’ selling enterprise mobility management or mobile security as a component of a broader suite, any of which may cause our revenue to grow more slowly than expected, if at all. Competition from larger companies has in the past and may in the future lengthen the renewal process and require us to recompete for renewal business.

For smaller or simpler deployments, the switching costs and time are relatively minor compared to traditional enterprise software deployments and a customer may decide not to renew with us and switch to a competitor’s offerings. Accordingly, we must invest significant time and resources in providing ongoing value to our customers. If these efforts fail, or if our customers do not renew for other reasons, or if they renew on terms less favorable to us, our revenue may decline and our business will suffer.

We are in a highly competitive market, and competitive pressures from existing and new companies may harm our business, revenues, growth rates and market share. In addition, there has been consolidation in our market, and a number of our current or potential competitors have longer operating histories, greater brand recognition, larger customer bases and significantly greater resources than we do.

Our market is intensely competitive, and we expect competition to increase in the future from established competitors, consolidations and new market entrants. Our major competitors include Blackberry, Citrix, IBM, Microsoft and VMware. A number of our historical competitors have been purchased by large corporations. For example, AirWatch was acquired by VMware and Good Technology was acquired by Blackberry. These large corporations have longer operating histories, greater name recognition, larger and better established customer bases, more channel partners, and significantly greater financial, technical, sales, marketing and other resources than we have. Because these competitors possess greater resources, they may be able to adapt more quickly to new technologies and changes in customer requirements, devote greater resources to the promotion and sale of their solutions, purchase companies or new technologies, initiate or withstand substantial price competition, and/or develop and expand their products and features more quickly than we can. In addition, certain of our competitors may be able to leverage their relationships with customers based on an installed base of solutions or to incorporate functionality into existing solutions to gain business in a manner that discourages customers from including us in competitive bidding processes, evaluating and/or purchasing our solutions. They have done this in the past, and may in the future do this, by selling at zero or negative margins,

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through solution bundling or through enterprise license deals. Some potential customers, especially Forbes Global 2000 Leading Companies, have already made investments in, or may make investments in, substantial personnel and financial resources and established deep relationships with these much larger enterprise IT vendors, which may make them reluctant to evaluate our solutions or work with us regardless of solution performance or features. Potential customers may prefer to purchase a broad suite of solutions from a single provider, or may prefer to purchase mobile IT solutions from an existing supplier rather than a new supplier, regardless of performance or features.

We expect competition to intensify in the future as new and existing competitors introduce new solutions into our market. In addition, some of our competitors have entered into partnerships or other strategic relationships or purchased companies to offer a more comprehensive solution than they individually had offered. We expect this trend to continue as companies attempt to strengthen or maintain their market positions in an evolving industry. This competition has resulted in the past and could in the future result in increased pressure on pricing and renewals, increased sales and marketing expenses, or harm to our market share, any of which could harm our business. Competitors’ offerings may in the future have better performance or features, lower prices and/or broader acceptance than our solutions. Competitors’ products could also include new technologies, which could render our existing solutions obsolete or less attractive to customers, or be bundled with legacy enterprise security and management products as a “one-stop-shop” offering, which certain customers with large installed bases of those legacy products may prefer. If we fail to keep up with technological changes or to convince our customers and potential customers of the value of our solutions, our business, operating results and financial condition could be materially and adversely affected.

We compete in rapidly evolving markets and must develop new solutions and enhancements to our existing solutions. If we fail to predict and respond rapidly to emerging technological trends and our customers’ changing needs, we may not be able to remain competitive. In addition, we may not generate positive returns on our research and development investments, which may harm our operating results.

Our markets are characterized by rapidly changing technology, changing customer needs, evolving operating system standards and frequent introductions of new offerings. To succeed, we must effectively anticipate, and adapt in a timely manner to, customer and multiple operating system requirements and continue to develop or acquire new solutions and features that meet market demands and technology trends. Likewise, if our competitors introduce new offerings that compete with ours or incorporate features that are not available in our solutions, we may be required to reposition our solutions or introduce new solutions in response to such competitive pressure. We may not have access to or have adequate notice of new operating system developments, and we may experience unanticipated delays in developing new solutions and cloud services or fail to meet customer expectations for such solutions. If we fail to timely develop and introduce new solutions or enhancements that respond adequately to new challenges in the mobile IT market, our business could be adversely affected, especially if our competitors are able to more timely introduce solutions with such increased functionality.

We have invested significant time and financial resources in the development of our platforms and infrastructure and believe that we must continue to dedicate substantial resources to our research and development efforts to maintain our competitive position.  Developing our products is expensive, and the investment in product development may not generate additional revenue in the near-term or at all. The research and development of new technologically advanced products is also a complex and uncertain process requiring high levels of innovation and investment, as well as the accurate forecasts of technology, market trends and consumer needs. Our failure to successfully develop new and improved products, services and technologies may reduce our future growth and profitability and may adversely affect our business, results and financial condition.

We have invested in MobileIron Access and MobileIron Threat Defense but have not yet gained substantial market traction in these product lines. Should our MobileIron Access or MobileIron Threat Defense fail to achieve substantial market traction, we would lose the value of our investment and our business and operating results may be harmed.

Further, we may be required to commit significant resources to developing new solutions before knowing whether our investments will result in solutions that the market will accept. We are in the process of phasing out our older cloud-based product in favor of MobileIron Cloud, our newer and more scalable cloud-only platform. The failure to successfully market MobileIron Cloud as a replacement and improvement to our older cloud-based product or the

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failure of our customers and prospective customers to adopt MobileIron Cloud for any reason could result in a decline in our revenue.

These risks are greater in the mobile IT market because our software is deployed on endpoints (E.g., phones, tablets or laptops) that run on different operating systems, and these multiple operating systems change frequently in response to consumer demand. As a result, we may need to release new software updates at a much greater pace than a traditional enterprise software company that supports only traditional PCs. We may experience technical design, engineering, marketing and other difficulties that could delay or prevent the development, introduction or marketing of new solutions and enhancements on both of our technology platforms. As a result, we may not be successful in modifying our current solutions or introducing new ones in a timely or appropriately responsive manner, or at all. If we fail to address these changes successfully, our business and operating results could be materially harmed.

Finally, all of our additional solutions require customers to use our MobileIron platform, whether deployed on-premise or through our cloud service. As such, virtually all of our revenue depends on the continued adoption and use of our MobileIron platform. If customers and prospective customers decided to stop using or purchasing the MobileIron platform, our product strategy and business would be harmed.

An increasing portion of our sales has been generated from subscription licenses, which involves certain risks.

An increasing portion of our sales has been generated from subscription licenses. This mix shift towards subscription licensing, and differing revenue recognition patterns between the different types of subscriptions that we offer under the new revenue accounting guidelines, present a number of risks to us. We recognize a substantial portion of our subscription revenues over the term of the subscription agreement as compared to sales of perpetual licenses, which are recognized up-front at the time of delivery. Under the new revenue accounting guidelines, a portion of subscriptions to on-premises software will be recognized up-front, while the remainder of the subscription will be recognized over the subscription term. That revenue recognition pattern is different from subscriptions to cloud offerings, for which all revenue will be recognized ratably over the term of the subscription. Customers in a subscription arrangement may elect not to renew their contractual arrangement with us upon expiration, or they may attempt to renegotiate pricing or other contract provisions on terms that are less favorable to us. MRC revenue, which is currently included in subscription revenue in our statements of operations, is recognized monthly on the basis of active users or devices and thus will fluctuate from month to month. Service providers that operate on an MRC billing model typically report to us in arrears on a monthly basis the number of actual users or devices deployed, and then we generate invoices based on those reports. Therefore, invoicing and collection logistics often result in a longer collection cycle. In addition, service providers may bundle our solution with their offerings and price aggressively, which could result in an decrease in MRC billings. These factors could negatively affect our cash flow to the extent subscription revenue includes MRC revenue.

 

Changes in features and functionality by operating system providers and mobile device manufacturers could cause us to make short-term changes in engineering focus or product development or otherwise impair our product development efforts or strategy, increase our costs, and harm our business.

Our platform depends on interoperability with operating systems, such as those provided by Apple, Google and Microsoft, as well as device manufacturers. Because mobile and other modern operating systems are released more frequently than legacy PC operating systems, and we typically have limited advance notice of changes in features and functionality of operating systems and mobile devices, we may be forced to divert resources from our preexisting product roadmap in order to accommodate these changes. As a result of this limited advance notice, we also have a short time to implement and test changes to our product to accommodate these new features, which increases the risk of product defects. In addition, if we fail to enable IT departments to support operating system upgrades upon release, our business and reputation could suffer. This could disrupt our product roadmap and cause us to delay introduction of planned solutions, features and functionality, which could harm our business.

 

Operating system providers have included, and may continue to include, features and functionality in their operating systems that are comparable to certain of our solutions, features and/or functionality, thereby making our platform less valuable. The inclusion of, or the announcement of an intent to include, functionality perceived to be similar to that offered by our mobile IT solutions in mobile or other modern operating systems may have an adverse effect on our ability to market and sell our solutions. Even if the functionality offered by mobile operating system  

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providers is more limited than our solutions, a significant number of potential customers may elect to accept such limited functionality in lieu of purchasing our solutions. Furthermore, some of the features and functionality in our solutions require interoperability with operating system APIs, and if operating system providers decide to restrict our access to their APIs, that functionality would be lost and our business could be impaired. Finally, we have entered into contractual arrangements with operating systems providers and/or mobile device manufactures, under which we are obligated to certain development priorities, which can further limit our engineering flexibility.

 

We have experienced substantial turnover, and the loss of key personnel or an inability to attract, retain and motivate qualified personnel may impair our ability to expand our business.

Our success is substantially dependent upon the continued service and performance of our senior management team and key technical, marketing, sales and operations personnel. Over the last three years, we have experienced substantial turnover in our sales, engineering and executive teams, and this could continue in the future. The replacement of any members of our senior management team or other key personnel likely would involve significant time and costs and may harm our business, operating results and financial condition. Our future success also depends, in part, on our ability to continue to attract, integrate and retain highly skilled personnel, in particular engineers and sales personnel. Competition for highly skilled personnel is frequently intense, especially in the San Francisco Bay Area, where we have a substantial presence and need for highly skilled personnel, including, in particular, engineers. We must offer competitive compensation and opportunities for professional growth in order to attract and retain these highly skilled employees. Failure to successfully attract, integrate or retain qualified personnel to fulfill our current or future needs may negatively impact our growth.

A failure of our product strategy could harm our business.

Our product and business strategy is highly dependent on current and future customers continuing to adopt our solutions, features, and functionality, including expanding to newer products, such as MobileIron Access and MobileIron Threat Defense, and with existing on-premise customers migrating to MobileIron Cloud. Slow adoption by enterprises of mobile business applications may slow the adoption of our platform, because customers who are not deploying business apps other than email may not see value in our more advanced application security and management capabilities. If customers shift from client-side apps to web apps as the preferred interface for end-users, it would reduce the value of our security solution because less confidential data would reside on the endpoint. Operating system providers and larger software companies could harm our strategy by creating competitive solutions and/or bundling those solutions in a broader portfolio of products. For example, Microsoft bundled certain enterprise mobility management capabilities into Microsoft 365 in an attempt to dissuade customers from using solutions like MobileIron. If our product strategy is not successful for these or other reasons, the value of our investment would be lost and our results of operations would be harmed.

If we are not able to scale our business and manage our expenses, our operating results may suffer.

We have expanded, decreased and/or relocated specific functions over time in order to scale efficiently, including restructurings in 2016 and 2017 to improve our cost structure and help scale our business. Our need to scale our business has placed, and will continue to place, a significant strain on our administrative and operational business processes, infrastructure, facilities and other resources. Our ability to manage our operations will require significant expenditures and allocation of valuable management resources to improve internal business processes and systems, including investments in automation. Further international expansion may also be required for our continued business growth, and managing any international expansion will require additional resources and controls. If our operations infrastructure and business processes fail to keep pace with our business and customer requirements, customers may experience disruptions in service or support or we may not scale the business efficiently, which could adversely affect our reputation and adversely affect our revenues. There is no guarantee that we will be able to continue to develop and expand our infrastructure and business processes at the pace necessary to scale the business, and our failure to do so may have an adverse effect on our business. If we fail to efficiently expand our engineering, operations, customer support, professional services, cloud infrastructure, IT and financial organizations and systems, or if we fail to implement or maintain effective internal business processes, controls and procedures, our costs and expenses may increase more than we planned or we may fail to execute on our product roadmap or our business plan, any of which would likely seriously harm our business, operating results and financial condition.

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A security breach of our cloud service infrastructure or a disruption of our cloud service availability for any reason could result in liabilities, lost business and reputational harm.

In connection with providing our cloud service to customers, we obtain access to certain data, such as employees’ names, registration credentials, mobile device ID, geolocation of last device check-in, business email addresses, mobile phone numbers, business contact information and the list of applications installed on the mobile devices. Any security breach of the systems used to provide the cloud service, whether through third-party action or employee error or malfeasance, could result in damage, loss, misuse or theft of such data. A breach could also give rise to litigation or require us to incur financial and operational expenses in connection with fulfillment of certain indemnity obligations to our cloud service customers, settling or defending claims made against us, or complying with specific laws or regulations such as breach notification requirements.  Techniques used to sabotage or obtain unauthorized access to information processing systems change frequently. In addition, they generally are not recognized until launched against a target. As a result, we may be unable to anticipate these techniques or to implement adequate preventative or mitigation measures in a timely manner. Because our software is designed to enable IT administrators to secure and manage sensitive data transmitted to or stored on employees’ mobile devices, the publicity associated with an actual or perceived breach of our cloud service infrastructure would likely result in particular reputational damage, as well as loss of potential sales and existing customers. In addition, unexpected increases in demand at one customer may affect the overall service in unanticipated ways and may cause a disruption in service for other customers of this platform. We have experienced, and may in the future experience, disruptions, outages and other performance problems with our cloud service. These problems may be caused by a variety of factors, including, but not limited to, infrastructure changes, human or software errors, viruses, malicious code, denial of service or other security attacks, fraud, spikes in customer usage and interruption or loss of critical third party hosting, power or Internet connectivity services. If we sustain disruptions of our cloud services for any reason, our reputation, business and results of operations would be seriously harmed.  

Defects in our solutions could harm our business, including as a result of customer dissatisfaction, data breaches or other disruption, and subject us to substantial liability.

Because the mobile IT market involves multiple operating platforms, we provide frequent incremental releases of solution updates and functional enhancements. Such new versions frequently contain undetected errors when first introduced or released. We have found defects in new releases of our solutions, and new errors in our existing solutions may be detected in the future. Defects in our solutions may also result in vulnerability to security attacks, which could result in claims by customers and users for losses that they sustain. 

Because our customers use our solutions for important aspects of their business, any errors, defects, disruptions in service or other performance problems with our solutions could hurt our reputation and may damage our customers’ businesses. In certain instances, our customers have stopped using or failed to expand use of, our solutions as a result of defects, and this may happen in the future.  In addition, customers may delay or withhold payment to us, elect not to renew and make warranty claims or other claims against us. In addition, we rely on positive customer experience in order to sell additional products to other customers or sell to new customers. Defects or disruptions in our solution could result in reputational harm and loss of future sales. In addition, regardless of the party at fault, errors of these kinds divert the attention of our engineering personnel from our development efforts, damage our reputation and the reputation of our solutions, cause significant customer relations problems and can result in product liability claims.

Security breaches and other disruptions of our information systems could significantly impair our operations, compromise our ability to conduct our business and deliver our products and services, and result in significant data losses, theft of our intellectual property, significant liability, damage to our reputation, and loss of current and future business.

We rely on our IT systems for almost all of our business operations, including internal operations, product development, sales and marketing, and communications with customers and other business partners. The secure processing, maintenance and transmission of both our own sensitive information and our customers’ data is critical to our operations and business strategy. Despite our security measures, our information technology systems and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any cyber security attack could result in the damage, loss, theft or misappropriation of our proprietary information or our

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customers’ data and/or cause interruptions of our internal business operations or the delivery of our solutions to customers. Because the techniques used by unauthorized persons to access or sabotage networks change frequently and may not be recognized until launched against a target, we may be unable to anticipate these techniques or readily detect or take remedial action against an attack. Further, if unauthorized access or sabotage remains undetected for an extended period of time, the effects of such breach could be exacerbated. We also depend on our employees to handle confidential data appropriately and deploy our information resources in a secure fashion that does not expose our network systems to security breaches and the loss of data. Any breach as a result of cyber criminals or employee malfeasance or error could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Our insurance may not be sufficient to cover all of our losses from any future breaches of our systems. We have also outsourced a number of our business functions to third parties, and we rely on distributors, resellers, system vendors, and system integrators to sell our products and services. Thus our business operations also depend, in part, on their cybersecurity measures. Any unauthorized access, disclosure or other loss of information could result in legal claims or proceedings, investigations by law enforcement or regulatory bodies, liability under laws that protect the privacy of personal information, regulatory penalties, could disrupt our operations and the solutions we provide to customers, could compromise our ability to protect our intellectual property rights, and could damage our reputation, which could adversely affect our business, financial condition, and operating results.

We depend and rely upon technologies from third parties to operate our products, and interruptions or performance problems with these technologies may adversely affect our business and results of operations.

 

We rely on applications from third parties in order to operate critical functions of our products. If these services become unavailable due to extended outages, interruptions, errors or defects or because they are no longer available on commercially reasonable terms, our expenses could increase, our ability to manage finances could be interrupted and supporting our customers could be impaired until equivalent services, if available, are identified, obtained and implemented, all of which could adversely affect our business.

Real or perceived errors, failures or bugs in our software could adversely affect our business, results of operations, financial condition, and growth prospects.

Our software is complex, and therefore, undetected errors, failures or bugs may occur in the future. Our software is used in IT environments with different operating systems, system management software, applications, devices, databases, servers, storage, middleware, custom and third-party applications and equipment and networking configurations, which may cause errors or failures in the IT environment into which our software is deployed. This diversity increases the likelihood of errors or failures in those IT environments. Despite testing by us, real or perceived errors, failures or bugs may not be found until our customers use our software. Real or perceived errors, failures or bugs in our products could result in negative publicity, loss of or delay in market acceptance of our software and harm our brand, weakening of our competitive position, claims by customers for losses sustained by them or failure to meet the stated service level commitments in our customer agreements. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend significant additional resources in order to help correct the problem. Any errors, failures or bugs in our software could impair our ability to attract new customers, retain existing customers or expand their use of our software, which would adversely affect our business, results of operations and financial condition.

Disruptions of the third-party data centers that host our cloud service could result in delays or outages of our cloud service and harm our business.

We currently host our cloud service from third-party data center facilities operated by several different providers located around the world, such as Equinix and Amazon Web Services. Any damage to, or failure of, our cloud service that is hosted by these third parties, whether as a result of our actions, actions by the third-party data centers, actions by other third parties, or acts of God, could result in interruptions in our cloud service and/or the loss of data. While the third-party hosting centers host the server infrastructure, we manage the cloud services through our site reliability engineering team and need to support version control, changes in cloud software parameters and the evolution of our solutions, all in a multi-OS environment. As we continue to add data centers and capacity in our existing data centers, we may move or transfer our data and our customers’ data. Despite precautions taken during this process, any unsuccessful

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data transfers may impair the delivery of our service. In some cases, we have entered into contractual service level commitments to maintain uptime of at least 99.9% for our cloud services platform and if we or our third-party data center facilities fail to meet these service level commitments, we may have to issue service credits to these customers. Impairment of, or interruptions in, our cloud services may reduce our subscription revenues, subject us to claims and litigation, cause our customers to terminate their subscriptions and adversely affect our subscription renewal rates and our ability to attract new customers. Our business will also be harmed if our customers and potential customers believe our services are unreliable.

We do not control, or in some cases have limited control over, the operation of the data center facilities we use, and they are vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures and similar events. They may also be subject to break-ins, sabotage, intentional acts of vandalism and similar misconduct, and to adverse events caused by operator error. We cannot rapidly switch to new data centers or move customers from one data center to another in the event of any adverse event. Despite precautions taken at these facilities, the occurrence of a natural disaster, an act of terrorism or other act of malfeasance, a decision to close the facilities without adequate notice, or other unanticipated problems at these facilities could result in lengthy interruptions in our service and the loss of customer data and business.

The prices of our solutions may decrease or we may change our licensing and subscription programs, renewal programs or bundling arrangements, which may reduce our revenue and adversely impact our financial results.

The prices for our solutions may decline for a variety of reasons, including competitive pricing pressures, discounts, a change in our mix of solutions toward subscription, enterprise-wide licensing arrangements, bundling of solutions, features and functionality by us or our competitors, potential changes in our pricing, anticipation of the introduction of new solutions, or promotional programs for customers or channel partners. Competition and consolidation continue to increase in the markets in which we participate, and we expect competition to further increase in the future, leading to increased pricing pressures. Larger competitors with more diverse product lines may reduce the price of solutions or services that compete with ours or may bundle their solutions with other solutions and services. Furthermore, we anticipate that the sales prices and gross profits for our solutions will decrease over product life cycles. If we are unable to increase sales to offset any decline in our prices, our business and results of operations would be harmed.

We continually re-evaluate our licensing and subscription programs and renewal programs, including specific license and subscription models and terms and conditions. We have in the past implemented, and could in the future implement, new licensing and subscription programs, renewal programs or bundling arrangements, including promotional programs or specified enhancements to our current and future solutions, enterprise licensing arrangements, discounted pricing and/or conversion of service providers or customers from one billing model to another. Such billing model, renewal programs or licensing and subscription arrangement changes may result in delayed revenue recognition.

Our ability to sell our solutions is highly dependent on the quality of our support, which is made complex by the requirements of mobile IT. Our failure to deliver high quality support would have a material adverse effect on our sales and results of operations.

Once our solutions are deployed, our customers depend on our support organization or that of our channel partners to resolve any issues relating to our solutions. Our failure to provide effective support has in the past, and could in the future, adversely affect our ability to sell our solutions or increase the number of licenses sold to existing customers. Our customer support is especially critical because the mobile IT market requires relatively frequent software releases. Mobile IT requires a complex set of features, functionality and controls, which makes support critical and difficult. In addition, we target companies on the Forbes Global 2000 Leading Companies list, many of whom have complex networks and require higher levels of support than smaller customers. As customers deploy more licenses and purchase a broader array of our solutions, the complexity and difficulty of our support obligations increase. If we fail to meet the requirements of the larger customers, it may be more difficult to increase our deployments either within our existing Forbes Global 2000 Leading Companies list or other customers or with new Forbes Global 2000 Leading Companies list customers. We face additional challenges in supporting our non-U.S. customers, including the employment and retention of qualified support personnel and the need to rely on channel partners to provide support.

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We rely substantially on channel partners for the sale and distribution of our solutions and, in some instances, for the support of our solutions. A loss of certain channel partners, a decrease in revenues from certain of these channel partners or any failure in our channel strategy could adversely affect our business.

A substantial portion of our sales are through channel partners – either telecommunications carriers, which we call service providers, or other resellers – and thus we depend on our channel partners and on our channel partner strategy for the vast majority of our revenue. Our international resellers often enter into agreements directly with our mutual customers to host our software and provide other value-added services, such as IT administration.

Our service provider partners often provide support to our customers and enter into similar agreements directly with our mutual customers to host our software and/or provide other value-added services. Our agreements and operating relationships with our service provider partners are complex and require a significant commitment of internal time and resources. In addition, our service provider partners are large corporations with multiple strategic businesses and relationships, and thus our business may not be significant to them in the overall context of their much larger enterprise. Even if the service provider partner considers us to be an important strategic relationship, internal processes at these large partners are sometimes difficult and time-consuming to navigate. Thus, any loss of a major channel partner or failure of our channel strategy could adversely affect our business. AT&T, as a reseller, is our largest service provider partner and was responsible for 12% of our total revenue for the three months ended March 31, 2018 and 14% of our total revenue for the year ended December 31, 2017.

Our agreements with AT&T and our other channel partners are non-exclusive and most of our channel partners have entered, and may continue to enter, into strategic relationships with our competitors. Our channel partners may terminate their respective relationships with us with limited or no notice and with limited or no penalty, pursue other partnerships or relationships, or attempt to develop or acquire solutions or services that compete with our solutions. If our channel partners do not effectively market and sell our solutions, if they choose to place greater emphasis on solutions of their own or those offered by our competitors, or if they fail to provide adequate support or otherwise meet the needs of our customers, our ability to grow our business and sell our solutions may be adversely affected. The loss of our channel partners, in particular AT&T, the failure to recruit additional channel partners, or any reduction or delay in sales of our solutions by our channel partners could materially and adversely affect our results of operations.

 

In addition, we have sold and will sell directly to end-user customers, which may adversely affect our relationship with our channel partners.

Our sales cycles for large enterprises are often long, unpredictable and expensive. As a result, our sales and revenue are difficult to predict and may vary substantially from period to period, which may cause our operating results to fluctuate significantly.

Our sales efforts involve educating our customers about the use and benefits of our solutions, including the technical capabilities of our solutions and the business value of our solutions. Many of our large customers have very complex IT systems, mobile environments and data privacy and security requirements. Accordingly, many of these customers undertake a significant evaluation process, which frequently involves not only our solutions, but also those of our competitors, and has resulted in lengthy sales cycles. We spend substantial time, money and effort on our sales activities without any assurance that our efforts will produce any sales. In addition, purchases of our solutions are frequently subject to budget constraints, multiple purchase approvals, lengthy contract negotiations and unplanned administrative, processing and other delays. Moreover, the evolving nature of the mobile IT market may lead prospective customers to postpone their purchasing decisions pending adoption of technology by others or pending potential consolidation in the market, and may require evaluation of our product my multiple functions within their company. As a result of our lengthy sales cycle, it is difficult to predict whether and when a sale will be completed, and our operating results may vary significantly from quarter to quarter. Even if sales are completed, the revenues we receive from these customers may not be sufficient to offset our upfront investments.

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We seek to sell our solutions to large enterprises. Sales to and support of these types of enterprises involve risks that could harm our business, financial position and results of operations.

Our growth strategy is dependent, in part, upon increasing sales of our solutions to large enterprises. Sales to large customers involve risks that may not be present (or that are present to a lesser extent) with sales to smaller entities. These risks include:

 

 

 

             

more complicated network requirements, which result in more difficult and time-consuming implementation processes;

 

 

 

 

more intense and time-consuming customer support practices;

 

 

 

 

increased purchasing power and leverage held by large customers in negotiating contractual arrangements with us;

 

 

 

 

more customer-favorable contractual terms, including penalties;

 

 

 

 

longer sales cycles and the associated risk that substantial time and resources may be spent on a potential customer that ultimately elects not to purchase our solution or purchases fewer licenses than we had anticipated;

 

 

 

 

closer relationships with, and dependence upon, large technology companies that offer competitive solutions;

 

 

 

 

an RFP process that may favor incumbent or larger technology companies;

 

 

 

 

increased reputational risk as a result of data breaches or other problems involving high profile customers; and

 

 

 

 

more pressure for discounts.

 

If we are unable to increase sales of our solutions to large enterprises while mitigating the risks associated with serving such customers, our business, financial position and results of operations may suffer.

Our failure to comply with privacy and data protection laws could have a material adverse effect on our business.

Personal privacy and data protection have become significant issues in the United States, Europe and elsewhere where we offer our solutions. We collect contact and other personal or identifying information from our customers, and our customers increasingly use our cloud services to store and process personal information and other regulated data. We also maintain personal data of our employees in connection with our HR and benefits administration and share that information with third party payroll and benefits providers.

  Many federal, state and foreign government bodies and agencies have adopted or are considering adopting laws and regulations regarding the collection, use, disclosure and retention of personal information, with which we must comply.  The variety, complexity and changing nature of the privacy law landscape worldwide is challenging. If our solutions fail to adequately separate personal information and to maintain the security of enterprise applications and data, the market perception of the effectiveness of our solutions could be harmed, employee adoption of mobile initiatives could be slowed, we could lose potential sales and existing customers, and we could incur significant liabilities.  

If any of our customers or prospective customers decide not to purchase our software as a result of this regulatory uncertainty, our revenues could decline and our business could suffer. Any inability to adequately address privacy concerns, whether valid or not, or to comply with applicable privacy or data protection laws, regulations and privacy standards, could result in additional cost and liability to us, damage our reputation, inhibit sales of our solutions

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and harm our business. Furthermore, the attention garnered by the National Security Agency’s bulk intelligence collection programs may result in further concerns surrounding privacy and technology products, which could harm our business.

 

The European Union data protection law, the General Data Protection Regulation (“GDPR”), which will become effective in May 2018, is wide-ranging in scope. To adapt to these new requirements, we are investing resources necessary to enhance our policies and controls across our business units, products and services relating to how we collect and use personal data relating to customers, distributors, resellers, personnel and suppliers. Additionally, we expect that the international transfer of personal data will present ongoing compliance challenges and complicate our business transactions as we negotiate and implement suitable arrangements with international customers and international and domestic suppliers. Failure to comply may lead to fines of up to €20 million or up to 4% of the annual global revenues of the infringer, whichever is greater. EU data protection laws and their interpretations continue to develop, and may be inconsistent from jurisdiction to jurisdiction, which may further impact our information processing activities. Further, laws such as the EU’s proposed e-Privacy Regulation are increasingly aimed at the use of personal information for marketing purposes, and the tracking of individuals’ online activities. In addition, countries outside the EU are considering or have passed legislation that requires local storage and processing of data, which could increase the cost and complexity of delivering our products and services. Our current arrangements for the transfer of personal data will need to continue to adapt to future judicial decisions and regulatory activity as laws on privacy and the protection of personal data continue to evolve in the countries in which we and our customers do business. If we do not adapt to such changes in the laws or regulations, our business and reputation could be harmed.

 

The failure of third parties to comply with privacy and data security laws could harm our business.

The regulatory framework for privacy issues worldwide is currently evolving and is likely to remain uncertain for the foreseeable future, in particular as it relates to cloud computing vendors. Our existing contractual provisions may not protect us from claims for data loss or regulatory noncompliance made against cloud computing providers with whom we contract. Any failure by us or our channel partners or cloud computing vendors to comply with posted privacy policies, other privacy-related or data protection laws and regulations, or the privacy commitments contained in contracts could result in legal or regulatory proceedings and/or fines, which could harm our business and reputation.

Employee adoption of mobile initiatives depends on the credible and clear separation of enterprise applications and data and personal information on the device, as well as the privacy of such data. For our customers, it is also essential to maintain the security of enterprise data properly while retaining the native experience users expect. While we contractually obligate our customers to make the required disclosures and gain the required consents from their employees in order to comply with applicable law regarding the processing of personally identifiable information that the employer may access, we do not control whether they in fact do so, and in some jurisdictions such employee consent may not be enforceable. Any claim by an employee that his or her employer had not complied with applicable privacy laws in connection with the deployment and use of our software on the employee’s mobile device could harm our reputation and business and subject us to liability, whether or not warranted.

 

We may acquire other businesses which could require significant management attention, disrupt our business, dilute stockholder value and adversely affect our operating results.

As part of our business strategy, we may make investments in complementary companies, solutions or technologies. We may not be able to find suitable acquisition candidates, and we may not be able to complete such acquisitions on favorable terms, if at all. If we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals. In addition, if we are unsuccessful at integrating such acquisitions or developing the acquired technologies, the revenue and operating results of the combined company could be adversely affected. We have in the past and could in the future record impairment losses in connection with acquisitions. Further, the integration of an acquired company typically requires significant time and resources, and we may not be able to manage the process successfully. We may not successfully evaluate or utilize the acquired technology or personnel or accurately forecast the financial impact of an acquisition transaction, including accounting charges. We may have to pay cash, incur debt or issue equity securities to pay for any such acquisition, each of which could adversely affect our financial condition or the value of our common stock. The sale of equity or issuance of debt to finance any such acquisitions could result in dilution to our stockholders. The incurrence of indebtedness would result in increased fixed

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obligations and could also include covenants or other restrictions that would impede our ability to manage our operations.

We have indemnity obligations under our contracts with our customers and channel partners, which could have a material adverse effect on our business.

The mobile industry has been characterized by substantial patent infringement lawsuits. In our agreements with customers and channel partners, we typically agree to indemnify them for losses related to, among other things, claims by third parties of intellectual property infringement and sometimes data breaches resulting in the compromise of personal data. If any such indemnification obligations are triggered, we could face substantial liabilities or be forced to make changes to our solutions or terminate our customer agreements and refund monies. In addition, provisions regarding limitation of liability in our agreements with customers or channel partners may not be enforceable in some circumstances or jurisdictions or may not protect us from claims and related liabilities and costs. We maintain insurance to protect against certain types of claims associated with the use of our solutions, but our insurance may not adequately cover any such claims. In addition, even claims that ultimately are unsuccessful could result in expenditures of and divert management’s time and other resources. Furthermore, any legal claims from customers and channel partners could result in reputational harm and the delay or loss of market acceptance of our solutions.

A portion of our revenues are generated by sales to heavily regulated organizations and governmental entities, which are subject to a number of challenges and risks.

Some of our customers are either in highly regulated industries or are governmental entities and may be required to comply with more stringent regulations in connection with the implementation and use of our solutions. Selling to these entities can be highly competitive, expensive and time consuming, often requiring significant upfront time and expense without any assurance that we will successfully complete a sale or that the organization will deploy our solution at scale. Highly regulated and governmental entities often require contract terms that differ from our standard arrangements and impose compliance requirements that are complicated, require preferential pricing or “most favored nation” terms and conditions, or are otherwise time-consuming and expensive to satisfy. If we are unable to gain any required federal clearance or certificate in a timely manner, or at all, we would likely be prohibited from selling to particular federal customers. In addition, government demand and payment for our solutions and services may be impacted by public sector budgetary cycles and funding authorizations, particularly in light of U.S. budgetary challenges, with funding reductions or delays adversely affecting public sector demand for our solutions. The additional costs associated with providing our solutions to governmental entities and highly regulated customers could harm our margins. Moreover, changes in the underlying regulatory conditions that affect these types of customers could harm our ability to efficiently provide our solutions to them and to grow or maintain our customer base.

If our solutions do not interoperate with our customers’ IT infrastructures, sales of our solutions could be negatively affected.

Our solutions need to interoperate with our customers’ existing IT infrastructures, which have varied and complex specifications. As a result, we must attempt to ensure that our solutions interoperate effectively with these different, complex and varied back-end environments. To meet these requirements, we have and must continue to undertake development and testing efforts that require significant capital and employee resources. We may not accomplish these development efforts quickly or cost-effectively, or at all. If our solutions do not interoperate effectively, orders for our solutions could be delayed or cancelled, which would harm our revenues, gross margins and reputation, potentially resulting in the loss of existing and potential customers. The failure of our solutions to interoperate effectively within the enterprise environment may divert the attention of our engineering personnel from our development efforts and cause significant customer relations problems. In addition, if our customers are unable to implement our solutions successfully, they may not renew or expand their deployments of our solutions, customer perceptions of our solutions may be impaired and our reputation and brand may suffer.

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Although technical problems experienced by users may not be caused by our solutions, our business and reputation may be harmed if users perceive our solutions as the cause of a device failure.

The ability of our solutions to operate effectively can be negatively impacted by many different elements unrelated to our solutions. For example, a user’s experience may suffer from an incorrect setting in his or her mobile device, an issue relating to his or her employer’s corporate network or an issue relating to the underlying mobile operating system, none of which we control. Even though technical problems experienced by users may not be caused by our solutions, users often perceive the underlying cause to be a result of poor performance of our solution. This perception, even if incorrect, could harm our business and reputation.

Our customers may exceed their licensed device or user count, and it is sometimes difficult to collect payments as a result of channel logistics, which could harm our business, financial position and results of operations.

Our customers license our solutions on either a per-device or per-user basis. Because we sell the vast majority of our solutions through channel partners, and in some cases multiple tiers of channel partners, the logistics of collecting payments for excess usage can sometimes be time-consuming. We may also encounter difficulty collecting accounts receivable and could be exposed to risks associated with uncollectible accounts receivable. Economic conditions may impact some of our customers’ ability to pay their accounts payable. If we are unable to collect from our customers for their excess usage or otherwise or if we have to write down our accounts receivable, our revenues and operating results would suffer.

If the market for our solutions shrinks or does not continue to develop as we expect, our growth prospects may be harmed.

The success of our business depends on the continued growth and proliferation of mobile and other modern IT infrastructure as an increasingly important computing platform for businesses. Our business plan assumes that the demand for mobile and other modern IT solutions and the deployment of business apps on mobile devices will increase. However, the mobile IT market has slowed and may not develop as quickly as we expect, or at all, and businesses may not continue to elect to utilize mobile IT solutions as an advanced business platform. This market for our solutions may not develop for a variety of reasons, including that larger, more established companies will enter the market or that mobile operating system companies will offer substantially similar functionality or that companies may not deploy business apps at scale and thus may be satisfied with less advanced technologies. Accordingly, demand for our solutions may not continue to develop as we anticipate, or at all, and the growth of our business and results of operations may be adversely affected. In addition, because we derive substantially all of our revenue from the adoption and use of our platform, a decline or slowing growth in the mobile IT market would harm the results of our business operations more seriously than if we derived significant revenue from a variety of other products and services.

Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, we cannot assure you our business will grow at similar rates, if at all.

Growth forecasts are subject to significant uncertainty and are based on assumptions and estimates, which may not prove to be accurate. Forecasts relating to our market opportunity and the expected growth in the mobile IT market and other markets may prove to be inaccurate. Even if these markets experience the forecasted growth, we may not grow our business at similar rates, or at all. Our growth will be affected by many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties.

Seasonality may cause fluctuations in our revenue.

We believe there are significant seasonal factors that may cause us to record higher revenue in some quarters compared with others. We believe this variability is largely due to our customers’ budgetary and spending patterns, as many customers spend the unused portions of their discretionary budgets prior to the end of their fiscal years. For example, we have historically recorded our highest level of total revenue in our fourth quarter, which we believe corresponds to the fourth quarter of a majority of our customers. In addition, the type of budget (operating versus capital) available to a customer may affect its decision to purchase a perpetual license or a subscription license. As our rate of

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growth has slowed, seasonal or cyclical variations in our operations may become more pronounced, and our business, results of operations and financial position may be adversely affected.

Economic or political uncertainties or downturns could materially adversely affect our business.

Economic downturns or uncertainty could adversely affect our business operations or financial results. Negative conditions in the general economy and political sphere both in the United States and abroad, including conditions resulting from financial and credit market fluctuations and terrorist attacks on the United States, Europe, Asia Pacific or elsewhere, could cause a decrease in corporate spending on enterprise software in general and negatively affect the rate of growth of our business.   Economic downturns or economic and/or political uncertainty make it difficult for our customers and us to forecast and plan future business activities accurately, and they could cause our customers to reevaluate their decision to purchase our products, which could delay and lengthen our sales cycles, or to deprioritize the portion of their IT budget focused on mobility. We cannot predict the timing, strength or duration of any economic slowdown, economic or political instability or recovery, generally or within any particular industry or geography. If the economic conditions of the general economy or industries in which we operate worsen from present levels, our business operations and financial results could be adversely affected.

Our business is subject to the risks of earthquakes, fire, floods and other natural catastrophic events, and to interruption by manmade problems such as network security breaches, computer viruses or terrorism.

Our corporate headquarters are located in the San Francisco Bay Area, a region known for seismic activity. A significant natural disaster, such as an earthquake, fire or flood, occurring near our headquarters could have a material adverse impact on our business, operating results and financial condition. Despite the implementation of network security measures, our networks also may be vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering. In addition, natural disasters, acts of terrorism or war could cause disruptions in our or our customers’ businesses or the economy as a whole. We also rely on information technology systems to communicate among our workforce and with third parties. Any disruption to our communications or systems, whether caused by a natural disaster or by manmade problems, such as power disruptions, could adversely affect our business.

If we are unable to implement and maintain effective internal controls over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock may be negatively affected.

As a public company, we are required to maintain internal controls over financial reporting and to report any material weaknesses in such internal controls. Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act) requires that we furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. Management’s assessment needs to include disclosure of any material weaknesses identified in our internal controls over financial reporting. Our independent registered public accounting firm will not be required to attest to the effectiveness of our internal controls over financial reporting until our first annual report required to be filed with the Securities and Exchange Commission, or SEC, following the date we are no longer an “emerging growth company,” as defined in the JOBS Act. We continued to qualify as an “emerging growth company,” as defined in the JOBS Act, and our independent registered public accounting firm was not required to attest to the effectiveness of our internal controls over financial reporting for the year ended December 31, 2017. Implementation of internal controls over financial reporting can be time-consuming, costly and complicated. If we have a material weakness in our internal controls over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated. If we identify material weaknesses in our internal controls over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner, if we are unable to assert that our internal controls over financial reporting are effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, and the market price of our common stock could be negatively affected. In addition, we could become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

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If our estimates relating to our critical accounting policies are based on assumptions or judgments that change or prove to be incorrect, our operating results could fall below expectations of financial analysts and investors, resulting in a decline in our stock price.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets, liabilities, equity, revenue and expenses that are not readily apparent from other sources. Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of financial analysts and investors, resulting in a decline in our stock price. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, stock-based compensation and income taxes. Moreover, the new revenue recognition guidance, Topic 606 – Revenue from Contracts with Customers, requires more judgment than did the prior guidance.

Impairment of goodwill and other intangible assets would result in a decrease in earnings.

We have in the past and may in the future acquire intangible assets. Current accounting rules require that goodwill and other intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually. These rules also require that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events and circumstances considered in determining whether the carrying value of amortizable intangible assets and goodwill may not be recoverable include, but are not limited to, significant changes in performance relative to expected operating results, significant changes in the use of the assets, significant negative industry or economic trends, or a significant decline in our stock price and/or market capitalization for a sustained period of time. To the extent such evaluation indicates that the useful lives of intangible assets are different than originally estimated, the amortization period is reduced or extended and the quarterly amortization expense is increased or decreased. Any impairment charges or changes to estimated amortization periods could have a material adverse effect on our financial results.

Risks Related to Our Intellectual Property

We have been sued by third parties for alleged infringement of their proprietary rights and may be sued in the future.

There is considerable patent and other intellectual property development activity in our industry. Our success depends in part on not infringing the intellectual property rights of others. From time to time, our competitors or other third parties have claimed, and we expect they will continue in the future to claim, that we are infringing their intellectual property rights, and we may be found to be infringing such rights.

 

For example, in December 2015, we and Good Technology announced the settlement of our three year mutual global patent litigation between us. The settlement included a narrow, non-material license agreement between us and Good Technology and a mutual dismissal of claims.  

In the future, we may receive additional claims that our solutions infringe or violate the claimant’s intellectual property rights. However, we may be unaware of the intellectual property rights of others that may cover some or all of our solutions. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our solutions, or require that we comply with other unfavorable terms. If any of our customers are sued, we would in general be required to defend and/or settle the litigation on their behalf. In addition, if we are unable to obtain licenses or modify our solutions to make them non-infringing, we might have to refund a portion of perpetual license fees paid to us and terminate those agreements, which could further exhaust our resources. In addition, we may pay substantial settlement amounts or royalties on future solution sales to resolve claims or litigation, whether or not legitimately or successfully asserted against us. Even if we were to prevail in the actual or potential claims or litigation against us, any claim or litigation regarding our intellectual property could be costly and time-consuming and divert the attention of our

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management and key personnel from our business operations. Such disputes, with or without merit, could also cause potential customers to refrain from purchasing our solutions or otherwise cause us reputational harm.

We have been sued by non-practicing entities, or NPEs, for patent infringement in the past and may be sued by NPEs in the future. While we have settled such litigation in the past, these lawsuits, with or without merit, require management attention and can be expensive.

If we are unable to protect our intellectual property rights, our competitive position could be harmed or we could be required to incur significant expenses to enforce our rights.

Our ability to compete effectively is dependent in part upon our ability to protect our proprietary technology. We protect our proprietary information and technology through licensing agreements, third-party nondisclosure agreements and other contractual provisions, as well as through patent, trademark, copyright and trade secret laws in the United States and similar laws in other countries. There can be no assurance that these protections will be available in all cases or will be adequate to prevent our competitors from copying, reverse engineering or otherwise obtaining and using our technology, proprietary rights or solutions. The laws of some foreign countries, including countries in which our solutions are sold, may not be as protective of intellectual property rights as those in the United States, and mechanisms for enforcement of intellectual property rights may be inadequate. In addition, third parties may seek to challenge, invalidate or circumvent our patents, trademarks, copyrights and trade secrets, or applications for any of the foregoing. There can be no assurance that our competitors will not independently develop technologies that are substantially equivalent or superior to our technology or design around our proprietary rights. In each case, our ability to compete could be significantly impaired.

To prevent substantial unauthorized use of our intellectual property rights, it may be necessary to prosecute actions for infringement and/or misappropriation of our proprietary rights against third parties. Any such action could result in significant costs and diversion of our resources and management’s attention, and there can be no assurance that we will be successful in such action.

Furthermore, many of our current and potential competitors have the ability to dedicate substantially greater resources to enforce their intellectual property rights than we do. Accordingly, despite our efforts, we may not be able to prevent third parties from infringing upon or misappropriating our intellectual property.

Our use of open source software could impose limitations on our ability to commercialize our solutions.

Our solutions contain software modules licensed for use from third-party authors under open source licenses, including the GNU Public License, the GNU Lesser Public License, the Apache License and others. Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. Some open source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type of open source software we use. If we combine our proprietary solutions with open source software in a certain manner, we could, under certain of the open source licenses, be required to release the source code of our proprietary solutions to the public or offer our solutions to users at no cost. This could allow our competitors to create similar solutions with lower development effort and time and ultimately could result in a loss of sales for us.

The terms of many open source licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our solutions. In such event, we could be required to seek licenses from third parties in order to continue offering our solutions, to re-engineer our solutions or to discontinue the sale of our solutions in the event re-engineering cannot be accomplished on a timely basis, any of which could materially and adversely affect our business and operating results.

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Risks Related to Our International Operations

Our international operations expose us to additional business risks, and failure to manage these risks may adversely affect our international revenue.

We derive a significant portion of our revenues from customers outside the United States. For the three months ended March 31, 2018 and for years ended December 31, 2017 and 2016, 57%, 53%, and 54% of our revenue, respectively, was attributable to our international customers, primarily those located in Europe. As of December 31, 2017, approximately 47% of our employees were located abroad.

We expect that our international activities will be dynamic over the foreseeable future as we continue to pursue opportunities in international markets, which will require significant management attention and financial resources. Therefore, we are subject to risks associated with having worldwide operations.

We have a limited history of marketing, selling and supporting our solutions internationally. As a result, we must hire and train experienced personnel to staff and manage our foreign operations. To the extent that we experience difficulties in recruiting, training, managing and retaining an international staff, and specifically staff related to sales and engineering, we may experience difficulties in foreign markets. In addition, business practices in the international markets that we serve may differ from those in the United States and may require us to include non-standard terms in customer contracts, such as extended warranty terms. To the extent that we may enter into customer contracts in the future that include non-standard terms related to payment, warranties or performance obligations, our operating results may be adversely affected. International operations are subject to other inherent risks, and our future results could be adversely affected by a number of factors, including:

 

 

 

 

difficulties in executing an international channel partners strategy;

 

 

 

 

burdens of complying with a wide variety of foreign laws, including heightened concerns and legal requirements relating to data and privacy;

 

 

 

 

economic or political instability and security concerns in countries outside the United States in which we operate or have customers ;

 

 

 

 

unfavorable contractual terms or difficulties in negotiating contracts with foreign customers or channel partners as a result of varying and complex laws and contractual norms;

 

 

 

 

difficulties in providing support and training to channel partners and customers in foreign countries and languages;

 

 

 

 

heightened risks of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results or result in fines and penalties;

 

 

 

 

difficulties and costs of attracting and retaining employees and managing foreign operations

 

 

 

 

import restrictions and the need to comply with export laws;

 

 

 

 

difficulties in protecting intellectual property;

 

 

 

 

difficulties in enforcing contracts and longer accounts receivable payment cycles;

 

 

 

 

the effect of foreign exchange fluctuations on the competitiveness of our prices;

 

 

 

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potentially adverse tax consequences;

 

 

 

 

the increased cost of terminating employees in some countries; and

 

 

 

 

variability of foreign economic, political and labor conditions.

 

 

 

 

As we continue to expand our business globally, our success will depend, in large part, on our ability to anticipate and manage effectively these and other risks associated with our international operations. Our failure to manage any of these risks successfully could harm our international operations and reduce our international sales, adversely affecting our business, operating results and financial condition.

We rely on channel partners to sell our solutions in international markets, the loss of which could materially reduce our revenue.

We sell our solutions in international markets almost entirely through channel partners. We believe that establishing and maintaining successful relationships with these channel partners is, and will continue to be, critical to our financial success. Recruiting and retaining qualified channel partners and training them to be knowledgeable about our solutions requires significant time and resources. In some countries, we rely on a sole or very few channel partners and thus the loss of the channel partner could have a significant impact on our sales and support in those countries. To develop and expand our distribution channel, we must continue to scale and improve our processes and procedures that support our channel, including investment in systems and training. In particular, foreign-based service provider partners are large and complex businesses, and we may have difficulty negotiating and building successful business relationships with them.

In addition, existing and future channel partners will only partner with us if we are able to provide them with competitive offerings on terms that are commercially reasonable to them. If we fail to maintain the quality of our solutions or to update and enhance them or to offer them at competitive discounts, existing and future channel partners may elect to partner with one or more of our competitors. In addition, the terms of our arrangements with our channel partners must be commercially reasonable for both parties. If we are unable to reach agreements that are beneficial to both parties, then our channel partner relationships will not succeed. In addition, international channel partners often rely on business models that favor our on premises product over our cloud product because in the former, the channel partner may host and manage the software for, and provide additional administrative, support, training and other services to, the mutual customer for additional fees. This situation could impede sales of our cloud product in certain international markets.

If we fail to maintain relationships with our channel partners, fail to develop new relationships with other channel partners in new markets, fail to manage, train or incentivize existing channel partners effectively, or fail to provide channel partners with competitive solutions on terms acceptable to them, or if these partners are not successful in their sales efforts, our revenue may decrease and our operating results could suffer.

We have no long-term contracts or minimum purchase commitments with any of our channel partners, and our contracts with channel partners do not prohibit them from offering solutions that compete with ours, including solutions they currently offer or may develop in the future and incorporate into their own systems. Some of our competitors may have stronger relationships with our channel partners than we do, and we have limited control, if any, as to whether those partners sell our solutions, rather than our competitors’ solutions, or whether they devote resources to market and support our competitors’ solutions, rather than our solutions. Our failure to establish and maintain successful relationships with channel partners could materially adversely affect our business, operating results and financial condition.

Failure to comply with the U.S. Foreign Corrupt Practices Act and similar laws associated with our activities outside the United States could subject us to penalties and other adverse consequences.

A significant portion of our revenues is and will continue to be from jurisdictions outside of the United States. As a result, we are subject to the U.S. Foreign Corrupt Practices Act, or FCPA, which generally prohibits U.S.

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companies and their intermediaries from making payments to corrupt foreign officials for the purpose of obtaining or keeping business or otherwise obtaining favorable treatment, and requires companies to maintain adequate record-keeping and internal accounting practices to accurately reflect the transactions of the company. The FCPA applies to companies, individual directors, officers, employees and agents. Under the FCPA, we may be held liable for actions taken by strategic or local partners or representatives. In addition, the government may seek to hold us liable for successor liability FCPA violations committed by companies that we acquire.

In many foreign countries, particularly in countries with developing economies, including many countries in which we operate, it may be a local custom that businesses operating in such countries engage in business practices that are prohibited by the FCPA or other similar laws and regulations. Although we have contractual provisions in our agreements with channel partners that require them to comply with the FCPA and similar laws, we have not engaged in formal FCPA training of our channel partners. Our channel partners could take actions in violation of our policies, for which we may be ultimately held responsible. Our development of infrastructure designed to identify FCPA matters and monitor compliance is at an early stage. If we or our intermediaries fail to comply with the requirements of the FCPA or other anti-corruption laws, governmental authorities in the U.S. or elsewhere could seek to impose civil and/or criminal penalties, which could have a material adverse effect on our business, results of operations, financial conditions and cash flows.

We are subject to export controls, and our customers and channel partners are subject to import controls.

Certain of our solutions are subject to U.S. export controls and may be exported to certain countries outside the U.S. only by first obtaining an export license from the U.S. government, or by utilizing an existing export license exception, or after clearing U.S. government agency review. Obtaining the necessary export license or accomplishing a U.S. government review for a particular export may be time-consuming and may result in the delay or loss of sales opportunities. Furthermore, U.S. export control laws and economic sanctions prohibit the shipment of certain solutions to U.S. embargoed or sanctioned countries, governments and persons. If we were to fail to comply with U.S. export law requirements, U.S. customs regulations, U.S. economic sanctions or other applicable U.S. laws, we could be subject to substantial civil and criminal penalties, including fines, incarceration for responsible employees and managers and the possible loss of export or import privileges. U.S. export controls, sanctions and regulations apply to our channel partners as well as to us. Any failure by our channel partners to comply with such laws, regulations or sanctions could have negative consequences, including reputational harm, government investigations and penalties.

In addition, various countries regulate the import of certain encryption and other technology by requiring an import permit, authorization, pre-classification, import certification and/or an import license. Some countries have enacted laws that could limit our customers’ ability to implement our solutions in those countries.

Changes in our solutions or changes in export and import regulations may create delays in the introduction of our solutions into international markets, prevent our customers with international operations from deploying our solutions globally or, in some cases, prevent the export or import of our solutions to certain countries, governments or persons altogether. In addition, any change in export or import regulations, economic sanctions or related legislation, shift in the enforcement or scope of existing regulations, or change in the countries, governments, persons or technologies targeted by such regulations, could result in decreased use of our solutions by, or in our decreased ability to export or sell our solutions to, existing or potential customers with international operations. Any decreased use of our solutions or limitation on our ability to export or sell our solutions would likely adversely affect our business, financial condition and operating results.

Risks Related to Ownership of Our Common Stock

Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.

In general, under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating losses, or NOLs, to offset future taxable income. Our existing NOLs may be subject to limitations arising from previous ownership changes. Future changes in our stock ownership, some of which are outside of our control, could result in an ownership change. Furthermore, our ability to utilize NOLs of companies that we may acquire in the future may be subject to

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limitations. There is also a risk that due to regulatory changes, such as suspensions on the use of NOLs, or other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable to offset future income tax liabilities. For these reasons, we may not be able to utilize a material portion of the NOLs reflected on our balance sheet, even if we attain profitability.

The price of our common stock has been and may continue to be weak, and you could lose all or part of your investment.

The trading price of our common stock has declined since our Initial Public Offering, and the shares are thinly traded. The trading price of our common stock depends on a number of factors, including those described in this “Risk Factors” section, many of which are beyond our control and may not be related to our operating performance.

Since shares of our common stock were sold at our initial public offering, our stock price has ranged from as low as $2.56 to as high as $12.96 through March 31, 2018. These fluctuations could cause you to lose all or part of your investment in our common stock, because you might be unable to sell your shares at or above the price you paid. Factors that could cause fluctuations in the trading price of our common stock include the following:

 

 

 

             

failure to meet quarterly guidance with regard to revenue, billings, cash flow breakeven or other key metrics;

 

 

 

 

price and volume fluctuations in the overall stock market from time to time;

 

 

 

 

volatility in the market prices and trading volumes of high technology stocks;

 

 

 

 

changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;

 

 

 

 

sales of shares of our common stock by us or our stockholders;

 

 

 

 

failure of financial analysts to maintain coverage of us, changes in financial estimates by any analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

 

 

 

 

announcements by us or our competitors of new products or new or terminated significant contracts, commercial relationships or capital commitments;

 

 

 

 

the public’s reaction to our press releases, other public announcements and filings with the SEC;

 

 

 

 

rumors and market speculation involving us or other companies in our industry;

 

 

 

 

actual or anticipated changes in our results of operations or fluctuations in our operating results;

 

 

 

 

actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;

 

 

 

 

litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;

 

 

 

 

developments or disputes concerning our intellectual property or other proprietary rights;

 

 

 

 

announced or completed acquisitions of businesses or technologies by us or our competitors;

 

 

 

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new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

 

 

 

 

changes in accounting standards, policies, guidelines, interpretations or principles;

 

 

 

 

any major change in our management;

 

 

 

 

general economic conditions and slow or negative growth of our markets; and

 

 

 

 

other events or factors, including those resulting from war, incidents of terrorism or responses to these events.

 

In addition, broad market and industry factors may seriously affect the market price of our common stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market prices of particular companies’ securities, securities class action litigation has often been instituted against these companies. Litigation of this type has been instituted against us, and could result in substantial costs and a diversion of our management’s attention and resources.

If financial or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts or the content and opinions included in their reports. If any of the analysts who cover us issue an adverse or misleading opinion regarding our stock price, our stock price would likely decline. Financial analysts have in the past ceased coverage of our stock or published adverse reports, and this may recur in the future. Any cessation of coverage or adverse reports would likely cause our stock price or trading volume to decline. 

Insiders continue to have substantial control over our company, which could limit your ability to influence the outcome of key transactions, including a change of control.

Our directors, executive officers and each of our stockholders who own greater than 5% of our outstanding common stock and their affiliates, in the aggregate, own approximately 39% of the outstanding shares of our common stock as of March 31, 2018. As a result, these stockholders, if acting together, will be able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deter certain public investors from purchasing our common stock and might ultimately affect the market price of our common stock.

We have in the past failed, and may in the future fail, to meet our publicly announced guidance or other expectations about our business and future operating results, which has in the past caused, and would in the future cause, our stock price to decline.

We have provided and may continue to provide guidance about our business and future operating results as part of our press releases, conference calls or otherwise. In developing this guidance, our management must make certain assumptions and judgments about our future performance. Our business results may vary significantly from such guidance due to a number of factors, many of which are outside of our control, and which could adversely affect our operations and operating results. Furthermore, if our publicly announced guidance of future operating results fails to meet expectations of securities analysts, investors or other interested parties, the price of our common stock would decline.

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The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

As a public company, we are or will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the NASDAQ Global Stock Market and other applicable securities rules and regulations. Compliance with these rules and regulations may further increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results.

Being a public company has made it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These and other factors, including the decline in our stock price and the other risks described in this “Risk Factors” section, could also make it more difficult for us to attract and retain qualified executive officers and qualified members of our board of directors, particularly to serve on our audit committee and compensation committee.

We are an “Emerging Growth Company,” and any decision on our part to comply only with certain reduced disclosure requirements applicable to Emerging Growth Companies could make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act enacted in April 2012, and, for as long as we continue to be an “emerging growth company,” we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies, but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We will remain an “emerging growth company” until the earliest to occur of (i) the last day of the year in which we have more than $1.0 billion in annual revenue; (ii) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; (iii) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; and (iv) the last day of the year ending after the fifth anniversary of the completion of our initial public offering. We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and our stock price may be more volatile. For the year ended December 31, 2017, we continued to qualify as an “emerging growth company” as defined in the JOBS Act.

Our future capital needs are uncertain, and we may need to raise additional funds in the future. If we require additional funds in the future, those funds may not be available on acceptable terms, or at all.

We may need to raise substantial additional capital in the future to:

 

 

 

             

fund our operations;

 

 

 

 

continue our research and development;

 

 

 

 

develop and commercialize new solutions; or

 

 

 

 

acquire companies, in-licensed solutions or intellectual property.

 

Our future funding requirements will depend on many factors, including:

 

 

 

             

market acceptance of our solutions;

 

 

 

 

the cost of our research and development activities;

 

 

 

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the cost of defending and resolving litigation or other legal disputes;

 

 

 

 

the cost and timing of establishing additional sales, marketing and distribution capabilities;

 

 

 

 

the cost and timing of establishing additional technical support capabilities;

 

 

 

 

the effect of competing technological and market developments; and

 

 

 

 

the market for different types of funding and overall economic conditions.

 

 

 

 

We may require additional funds in the future, and we may not be able to obtain those funds on acceptable terms, or at all. If we raise additional funds by issuing equity securities, our stockholders may experience dilution. Debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. Any debt or additional equity financing that we raise may contain terms that are not favorable to us or our stockholders.

If we do not have, or are not able to obtain, sufficient funds, we may have to delay development or commercialization of our solutions. If we are unable to raise adequate funds, we may have to liquidate some or all of our assets, or delay, reduce the scope of or eliminate some or all of our development programs. We also may have to reduce marketing, customer support or other resources devoted to our solutions or cease operations. Any of these actions could harm our operating results.

Sales of substantial amounts of our common stock in the public markets, or the perception that these sales might occur, could reduce the price that our common stock might otherwise attain and may dilute your voting power and your ownership interest in us.

Sales of a substantial number of shares of our common stock in the public market, or the perception that these sales could occur, could adversely affect the market price of our common stock and may make it more difficult for you to sell your common stock at a time and price that you deem appropriate. At March 31, 2018, we have 100,608,155 shares of common stock outstanding, excluding any potential exercises of our outstanding stock options and vesting of RSUs.

 

In the future, we may issue additional shares of common stock, or securities with convertible features into our common stock, from time to time in connection with our employee equity plans, financings, acquisitions and investments or otherwise. 

In February 2016, our Compensation Committee approved the issuance of 1,653,371 shares of common stock under our 2015 Non-Executive Bonus Plan. No shares were issued under our 2015 Executive Bonus Plan. For 2016, we implemented two stock-settled bonus plans, one for executives and one for non-executives, which resulted in the issuance of 1,010,550 shares of common stock in the first quarter of 2017. On June 14, 2017, our shareholders approved in a proxy vote the amendment and restatement of our 2014 Employee Stock Purchase Plan, or ESPP, to provide for a one-time increase of 1,200,000 shares of common stock available for issuance under the ESPP. In February of 2018, we issued 1,220,822 shares of common stock under our 2017 Executive and Non-Executive Stock-Settled Bonus Plans. In March and April 2018, we approved 2018 Non-Executive and Executive Stock-Settled Bonus Plans. The issuance of shares of common stock under RSUs, future bonus programs, or our ESPP could result in substantial dilution to our existing stockholders and cause the trading price of our common stock to decline.

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Certain provisions in our charter documents and Delaware law could limit attempts by our stockholders to replace or remove our board of directors or current management and limit the market price of our common stock.

Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management. These provisions include the following:

 

 

 

             

our board of directors has the right to elect directors to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

 

 

 

 

our stockholders may not act by written consent or call special stockholders’ meetings; as a result, a holder, or holders, controlling a majority of our capital stock would not be able to take certain actions other than at annual stockholders’ meetings or special stockholders’ meetings called by the board of directors, the chairman of the board, the chief executive officer or the president;

 

 

 

 

our certificate of incorporation prohibits cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

 

 

 

 

 

 

stockholders must provide advance notice and additional disclosures in order to nominate individuals for election to the board of directors or to propose matters that can be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company; and

 

 

 

 

our board of directors may issue, without stockholder approval, shares of undesignated preferred stock; the ability to issue undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us.

 

As a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction. Our board of directors could rely on Delaware law to prevent or delay an acquisition of our company.

Our executive officers are entitled to accelerated vesting of their stock options pursuant to the terms of their employment arrangements under certain conditions following a change of control of the Company. In addition to the arrangements currently in place with some of our executive officers, we may enter into similar arrangements in the future with other officers. Such arrangements could delay or discourage a potential acquisition of the Company.

Our financial results may be adversely affected by changes in accounting principles applicable to us.

 

U.S. GAAP are subject to interpretation by the Financial Accounting Standards Board (“FASB”), the SEC, and other various bodies formed to promulgate and interpret appropriate accounting principles. For example, in May 2014, the FASB issued accounting standards update No. 2014-09 (Topic 606), Revenue from Contracts with Customers, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. We were required to implement this guidance in the first quarter of our fiscal year 2018. The most significant impact relates to our accounting for subscriptions to our on-premise licenses, specifically, as under the new standard we recognize revenue from those subscriptions predominantly at the time of billing rather than ratably over the license term, potentially making revenue more volatile and difficult to predict. In addition, accounting for commissions is impacted significantly as we capitalize and amortize most commissions under the new standard instead of expensing commissions as incurred. Due to the complexity of certain of our contracts, the revenue recognition treatment required under the new standard is dependent on contract-specific terms. Any difficulties in adequately accounting under the new standard could cause us to fail to meet our financial reporting obligations, which could result in regulatory discipline and h arm investors’ confidence in us. In addition, to adopt the new standard we implemented a new revenue recognition module in our accounting system,

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hired consultants and increased our spending on audit fees, thereby increasing our general and administrative expense through March 31, 2018 and we will incur higher audit fees going forward.

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

The majority of restricted stock units are subject to vesting. The underlying shares of common stock are issued when the restricted stock units vest. The majority of participants choose to participate in broker-assisted automatic sales program to satisfy their applicable tax withholding requirements. We do not treat the shares sold pursuant to this automatic sales program as common stock repurchases (see Note 9 to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q).

 

We withheld shares through net settlements (where the award holder receives the net of the shares vested, after surrendering a portion of the shares back to the company for tax withholding) for our stock-settled bonus programs (the 2017 Executive Bonus Plan and 2017 Non-executive Bonus Plan) . The following table provides a summary of the purchase activity upon the employee vesting and release of shares under the stock-settled bonus programs to satisfy tax withholding obligations in 2018:

 

 

 

 

 

 

 

 

 

    

Total number of shares

    

 

 

Period

 

repurchased

 

Average   price   paid   per   share

 

February 1, 2018 through February 28, 2018

 

752,564

 

$

4.95

 

Total shares repurchased

 

752,564

 

$

4.95

 

 

 

These purchases represent shares cancelled when surrendered in lieu of cash payments for tax obligations due from employees. These shares were not purchased as part of a publicly announced program to purchase shares

 

Through of March 31, 2018, we have used proceeds from our IPO to fund our operations, including hiring employees in all major functional areas. We maintain the remaining cash received from our IPO in cash and cash equivalents and short-term investments. As of March 31, 2018, no portion of the proceeds from our IPO have been paid by us directly or indirectly to any of our directors or officers (or their associates) or persons owning ten percent or more of any class of our equity securities or to any other affiliates, other than payments in the ordinary course of business to officers for salaries and bonuses, and payments to our directors for service on our Board of Directors or on committees of our Board of Directors.

 

Item 3. Defaults Upon Senior Securities

 

Not applicable.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

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Item 5. Other Information

 

2017 Selected Quarterly Financial Information, as amended for adoption of ASC 606:

 

 

 

 

 

 

 

 

 

 

 

 

 

MOBILEIRON, INC.

QUARTERLY CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except for per share data)

(Unaudited)

 

 

Three Months Ended

 

 

March 31.

 

June 30,

 

September 30,

 

December 31,

 

 

2017

 

2017

 

2017

 

2017

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

License

 

$

14,420

 

$

14,778

 

$

16,531

 

$

18,306

Cloud services

 

 

9,023

 

 

9,549

 

 

9,539

 

 

10,617

Software support and services

 

 

18,666

 

 

18,752

 

 

19,437

 

 

20,140

Total revenue

 

 

42,109

 

 

43,079

 

 

45,507

 

 

49,063

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

License (2)

 

 

447

 

 

534

 

 

708

 

 

514

Cloud services (1)

 

 

1,946

 

 

2,248

 

 

2,318

 

 

2,335

Software support and services (1)

 

 

4,877

 

 

5,249

 

 

4,681

 

 

4,369

Restructuring charges

 

 

 -

 

 

 -

 

 

311

 

 

 -

Total cost of revenue

 

 

7,270

 

 

8,031

 

 

8,018

 

 

7,218

Gross profit

 

 

34,839

 

 

35,048

 

 

37,489

 

 

41,845

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 Research and development (1)

 

 

17,193

 

 

19,666

 

 

19,581

 

 

18,910

 Sales and marketing (1)

 

 

23,663

 

 

26,145

 

 

23,920

 

 

23,079

 General and administrative (1)

 

 

6,188

 

 

7,840

 

 

7,210

 

 

6,853

 Litigation settlement charge

 

 

1,143

 

 

 -

 

 

 -

 

 

 -

 Restructuring expense

 

 

 -

 

 

 -

 

 

489

 

 

549

          Total operating expenses

 

 

48,187

 

 

53,651

 

 

51,200

 

 

49,391

Operating loss

 

 

(13,348)

 

 

(18,603)

 

 

(13,711)

 

 

(7,546)

Other income - net

 

 

174

 

 

339

 

 

188

 

 

287

Loss before income taxes

 

 

(13,174)

 

 

(18,264)

 

 

(13,523)

 

 

(7,259)

Income tax expense

 

 

199

 

 

324

 

 

358

 

 

261

Net loss

 

$

(13,373)

 

$

(18,588)

 

$

(13,881)

 

$

(7,520)

Net loss per share, basic and diluted

 

$

(0.15)

 

$

(0.20)

 

$

(0.15)

 

$

(0.08)

Weighted-average shares used to compute net loss per share, basic and diluted

 

 

90,439

 

 

92,963

 

 

95,024

 

 

96,574

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)  Includes stock-based compensation expense as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

 

 

 

 

 

 

 

 

 

 

License

 

$

 -

 

$

 -

 

$

 -

 

$

 -

Cloud services

 

 

82

 

 

268

 

 

225

 

 

262

Software support and services

 

 

619

 

 

958

 

 

707

 

 

651

Research and development

 

 

2,766

 

 

4,366

 

 

3,914

 

 

3,474

Sales and marketing

 

 

1,772

 

 

2,582

 

 

2,258

 

 

2,047

General and administrative

 

 

1,308

 

 

2,450

 

 

1,974

 

 

1,048

 

 

$

6,547

 

$

10,624

 

$

9,078

 

$

7,482

 

 

 

 

 

 

 

 

 

 

 

 

 

(2)  Includes amortization of intangible assets as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

 

 

 

 

 

 

 

 

 

 

Perpetual license

 

$

154

 

$

154

 

$

137

 

$

100

 

 

$

154

 

$

154

 

$

137

 

$

100

 

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Three Months Ended

 

 

March 31.

 

June 30,

 

September 30,

 

December 31,

(in thousands)

 

2017

 

2017

 

2017

 

2017

Disaggregation of Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Perpetual license

 

$

11,138

 

$

10,957

 

$

11,393

 

$

14,552

Professional services

 

 

685

 

 

709

 

 

844

 

 

902

Non-recurring revenue

 

 

11,823

 

 

11,666

 

 

12,237

 

 

15,454

Upfront on-premise subscription

 

 

3,282

 

 

3,821

 

 

5,137

 

 

3,754

Ratable on-premise subscription

 

 

3,735

 

 

3,593

 

 

3,583

 

 

3,868

Cloud services

 

 

9,023

 

 

9,549

 

 

9,539

 

 

10,617

Software support on perpetual licenses

 

 

14,246

 

 

14,450

 

 

15,011

 

 

15,370

Recurring revenue

 

 

30,286

 

 

31,413

 

 

33,270

 

 

33,609

Total revenue

 

$

42,109

 

$

43,079

 

$

45,507

 

$

49,063

 

75


 

Table of Contents  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MOBILEIRON, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Amounts in thousands, except for per share data and percentages)

(Unaudited)

 

 

Three Months Ended

 

 

March 31.

 

June 30,

 

September 30,

 

December 31,

 

 

 

2017

 

2017

 

2017

 

2017

 

Non-GAAP gross profit reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP gross profit

 

$

34,839

 

$

35,048

 

$

37,489

 

$

41,845

 

Stock-based compensation expenses

 

 

701

 

 

1,226

 

 

932

 

 

913

 

Amortization of intangible assets

 

 

154

 

 

154

 

 

137

 

 

100

 

Restructuring charge

 

 

 -

 

 

 -

 

 

311

 

 

 -

 

Non-GAAP gross profit

 

$

35,694

 

$

36,428

 

$

38,869

 

$

42,858

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP gross margin reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP gross margin: GAAP gross profit over total revenue

 

 

82.7

%

 

81.4

%

 

82.4

%

 

85.3

%

GAAP to non-GAAP gross margin adjustments

 

 

2.1

%

 

3.2

%

 

3.0

%

 

2.1

%

Non-GAAP gross margin: Non-GAAP gross profit over total revenue

 

 

84.8

%

 

84.6

%

 

85.4

%

 

87.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP operating loss reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP operating loss

 

$

(13,348)

 

$

(18,603)

 

$

(13,711)

 

$

(7,546)

 

Stock-based compensation expenses

 

 

6,547

 

 

10,624

 

 

9,078

 

 

7,482

 

Amortization of intangible assets

 

 

154

 

 

154

 

 

137

 

 

100

 

Litigation settlement charge

 

 

1,143

 

 

 -

 

 

 -

 

 

 -

 

Restructuring charge

 

 

 -

 

 

 -

 

 

800

 

 

549

 

Non-GAAP operating loss

 

$

(5,504)

 

$

(7,825)

 

$

(3,696)

 

$

585

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP operating margin reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP operating margin: GAAP operating loss over total revenue

 

 

(31.7)

%

 

(43.2)

%

 

(30.1)

%

 

(15.4)

%

GAAP to non-GAAP operating margin adjustments

 

 

18.6

%

 

25.0

%

 

22.0

%

 

16.6

%

Non-GAAP operating margin: Non-GAAP operating loss over total revenue

 

 

(13.1)

%

 

(18.2)

%

 

(8.1)

%

 

1.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP net loss reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net loss

 

$

(13,373)

 

$

(18,588)

 

$

(13,881)

 

$

(7,520)

 

Stock-based compensation expenses

 

 

6,547

 

 

10,624

 

 

9,078

 

 

7,482

 

Amortization of intangible assets

 

 

154

 

 

154

 

 

137

 

 

100

 

Litigation settlement charge

 

 

1,143

 

 

 -

 

 

 -

 

 

 -

 

Restructuring charge

 

 

 -

 

 

 -

 

 

800

 

 

549

 

Non-GAAP net loss

 

$

(5,529)

 

$

(7,810)

 

$

(3,866)

 

$

611

 

Non-GAAP net loss per share reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net loss per share

 

$

(0.15)

 

$

(0.20)

 

$

(0.15)

 

$

(0.08)

 

Stock-based compensation expenses

 

 

0.08

 

 

0.12

 

 

0.10

 

 

0.08

 

Amortization of intangible assets

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

Litigation settlement charge

 

 

0.01

 

 

 -

 

 

 -

 

 

 -

 

Restructuring charge

 

 

 -

 

 

 -

 

 

0.01

 

 

0.01

 

Non-GAAP net loss per share

 

$

(0.06)

 

$

(0.08)

 

$

(0.04)

 

$

0.01

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Billings reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

$

42,109

 

$

43,079

 

$

45,507

 

$

49,063

 

Total unearned revenue, end of period

 

 

64,043

 

 

63,712

 

 

66,932

 

 

77,022

 

Less: Total unearned revenue, beginning of period

 

 

(60,588)

 

 

(64,043)

 

 

(63,712)

 

 

(66,932)

 

Total customer arrangements with termination rights, end of period

 

 

14,210

 

 

16,323

 

 

18,581

 

 

19,546

 

Less: Total customer arrangements with termination rights, beginning of period

 

 

(14,198)

 

 

(14,210)

 

 

(16,323)

 

 

(18,581)

 

Total unbilled accounts receivable, end of period

 

 

(3,013)

 

 

(3,008)

 

 

(3,636)

 

 

(3,435)

 

Less: Total unbilled accounts receivable, beginning of period

 

 

2,811

 

 

3,013

 

 

3,008

 

 

3,636

 

Billings

 

$

45,374

 

$

44,866

 

$

50,357

 

$

60,319

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Free cash flow reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash provided by operating activities

 

$

724

 

$

(3,840)

 

$

(4,249)

 

$

10,399

 

Purchase of property and equipment

 

 

(393)

 

 

(529)

 

 

(4,124)

 

 

(1,408)

 

Free cash flow

 

$

331

 

$

(4,369)

 

$

(8,373)

 

$

8,991

 

76


 

Table of Contents  

2016 Selected Quarterly Financial Information, as amended for adoption of ASC 606:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MOBILEIRON, INC.

QUARTERLY CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except for per share data)

(Unaudited)

 

 

Three Months Ended

 

 

March 31,

 

June 30,

 

September 30,

 

December 31,

 

 

2016

 

2016

 

2016

 

2016

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

License

 

$

14,777

 

$

15,063

 

$

17,042

 

$

19,465

Cloud services

 

 

7,327

 

 

7,106

 

 

8,043

 

 

8,617

Software support and services

 

 

15,941

 

 

17,160

 

 

17,674

 

 

17,967

Total revenue

 

 

38,045

 

 

39,329

 

 

42,759

 

 

46,049

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

License (2)

 

 

866

 

 

697

 

 

726

 

 

607

Cloud services (1)

 

 

1,896

 

 

2,167

 

 

2,201

 

 

2,110

Software support and services (1)

 

 

4,508

 

 

5,253

 

 

4,701

 

 

4,635

Restructuring charges

 

 

 -

 

 

 -

 

 

181

 

 

 -

Total cost of revenue

 

 

7,270

 

 

8,117

 

 

7,809

 

 

7,352

Gross profit

 

 

30,775

 

 

31,212

 

 

34,950

 

 

38,697

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 Research and development (1)

 

 

16,927

 

 

18,019

 

 

16,238

 

 

16,213

 Sales and marketing (1)

 

 

26,283

 

 

27,871

 

 

23,772

 

 

24,402

 General and administrative (1)

 

 

7,548

 

 

8,265

 

 

6,961

 

 

6,921

 Restructuring expense

 

 

 -

 

 

 -

 

 

871

 

 

 -

          Total operating expenses

 

 

50,758

 

 

54,155

 

 

47,842

 

 

47,536

Operating loss

 

 

(19,983)

 

 

(22,943)

 

 

(12,892)

 

 

(8,839)

Other income (expense) - net

 

 

135

 

 

30

 

 

19

 

 

(39)

Loss before income taxes

 

 

(19,848)

 

 

(22,913)

 

 

(12,873)

 

 

(8,878)

Income tax expense

 

 

176

 

 

198

 

 

298

 

 

310

Net loss

 

$

(20,024)

 

$

(23,111)

 

$

(13,171)

 

$

(9,188)

Net loss per share, basic and diluted

 

$

(0.24)

 

$

(0.27)

 

$

(0.15)

 

$

(0.10)

Weighted-average shares used to compute net loss per share, basic and diluted

 

 

82,977

 

 

85,317

 

 

86,713

 

 

88,335

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)  Includes stock-based compensation expense as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

 

 

 

 

 

 

 

 

 

 

License

 

$

 -

 

$

 -

 

$

 -

 

$

 -

Cloud services

 

 

100

 

 

241

 

 

183

 

 

207

Software support and services

 

 

290

 

 

814

 

 

564

 

 

644

Research and development

 

 

2,601

 

 

3,812

 

 

2,709

 

 

2,606

Sales and marketing

 

 

3,119

 

 

2,992

 

 

2,307

 

 

2,056

General and administrative

 

 

2,139

 

 

2,686

 

 

2,109

 

 

2,210

 

 

$

8,249

 

$

10,545

 

$

7,872

 

$

7,723

 

 

 

 

 

 

 

 

 

 

 

 

 

(2)  Includes amortization of intangible assets as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

 

 

 

 

 

 

 

 

 

 

Perpetual license

 

$

154

 

$

154

 

$

154

 

$

154

 

 

$

154

 

$

154

 

$

154

 

$

154

 

77


 

Table of Contents  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31,

 

June 30,

 

September 30,

 

December 31,

(in thousands)

 

2016

 

2016

 

2016

 

2016

Disaggregation of Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Perpetual license

 

$

11,549

 

$

10,845

 

$

12,760

 

$

15,579

Professional services

 

 

760

 

 

905

 

 

821

 

 

583

Non-recurring revenue

 

 

12,309

 

 

11,750

 

 

13,581

 

 

16,162

Upfront on-premise subscription

 

 

3,228

 

 

4,218

 

 

4,282

 

 

3,886

Ratable on-premise subscription

 

 

3,450

 

 

3,625

 

 

3,548

 

 

3,677

Cloud services

 

 

7,327

 

 

7,106

 

 

8,043

 

 

8,617

Software support on perpetual licenses

 

 

11,731

 

 

12,630

 

 

13,305

 

 

13,707

Recurring revenue

 

 

25,736

 

 

27,579

 

 

29,178

 

 

29,887

Total revenue

 

$

38,045

 

$

39,329

 

$

42,759

 

$

46,049

 

78


 

Table of Contents  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MOBILEIRON, INC.

 

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

 

(Amounts in thousands, except for per share data and percentages)

 

(Unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

June 30,

 

September 30,

 

December 31,

 

 

 

2016

 

2016

 

2016

 

2016

 

Non-GAAP gross profit reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP gross profit

 

$

30,775

 

$

31,212

 

$

34,950

 

$

38,697

 

Stock-based compensation expenses

 

 

390

 

 

1,055

 

 

747

 

 

851

 

Amortization of intangible assets

 

 

154

 

 

154

 

 

154

 

 

154

 

Restructuring charge

 

 

 -

 

 

 -

 

 

181

 

 

 -

 

Non-GAAP gross profit

 

$

31,319

 

$

32,421

 

$

36,032

 

$

39,702

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP gross margin reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP gross margin: GAAP gross profit over total revenue

 

 

80.9

%

 

79.4

%

 

81.7

%

 

84.0

%

GAAP to non-GAAP gross margin adjustments

 

 

1.4

%

 

3.0

%

 

2.6

%

 

2.2

%

Non-GAAP gross margin: Non-GAAP gross profit over total revenue

 

 

82.3

%

 

82.4

%

 

84.3

%

 

86.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP operating loss reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP operating loss

 

$

(19,983)

 

$

(22,943)

 

$

(12,892)

 

$

(8,839)

 

Stock-based compensation expenses

 

 

8,249

 

 

10,545

 

 

7,872

 

 

7,723

 

Amortization of intangible assets

 

 

154

 

 

154

 

 

154

 

 

154

 

Restructuring charge

 

 

 -

 

 

 -

 

 

1,052

 

 

 -

 

Non-GAAP operating loss

 

$

(11,580)

 

$

(12,244)

 

$

(3,814)

 

$

(962)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP operating margin reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP operating margin: GAAP operating loss over total revenue

 

 

(52.5)

%

 

(58.3)

%

 

(30.2)

%

 

(19.2)

%

GAAP to non-GAAP operating margin adjustments

 

 

22.1

%

 

27.2

%

 

21.2

%

 

17.1

%

Non-GAAP operating margin: Non-GAAP operating loss over total revenue

 

 

(30.4)

%

 

(31.1)

%

 

(8.9)

%

 

(2.1)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP net loss reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net loss

 

$

(20,024)

 

$

(23,111)

 

$

(13,171)

 

$

(9,188)

 

Stock-based compensation expenses

 

 

8,249

 

 

10,545

 

 

7,872

 

 

7,723

 

Amortization of intangible assets

 

 

154

 

 

154

 

 

154

 

 

154

 

Restructuring charge

 

 

 -

 

 

 -

 

 

1,052

 

 

 -

 

Non-GAAP net loss

 

$

(11,621)

 

$

(12,412)

 

$

(4,093)

 

$

(1,311)

 

Non-GAAP net loss per share reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net loss per share

 

$

(0.24)

 

$

(0.27)

 

$

(0.15)

 

$

(0.10)

 

Stock-based compensation expenses

 

 

0.10

 

 

0.12

 

 

0.08

 

 

0.09

 

Amortization of intangible assets

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

Restructuring charge

 

 

 -

 

 

 -

 

 

0.02

 

 

 -

 

Non-GAAP net loss per share

 

$

(0.14)

 

$

(0.15)

 

$

(0.05)

 

$

(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Billings reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

$

38,045

 

$

39,329

 

$

42,759

 

$

46,049

 

Total unearned revenue, end of period

 

 

50,831

 

 

50,892

 

 

53,959

 

 

60,588

 

Less: Total unearned revenue, beginning of period

 

 

(50,014)

 

 

(50,831)

 

 

(50,892)

 

 

(53,959)

 

Total customer arrangements with termination rights, end of period

 

 

7,838

 

 

9,664

 

 

11,586

 

 

14,198

 

Less: Total customer arrangements with termination rights, beginning of period

 

 

(7,678)

 

 

(7,838)

 

 

(9,664)

 

 

(11,586)

 

Total unbilled accounts receivable, end of period

 

 

(2,396)

 

 

(2,400)

 

 

(2,897)

 

 

(2,811)

 

Less: Total unbilled accounts receivable, beginning of period

 

 

1,662

 

 

2,396

 

 

2,400

 

 

2,897

 

Billings

 

$

38,288

 

$

41,212

 

$

47,251

 

$

55,376

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Free cash flow reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash provided by operating activities

 

$

(3,546)

 

$

(10,126)

 

$

(6,525)

 

$

8,468

 

Purchase of property and equipment

 

 

(1,589)

 

 

(463)

 

 

(297)

 

 

(581)

 

Free cash flow

 

$

(5,135)

 

$

(10,589)

 

$

(6,822)

 

$

7,887

 

 

 

79


 

Table of Contents  

Item 6. Exhibits

 

The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference (as stated therein) as part of this Quarterly Report on Form 10-Q.

80


 

EXHIBIT INDEX  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incorporated by Reference

 

 

Exhibit

Number

    

Description

    

Exhibit
Number

    

Filing

    

Filing   
Date

    

File No.

    

Filed  
Herewith

3.1  

 

Amended and Restated Certificate of Incorporation of MobileIron, Inc.

 

3.1

 

8-K

 

June 17, 2014

 

001-36471

 

 

3.2  

 

Amended and Restated Bylaws of MobileIron, Inc.

 

3.4

 

S-1/A

 

May 29, 2014

 

333-195089

 

 

4.1

 

Reference is made to Exhibits 3.1 and 3.2 above

 

 

 

 

 

 

 

 

 

 

4.2  

 

Amended and Restated Investors’ Rights Agreement, dated August 29, 2013

 

4.2

 

S-1

 

April 7, 2014

 

333-195089

 

 

10.1 (1)

 

2018 Executive Bonus Plan

 

10.1

 

8-K

 

April 25, 2018

 

001-36471

 

 

10.2  

 

2018 Non-Executive Bonus Plan

 

 

 

 

 

 

 

 

 

X

10.3  

 

Offer Letter between the Company and Sohail Parekh, dated March 12, 2018

 

 

 

 

 

 

 

 

 

X

31.1  

 

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

 

 

 

 

X

31.2  

 

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

 

 

 

 

X

32.1 (2)

 

Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

EX—101.INS

 

XBRL Instance Document

 

 

EX—101.SCH

 

XBRL Taxonomy Extension Schema

 

 

EX—101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase

 

 

EX—101.DEF

 

XBRL Taxonomy Extension Definition Linkbase

 

 

EX—101.LAB

 

XBRL Taxonomy Extension Label Linkbase

 

 

EX—101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase

 

(1)

Management contract or compensation plan or arrangement.

81


 

(2)

The certifications attached as Exhibit 32.1 accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

82


 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

 

 

MOBILEIRON, INC.

 

 

 

 

 

 

By:

/s/ Simon Biddiscombe

 

 

 

Simon Biddiscombe

 

 

 

President and Chief Executive Officer

 

 

 

(Principal Executive Officer)

 

 

 

 

 

 

 

 

 

 

By:

/s/ Shawn Ayers

 

 

 

Shawn Ayers

 

 

 

Interim Chief Financial Officer

 

 

 

(Principal Financial Officer and Accounting Officer)

 

 

Dated: May 4, 2018

 

 

 

83


Exhibit 10.2

 

 

MobileIron, Inc.  

2018 Non-Executive Bonus Plan  

   

Effective: January 1, 2018

 

 

1.   Purpose

  

The MobileIron, Inc. (the “ Company ”) 2018 Non-Executive Bonus Plan (the “ Bonus Plan ”) is designed to provide equity-based incentive compensation to the Company’s employees (other than executives). The Bonus Plan is designed to reward the participants for assisting the Company in achieving its operational goals through exemplary performance. The overarching intent in setting and achieving the goals is to build long-term stockholder value. 

  

 

2.   Bonus Plan Year

 

The Company’s fiscal year (which runs from January 1 through December 31 each year) will be the Bonus Plan Year.

 

3.   Eligibility

 

All regular full-time employees (other than Vice President level and above employees who are direct reports to the Chief Executive Officer)  who began their employment on or before January 1 of the Bonus Plan Year and who do not participate in any other commission, incentive, bonus or other variable compensation plan   are eligible for participation in the Bonus Plan (each a “ Participant ”). Awards will be pro-rated for employees who began their employment after January 1 in the actual Bonus Plan Year but prior to December 1 in the actual Bonus Plan Year. Part-time and temporary employees are not eligible to participate in the Bonus Plan. 

  

Participants who are otherwise eligible for participation in the Bonus Plan may not earn a bonus for the Bonus Plan Year then in effect if their employment with the Company terminates for any reason prior to the date on which the Compensation Committee approves the bonus share awards for the individual employees, which for the 2018 Bonus Plan Year will be sometime between January 1, 2019 and March 15, 2019. 

  

 

4.   Bonus Awards and Determinations

 

Each eligible Participant will be assigned a target bonus amount of the Participant’s 2018 base salary determined by the Company (the “ Target Bonus ”).

   

Each Participant’s Target Bonus will be based on the achievement by the Company of performance targets for gross billings and non-GAAP operating income achieved in 2018, as well as the achievement by the employee of his or her performance goals or objectives, adjusted upward or downward to the extent that the Company exceeds or does not meet these targets. Bonus payments are conditioned on the Company achieving a minimum percentage threshold of these targets, and funding of the Bonus Plan will scale upward to the extent the Company exceeds these minimum percentages. To the extent that the Company exceeds the performance targets for both gross billings and non-GAAP operating income, Target Bonuses may be increased, subject to a cap of 120% of the Target Bonus, in the sole discretion of the Compensation Committee or the Board, as applicable. Bonuses are to be paid in unrestricted common stock. 

   


 

The Compensation Committee of the Board will determine (in its sole and absolute discretion) what percentage of the corporate goals have been achieved, and award that percentage of the corporate portion of the Target Bonus.  

   

The Board and the Compensation Committee retains the discretion to adjust awards based upon any other factors determined by the Board or the Compensation Committee, as applicable, to be relevant. 

Bonuses are deemed earned as of the date on which the Compensation Committee approves the bonus share awards for the individual employees, which for the 2018 Bonus Plan Year will be sometime between January 1, 2019 and March 15, 2019. As set forth in Section 3, Participants must be employed on the date bonuses are deemed earned to earn a bonus for that Bonus Plan Year. Accordingly, any Participant whose employment terminates (for any reason) during the Bonus Plan Year or prior to the date on which the Compensation Committee approves the bonus share awards for the individual employees (which for the 2018 Bonus Plan Year will be sometime between January 1, 2019 and March 15, 2019) will not be eligible for, and will not earn, a bonus for that Bonus Plan Year (including any partial or prorated bonus). 

 

5.   Payment of Awards


Any bonuses that are awarded will be paid (through the issuance of shares of unrestricted stock) no later than March 15 th  of the year following the Bonus Plan Year for which bonuses have been awarded. All bonuses shall be subject to standard deductions and withholdings.  

 

6.   Miscellaneous


This Bonus Plan may be amended, modified or terminated at any time by the Board or the Compensation Committee.   It does   not confer any rights upon a Participant to remain in service with the Company for any specific duration or otherwise restrict in any way the rights of the Company to terminate a Participant’s service with the Company for any reason, with or without cause or advance notice. 

This Bonus Plan contains the entire agreement between the Company and its Participants on this subject, and supersedes all prior bonus compensation Bonus Plans or programs of the Company and all other previous oral or written statements regarding any such bonus compensation programs or Bonus Plans. 

This Bonus Plan shall be governed by and construed under the laws of the State of California.

 


Exhibit 10.3

 

MOBILEIRON_LOGO

March 12, 2018

 

Sohail Parekh

San Jose, CA

 

Dear Sohail,

 

On behalf of MobileIron, Inc. (the “ Company ”), I am pleased to offer you the full-time position of Senior Vice President, Engineering.  Speaking for myself, as well as the other members of the Company’s management team, we are all very impressed with your credentials and we look forward to your future success in this position.

 

The terms of your new full-time position with the Company are as set forth below:

 

1.         Position .

 

(a)  Your position will be Senior Vice President, Engineering,  a “Section 16 Officer” position, working out of our Mountain View, CA headquarters. You will report to the Chief Executive Officer.

 

(b)  You agree to the best of your ability and experience that you will at all times loyally and conscientiously perform all of the duties and obligations required of and from you pursuant to the express and implicit terms hereof, and to the reasonable satisfaction of the Company.  During the term of your employment, you further agree that you will devote all of your business time and attention to the business of the Company, the Company will be entitled to all of the benefits and profits arising from or incident to all such work services and advice, you will not render commercial or professional services of any nature to any person or organization, whether or not for compensation, without the prior written consent of the Company, and you will not directly or indirectly engage or participate in any business that is competitive in any manner with the business of the Company.  Nothing in this letter agreement will prevent you from accepting speaking or presentation engagements in exchange for honoraria or from serving on boards of charitable organizations, or from owning no more than one percent (1%) of the outstanding equity securities of a corporation whose stock is listed on a national stock exchange.

 

2.         Start Date .   Subject to fulfillment of any conditions imposed by this letter agreement, you will commence this new position with the Company on March 15, 2018.

 

3.         Proof of Right to Work For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States.  Such documentation must be provided to us within three business days of your date of hire, or our employment relationship with you may be terminated.

 

4.         Compensation

 

a)  Base Salary: You will be paid at the rate of $32,083.0.33 per month (which is equivalent to $385,000 on an annualized basis), less payroll deductions and withholdings (the “ Base


 

Salary ”), payable pursuant to the Company’s regular payroll practices.  The Base Salary will be reviewed annually as part of the Company’s normal salary review process.

 

b)   Annual Bonus: You will be eligible to participate in the Company’s executive bonus plan where your target bonus will be 60% of your base salary.

 

5.         New Hire   Stock Option and RSU Grant .   In connection with the commencement of your employment and as a material inducement to Executive’s employment by the company, the compensation committee of the board of directors will grant an option to purchase 150,000 shares (“Option Shares”) of Common Stock of the Company and will grant 375,000 MobileIron restricted stock units (“MobileIron RSU’s”).

 

The Option Shares will have an exercise price equal to the fair market value on the date of the grant. The Option Shares will vest at the rate of 25% of the shares on the twelve (12) month anniversary of your Vesting Commencement Date (as defined in your Stock Option Agreement, which date will be your Start Date, as defined above) and the remaining Option Shares will vest monthly thereafter at the rate of 1/48 of the total number of the Option Shares per month, until either your Option Shares are fully vested or your employment ends, whichever occurs first. In the event that you are terminated by the Company, other than for Cause, after the end of the initial six-month period following your start date and before the 12 month anniversary of your Start Date, the Option Shares vesting shall be revised so that 12.5% of the shares vest as of the end of such six-month period, and the remaining Option Shares vest monthly thereafter at the rate of 1/48 of the total number of Option Shares per month through the termination date. 

 

The MobileIron RSUs will vest ratably over four years as follows:  (i) 25% of the total number of MobileIron RSUs will vest on the Quarterly Vesting Date (see below) that is in the same calendar quarter as the one year anniversary of your employment start date, and (ii) the remaining MobileIron RSUs will vest ratably with 6.25% of the total RSUs vesting on each subsequent Quarterly Vesting Date, until the MobileIron RSUs are totally vested, subject to your continued employment on each such Quarterly Vesting Date.  The Quarterly Vesting Dates are February 20, May 20, August 20, and November 20 of each year.  The MobileIron RSU’s will be subject to the terms of the Company’s 2014 Equity Incentive Plan and the MobileIron RSU Award Agreement, as applicable, between you and the Company.  In the event that you are terminated by the Company, other than for Cause, before the 12 month anniversary of your Start Date, the RSU Shares vesting shall be revised so that the remaining Option Shares vest monthly thereafter at the rate of 1/48 of the total number of Option Shares per month through the termination date.  In the event you are terminated by the company without cause before the 12 month anniversary of your Start Date, the Company will accelerate vesting on the date of Separation from Service as follows: Vesting of each of the RSU and Option shares will be accelerated to the extent that 1/48 th of the shares under the applicable RSU Awards or under the applicable Option for each one-month period of service occurring between the Start Date and the date of the separation of service.

 

6.         Benefits .

 

(a)       Insurance Benefits .   The Company will provide you with the opportunity to participate in the standard benefits plans currently available to other Company employees, subject to any eligibility requirements imposed by such plans. 

 

(b)       Vacation; Sick Leave .    You will be entitled to paid time off according to the Company’s standard policies.

 

7.         Confidential Information and Invention Assignment Agreement / Employee Handbook .    Your acceptance of this offer and commencement of employment with the Company is contingent upon your execution, and delivery to an officer of the Company, of the Company’s Confidential Information and Invention Assignment Agreement, a copy of which is enclosed for your review and execution (the “ Confidentiality


 

Agreement ”), prior to or on your Start Date.  As a Company employee, you will be expected to abide by Company rules and policies, and acknowledge in writing that you have read the Company’s Employee Handbook. 

 

8.         At-Will Employment .   Your employment with the Company will be on an “at will” basis, meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause or advance notice. 

 

9.         No Conflicting Obligations .    You understand and agree that by accepting this offer of employment, you represent to the Company that your performance will not breach any other agreement to which you are a party and that you have not, and will not during the term of your employment with the Company, enter into any oral or written agreement in conflict with any of the provisions of this letter or the Company’s policies.  You are not to bring with you to the Company, or use or disclose to any person associated with the Company, any confidential or proprietary information belonging to any former employer or other person or entity with respect to which you owe an obligation of confidentiality under any agreement or otherwise.  The Company does not need and will not use such information and we will assist you in any way possible to preserve and protect the confidentiality of proprietary information belonging to third parties.  Also, we expect you to abide by any obligations to refrain from soliciting any person employed by or otherwise associated with any former employer and suggest that you refrain from having any contact with such persons until such time as any non-solicitation obligation expires.

 

10.       Background check .  This offer is contingent upon a background check clearance.

 

11.        Dispute Resolution.  To ensure the timely and economical resolution of disputes that may arise in connection with your employment with the Company, you and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement, or your employment, or the termination of your employment, including but not limited to all statutory claims, shall be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and confidential arbitration by a single arbitrator conducted by Judicial Arbitration and Mediation Services Inc. (“JAMS”) under the then applicable JAMS rules, which can be found at the following web address: (http://www.jamsadr.com/rulesclauses).  A hard copy of the rules will be provided to you upon request.  

By agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding.  In addition, all claims, disputes, or causes of action under this section, whether by you or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity.  The Arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding.   

The Company acknowledges that you will have the right to be represented by legal counsel at any arbitration proceeding.  The Arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award; and (c) be authorized to award any or all remedies that you or the Company would be entitled to seek in a court of law.  The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required of you if the dispute were decided in a court of law.  

Nothing in this Agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.  Any awards or orders in such


 

arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction.

 

12.       Entire Agreement .  This letter, together with the Confidentiality Agreement, sets forth the entire agreement and understanding between you and the Company with respect to your employment and supersedes all prior agreements and promises made to you by anyone, whether oral or written.  This letter (and your employment at will status) may not be modified or amended except by a written agreement, signed by an officer of the Company, although the Company reserves the right to modify unilaterally your work location, compensation, benefits, job title and duties, and reporting relationships.  This letter will be governed by the laws of the State of California without regard to its conflict of laws provision.

 

We are all delighted to be able to extend you this offer and look forward to working with you.  To indicate your acceptance of the Company’s offer, please sign and date this letter in the space provided below and return it to me, along with a signed and dated copy of the Confidentiality Agreement. 

 

Sincerely,

 

 

 

MobileIron, Inc.

 

 

 

/s/ Jared J. Lucas

 

Signature

 

 

 

Jared J. Lucas, Chief People Officer

 

Printed Name and Title

 

 

 

March 12, 2018

 

Date

 

 

 

ACCEPTED AND AGREED

 

 

 

/s/ Sohail Parekh

 

Employee Signature

 

 

 

March 12, 2018

 

Date

 

 

 

March 15 , 2018

 

Start Date

 

 


 

A ttachment A:

 

CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT

 

As a condition of my becoming employed (or my employment being continued) by MobileIron, Inc., a Delaware corporation (the “ Company ”), and in consideration of my employment relationship with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following:

 

1.       Employment  Relationship .   I understand and acknowledge that this Agreement does not alter, amend or expand upon (i) any rights I may have to continue in the employ of, or (ii) the duration of my employment relationship with, the Company under any existing agreements between the Company and me or under applicable law.  Any employment relationship between the Company and me, whether commenced prior to or upon the date of this Agreement, shall be referred to herein as the “ Relationship .”

 

2.       At-Will Relationship .   I understand and acknowledge that the Relationship is and shall continue to be at-will, meaning that either I or the Company may terminate the Relationship at any time and for any reason, with or without cause or advance notice.

 

3.       Confidential Information .

 

(a)      Company Information .   I agree at all times during the Relationship and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company to the extent necessary to perform my obligations to the Company under the Relationship, or to disclose to any person, firm, corporation or other entity without written authorization of the Board of Directors of the Company, any Confidential Information of the Company which I obtain or create.  I further agree not to make copies of such Confidential Information except as authorized by the Company.  I understand that “ Confidential Information ” means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, suppliers, customer lists and customers (including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during the Relationship), prices and costs, markets, software, developments, inventions, laboratory notebooks, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing information, licenses, financial information, budgets, information regarding the skills and compensation of the Company’s employees, contractors, and any other service providers of the Company or other business information disclosed to me by the Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment or created by me during the Relationship, whether or not during working hours.  I understand that Confidential Information includes, but is not limited to, information pertaining to any aspect of the Company’s business which is either information not known by actual or potential competitors of the Company or other third parties not under confidentiality obligations to the Company, or is otherwise proprietary information of the Company or its customers or suppliers, whether of a technical nature or otherwise.  I further understand that Confidential Information does not include any of the foregoing items which has become publicly and widely known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved.

 

(b)      Prior Obligations .   I represent that my performance of all terms of this Agreement as an employee of the Company has not breached and will not breach any agreement with any former employer or other party, including any agreement to keep in confidence proprietary information, knowledge or data acquired by me prior or subsequent to the commencement of the Relationship, and I will not disclose to the Company or use any inventions, confidential or non-public proprietary information or material belonging to any current or former client or employer or any other party.  I will not induce the Company to use any inventions, confidential or non-public proprietary information, or material belonging to any current or former client or employer or any other party.

 


 

(c)      Third Party Information .   I recognize that the Company has received and in the future will receive confidential or proprietary information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes.  I agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out my work for the Company consistent with the Company’s agreement with such third party.

 

4.       Inventions .

 

(a)      Inventions Retained and Licensed .   I have attached hereto, as Exhibit A , a list describing with particularity all inventions, original works of authorship, developments, improvements, and trade secrets which were made by me prior to the commencement of the Relationship (collectively referred to as “ Prior Inventions ”), which belong solely to me or belong to me jointly with another, which relate in any way to any of the Company’s proposed businesses, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there are no such Prior Inventions.  If, in the course of the Relationship, I incorporate into a Company product, process or machine a Prior Invention owned by me or in which I have an interest, the Company is hereby granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, sell and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

 

(b)      Assignment of Inventions .   I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title and interest throughout the world in and to any and all inventions, original works of authorship, developments, concepts, know-how, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the Relationship (collectively referred to as “ Inventions ”), except as provided in Section 4(e) below.  I further acknowledge that all Inventions which are made by me (solely or jointly with others) within the scope of and during the Relationship are “ works made for hire ” (to the greatest extent permitted by applicable law) and are compensated by my salary, unless regulated otherwise by the mandatory law of the state of California.  Any assignment of Inventions (and all intellectual property rights with respect thereto) hereunder includes an assignment of all moral rights.  To the extent such moral rights cannot be assigned to the Company and to the extent the following is allowed by the laws in any country where moral rights exist, I hereby unconditionally and irrevocably waive the enforcement of such moral rights, and all claims and causes of action of any kind against the Company or related to the Company’s customers, with respect to such rights.  I further acknowledge and agree that neither my successors-in-interest nor legal heirs retain any moral rights in any Inventions (and any intellectual property rights with respect thereto).

 

(c)      Maintenance of Records .   I agree to keep and maintain adequate and current written records of all Inventions made by me (solely or jointly with others) during the Relationship.  The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, and any other format.  The records will be available to and remain the sole property of the Company at all times.  I agree not to remove such records from the Company’s place of business except as expressly permitted by Company policy which may, from time to time, be revised at the sole election of the Company for the purpose of furthering the Company’s business.  I agree to return all such records (including any copies thereof) to the Company at the time of termination of the Relationship as provided for in Section 5.

 

(d)      Patent and Copyright Rights .   I agree to assist the Company, or its designee, at its expense, in every proper way to secure the Company’s, or its designee’s, rights in the Inventions and any copyrights, patents, trademarks, mask work rights, moral rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company or its designee of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordation’s, and all other


 

instruments which the Company or its designee shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, waive such rights, and in order to assign and convey to the Company or its designee, and any successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto.  I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement until the expiration of the last such intellectual property right to expire in any country of the world.  If the Company or its designee is unable because of my mental or physical incapacity or unavailability or for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents, copyright, mask works or other registrations covering Inventions or original works of authorship assigned to the Company or its designee as above, then I hereby irrevocably designate and appoint the Company     and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent, copyright or other registrations thereon with the same legal force and effect as if originally executed by me.  I hereby waive and irrevocably quitclaim to the Company or its designee any and all claims, of any nature whatsoever, which I now or hereafter have for infringement of any and all proprietary rights assigned to the Company or such designee.

 

(e)       Government or Third Party .   I agree that, as directed by the Company, I will assign to a third party, including without limitation the United States, all my right, title, and interest in and to any particular Company Invention.

 

5.       Company Property; Returning Company Documents .   I acknowledge and agree that I have no expectation of privacy with respect to the Company’s telecommunications, networking or information processing systems (including, without limitation, stored company files, e-mail messages and voice messages) and that my activity and any files or messages on or using any of those systems may be monitored at any time without notice.  I further agree that any property situated on the Company’s premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice.  I agree that, at the time of termination of the Relationship, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, materials, flow charts, equipment, other documents or property, or reproductions of any of the aforementioned items developed by me pursuant to the Relationship or otherwise belonging to the Company, its successors or assigns.  In the event of the termination of the Relationship, I agree to sign and deliver the “ Termination Certification ” attached hereto as Exhibit B ; however, my failure to sign and deliver the Termination Certificate shall in no way diminish my continuing obligations under this Agreement.

 

6.       Notification to Other Parties .

 

(a)      Employees In the event that I leave the employ of the Company, I hereby consent to notification by the Company to my new employer about my rights and obligations under this Agreement.

 

(b)      Consultants .   I hereby grant consent to notification by the Company to any other parties besides the Company with whom I maintain a consulting relationship, including parties with whom such relationship commences after the effective date of this Agreement, about my rights and obligations under this Agreement.

 

7.       Solicitation of Employees, Consultants and Other Parties; Noncompetition .    

 

(a)       Nonsolicitation .  I agree that during the Relationship and for a period of twenty-four (24) months immediately following the termination of the Relationship for any reason I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship


 

with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. 

 

(b)       Confidential Information .  I agree that during the Relationship and at any time following termination of the Relationship for any reason, I shall not use any Confidential Information of the Company to attempt to negatively influence any of the Company’s clients or customers from purchasing Company products or services, or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct his or its purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company.

 

(c)       Noncompetition.  In order to protect the Confidential Information, trade secrets, and goodwill of the Company, I agree that during the Relationship and for a period of six (6) months immediately following the termination of the Relationship for any reason, I shall not provide any services of any kind (whether as an employee, consultant, or otherwise) to the following entities: AirWatch, VMWare, Citrix or IBM.    

 

8.       Representations and Covenants .

 

(a)      Facilitation of Agreement I agree to execute promptly any proper oath or verify any proper document required to carry out the terms of this Agreement upon the Company’s written request to do so.

 

(b)      Conflicts I represent that my performance of all the terms of this Agreement does not and will not breach any agreement I have entered into, or will enter into with any third party, including without limitation any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to commencement of my Relationship with the Company.  I agree not to enter into any written or oral agreement that conflicts with the provisions of this Agreement.

 

(c)      Voluntary Execution I certify and acknowledge that I have carefully read all of the provisions of this Agreement and that I understand and will fully and faithfully comply with such provisions.

 

9.       General Provisions .

 

(a)      Governing Law .   The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Washington DC without giving effect to the principles of conflict of laws.

 

(b)      Entire Agreement .   This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us.  No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by both parties.  Any subsequent change or changes in my duties, obligations, rights or compensation will not affect the validity or scope of this Agreement.

 

(c)      Severability .   If one or more of the provisions in this Agreement are deemed void or unenforceable then the remaining provisions will continue in full force and effect.  Moreover, any court which interprets or enforces this Agreement shall have the authority to modify any provisions hereunder to the extent necessary to ensure that such provisions are enforceable under governing law. 

 

(d)      Successors and Assigns .   This Agreement will be binding upon my heirs, executors, administrators and other legal representatives, and my successors and assigns, and will be for the benefit of the Company, its successors, and its assigns.

 

(e)      Survival .   The provisions of this Agreement shall survive the termination of the Relationship and the assignment of this Agreement by the Company to any successor in interest or other assignee.

 


 

(f)       Remedies .  I acknowledge and agree that violation of this Agreement by me may cause the Company irreparable harm, and therefore agree that the Company will be entitled to seek extraordinary relief in court, including but not limited to temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security and in addition to and without prejudice to any other rights or remedies that the Company may have for a breach of this Agreement.

 

(g)      ADVICE OF COUNSEL .   I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT.  THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.

 

[Signature Page Follows]

 


 

 

The parties have executed this Agreement on the respective dates set forth below:

 

 

 

 

 

 

 

 

COMPANY:

 

 

 

EMPLOYEE:

 

 

Jared J. Lucas, Chief People Officer

 

Sohail Parekh

Printed Name and Title

 

Printed Name, an Individual

 

/s/ Jared Lucas

 

/s/ Sohail Parekh

Signature

 

Signature

 

 

 

March 12, 2018

 

March 12, 2018

Date

 

 

Date

401 East Middlefield Road

Mountain View, CA 94043

 

San Jose, CA

Address

 

Address

 

 


 

EXHIBIT A

 

LIST OF PRIOR INVENTIONS
AND ORIGINAL WORKS OF AUTHORSHIP

EXCLUDED UNDER SECTION 4

 

 

 

 

 

 

Title

 

Date

 

Identifying Number
or Brief Description

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

________ No inventions or improvements

________ Additional Sheets Attached

Signature of Employee/Consultant:_____________________________

Print Name of Employee/Consultant:

Date:______________________

 

 


 

EXHIBIT B

 

TERMINATION CERTIFICATION

 

This is to certify that I do not have in my possession, nor have I failed to return, any Confidential Information, as defined in the Company’s Confidential Information and Invention Assignment Agreement signed by me, including but not limited to, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to MobileIron, Inc., its subsidiaries, affiliates, successors or assigns (together the “ Company ”).

 

I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement.

 

 

 

 

 

Date:

DO NOT DATE

 

 

 

 

 

DO NOT SIGN

 

(Employee’s Signature)

 

 

 

 

 

DO NOT COMPLETE

 

(Type/Print Employee’s Name)

 

 


 

 

MOBILEIRON, INC. SEVERANCE  BENEFIT PLAN

 


 

M OBILE I RON , I NC . S EVERANCE

B ENEFIT  P LAN P ARTICIPATION  N OTICE

To: Sohail Parekh

You have been designated as eligible to be a Participant in the MobileIron, Inc. Severance Benefit Plan. A copy of the Plan document is attached to this Participation Notice. The terms and conditions of your participation in the Plan are as set forth in the Plan document and this Participation Notice, which together constitute the Summary Plan Description for the Plan.

The table below designates the benefits you are eligible to receive pursuant to the Plan.

 

 

 

 

 

Salary Continuation

Maximum Duration of COBRA Payment Period

Percentage of Outstanding Equity Awards That Will Accelerate

Qualifying Termination that is NOT a Change in Control Termination

6 months of your

Monthly Base Salary

6 months

0%

Qualifying Termination that is a Change in Control Termination

12 months of your Monthly Base Salary

12 months

100%

 

In addition to other terms defined in the Plan document, the definitions on  Attachment A  to this Participation Notice are used to define the benefits to which you are entitled under the Plan.

By accepting participation in the Plan, you represent that you have either consulted your personal tax or financial planning advisor about the tax consequences of your participation in the Plan, or you have knowingly declined to do so.

Please return to the Company a copy of this Participation Notice signed by you and retain a copy of this Participation Notice, along with the Plan document, for your records.

 

 

 

/s/ Sohail Parekh

 

(Signature)

 

 

 

Sohail Parekh

 

(Print Name)

 

 

 

March 12, 2018

 

(Date)

 


 

ATTACHMENT A - DEFINITIONS

“Monthly Base Salary” means the Participant’s monthly base salary in effect immediately prior to date of the Qualifying Termination, ignoring any reduction that forms the basis for Constructive Termination.

“Salary Continuation ” The Company shall continue to pay the Participant, as severance, the Participant’s Monthly Base Salary for the number of months set forth in the Participant’s Participation Notice in accordance with the Company’s standard payroll practices and subject to standard payroll deductions and withholdings, provided that, if the Qualifying Termination is not a Change in Control Termination, such payments shall cease if the Participant commences employment with another employer.

Qualifying Termination ” means a Change in Control Termination or any other Involuntary Termination Without Cause.

Change in Control Termination ” means (i) an Involuntary Termination Without Cause, or (ii) a Constructive Termination, in either case that occurs within the period starting three months prior to a Change in Control and ending on the first anniversary of the Change in Control.

Involuntary Termination Without Cause ” means a Participant’s involuntary termination of employment by the Company, resulting in a Separation from Service, for a reason other than death, disability, or Cause.

Cause ” means any of the following events: (i) Participant’s willful failure substantially to perform his or her duties and responsibilities to the Company; (ii) willful breach of any obligation under any written agreement with the Company that is not cured within 30 days of written notice to the Participant; (iii) Participant’s deliberate violation of a Company policy, or commission of any felony or any act of fraud, embezzlement, dishonesty or any other willful misconduct, that has caused or is reasonably expected to result in material injury to the Company; or (iv) material unauthorized use, disclosure or misappropriation by Participant of any proprietary information, trade secret or other asset of the Company or entrusted to the Company by a third party.

Constructive Termination ” means the Participant resigns (resulting in a Separation from Service) because one of the following events or actions is undertaken without the Participant’s written consent:

(i) a reduction of more than 20% or more in the Participant’s annual base salary (unless pursuant to a salary reduction program applicable to all similarly situated employees);

(i) a non-temporary relocation of the Participant’s business office to a location that increases the Participant’s one-way commute by more than 50 miles from the primary location at which the Participant performed duties at the time of Constructive Termination; or

(iii) a material breach by the Company or any successor entity of the Plan or any employment agreement between the Company and the Participant.

(iv) a material reduction of Participant’s duties, authority or responsibilities relative to Participant’s duties, authority or responsibilities as in effect immediately prior to such reduction, provided that such a “reduction” will not be deemed to occur if Participant’s duties, authority and responsibilities with respect to the successor subsidiary or division of the parent entity following a Change in Control are substantially similar to Participant’s duties, authority and responsibilities with respect to the business of the Company immediately prior to the Change in Control .

An event or action will not give the Participant grounds for Constructive Termination unless (A) the Participant gives the Company written notice within 30 days after the initial existence of the event or action that the Participant intends to resign in a Constructive Termination due to such event or action; (B) the event or action is not reasonably cured by the Company within 30 days after the Company receives written notice from the Participant; and (C) the Participant’s Separation from Service occurs within 90 days after the end of the cure period.


 

M OBILE I RON , I NC . S EVERANCE B ENEFIT  P LAN

1.        I NTRODUCTION .   This MobileIron, Inc. Severance Benefit Plan (the “ Plan ”) is established by MobileIron, Inc. (the “ Company ”) on April 28, 2015 (the “ Effective Date ”). The Plan provides for severance and change in control benefits to selected U.S. employees of the Company who are designated as participants in the Plan. This document, together with the Participation Notice, constitutes the Summary Plan Description for the Plan.

2.        P AYMENTS & B ENEFITS .

(a)     If there is a Qualifying Termination and the Participant signs a Release within 45 days following the Qualifying Termination and does not revoke the Release as permitted by law, the Company will provide the following payments and benefits, subject to the terms of the Plan, on the 60 th  day following the Qualifying Termination:

(i)    Salary Continuation . The Company shall continue to pay the Participant, as severance, the Participant’s Monthly Base Salary for the number of months set forth in the Participant’s Participation Notice in accordance with the Company’s standard payroll practices and subject to standard payroll deductions and withholdings, provided that, if the Qualifying Termination is not a Change in Control Termination, such payments shall cease if the Participant commences employment with another employer. On the 60th day following the Qualifying Termination, the Company will make the first payment under this paragraph equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the date of the Qualifying Termination, with the balance of the payments paid thereafter based on the original schedule. If the Qualifying Termination is not a Change in Control Termination, and the Participant commences employment with another employer at a time when cash severance is being paid under this Section 2(a)(i) of the Plan, the Participant must immediately notify the Company of such event.

(ii)    Health Insurance Premiums . If the Participant timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (together with any state law of similar effect, “ COBRA ”), the Company will pay the full amount of the Participant’s COBRA premiums, or will provide coverage under the Company’s self-funded broad based health insurance plans, on behalf of the Participant, including coverage for the Participant’s eligible dependents, in any such case as and when such premiums or coverage amounts would be due if paid for by the Participant, until the earliest to occur of (i) the end of the number of months set forth in the Participant’s Participation Notice, (ii) the expiration of the Participant’s eligibility for the continuation coverage under COBRA, and (iii) the date when the Participant becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the date of the Qualifying Termination through the earliest to occur of the dates set forth in clause (i) through (iii), the “ COBRA Payment Period ”). These payments will be subject to applicable tax withholdings, including as necessary to avoid a violation of, or penalties under, the nondiscrimination rules of Section 105(h)(2) of the Code or any  statute  or  regulation  of  similar  effect  (including,  without  limitation,  the  2010    Patient

 

 


 

 

Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act). On the 60th day following the Qualifying Termination, the Company will make the first payment under this paragraph equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the date of the Qualifying Termination, with the balance of the payments paid thereafter on the original schedule. In all cases, if the Participant becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, the Participant must immediately notify the Company of such event, and all payments and obligations under this paragraph will cease. Any insurance premiums that are paid by the Company will not include any amounts payable by the Participant under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of the Participant.

(iii)    Accelerated Vesting. Each of the Participant’s then outstanding and unvested compensatory equity awards will vest, and, as applicable, become exercisable, effective as of immediately prior to the Qualifying Termination, as to the percentage of unvested shares per equity award specified in the Participant’s Participation Notice.

3.        P ARTICIPATION .   The Plan Administrator will select the Participants and will deliver a notice to each Participant, substantially in the form attached hereto as the “ Participation Notice ”, informing the employee that he or she is eligible to participate in the Plan. Each employee of the Company who receives a Participation Notice and timely returns a signed copy of the Participation Notice to the Company is a “ Participant ” in the Plan.

4.        E XCEPTIONS TO E LIGIBILITY FOR B ENEFITS ; T ERMINATION AND / OR R ECOUPMENT OF B ENEFITS

(a)    Exceptions to Benefits. Notwithstanding anything to the contrary herein, a Participant will not receive benefits under the Plan (or will receive reduced benefits under the Plan) in the following circumstances:

(i)     The Participant has not entered into the Company’s standard form of Confidential Information and Invention Assignment Agreement (the “ Confidentiality Agreement ”).

(ii)     The Participant has failed to return all Company Property within 10 days after receiving written notice from the Company asking for the return of some or all Company Property. For this purpose, “ Company Property ” means all material paper and electronic Company documents (and all copies thereof) created and/or received by the Participant during the Participant’s period of employment with the Company and other material Company materials and property that the Participant has in the Participant’s possession or control, including, without limitation, materials of any kind that contain or embody any proprietary or confidential information of the Company (and all reproductions thereof, in whole or in part). As a condition to receiving benefits under the Plan, a Participant must not make or retain copies, reproductions or summaries of any such Company documents, materials or property. However, a Participant is not required to return the Participant’s personal copies of documents evidencing the Participant’s hire,

 

 


 

termination, compensation, benefits and stock options and any other documentation received as a stockholder of the Company.

(B)     TERMINATION AND/OR RECOUPMENT OF BENEFITS.

A Participant’s right to receive benefits under the Plan will terminate immediately if, at any time prior to or during the period for which the Participant is receiving benefits under the Plan, the Participant, without the prior written approval of the Plan Administrator, (1) willfully breaches a material provision of the Confidentiality Agreement and/or any obligations of confidentiality, non-solicitation, non-disparagement, no conflicts or non-competition set forth in the Participant’s employment agreement, offer letter or under applicable law; (2) encourages or solicits any of the Company’s then current employees to leave the Company’s employ for any reason or interferes in any other manner with employment relationships at the time existing between the Company and its then current employees; or (3) induces any of the Company’s then current clients, customers, suppliers, vendors, distributors, licensors, licensees, or other third party to terminate their existing business relationship with the Company or interferes in any other adverse manner with any existing business relationship between the Company and any then current client, customer, supplier, vendor, distributor, licensor, licensee, or other third party. Further, during the period for which the Participant is receiving benefits under the Plan, the Participant agrees to voluntarily cooperate with the Company by making himself or herself reasonably available without further compensation to assist with any threatened or pending litigation against the Company and any pending patent applications and if a Participant fails to do so, his or her benefits under the Plan will terminate immediately.

5.        C ONDITIONS AND L IMITATIONS ON B ENEFITS .

(a)    Prior Agreements. By accepting participation in the Plan, the Participant irrevocably waives the Participant’s rights to any severance benefits (including vesting acceleration) that would be paid on a Qualifying Termination, including in connection with a Change in Control, under any offer letter, employment agreement or other policy, plan or commitment, whether written or otherwise, with the Company that is in effect on the date the Participant signs the Participation Notice. The payments pursuant to the Plan are in addition to, and not in lieu of, any accrued but unpaid salary, bonuses or employee welfare benefits to which a Participant is entitled for the period ending with the Participant’s Qualifying Termination.

(b)    Mitigation. Except as otherwise specifically provided in the Plan, a Participant will not be required to mitigate damages or the amount of any payment provided under the Plan by seeking other employment or otherwise, nor will the amount of any payment provided for under the Plan be reduced by any compensation earned by a Participant as a result of employment by another employer or any retirement benefits received by such Participant after the date of the Participant’s termination of employment with the Company.

(c)    Indebtedness of Participants. If a Participant is indebted to the Company on the effective date of the Participant’s Qualifying Termination, the Company reserves the right to offset the payment of any benefits under the Plan by the amount of such indebtedness. Such offset will be made in accordance with all applicable laws. The Participant’s execution of the Participation Notice constitutes knowing written consent to the foregoing.

 

 


 

(d)    Parachute Payments. This section explains what happens if any payments or benefits owed under the Plan are deemed to be “parachute payments” that would be subject to excise tax under the Code. Except as otherwise expressly provided in a written agreement between a Participant and the Company, if any payment or benefit the Participant would receive in connection with a Change in Control from the Company or otherwise (a “ Payment ”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “ Excise Tax ”), then such Payment will be equal to the Reduced Amount.  The “ Reduced Amount ” will be either

(A) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax, or (B) the largest portion, up to and including the total, of the Payment, whichever amount (clause (A) or (B)), after taking into account all applicable federal, state, provincial, foreign, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Participant’s receipt, on an after-tax basis, of the greatest economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to the Participant. Within any such category of Payments (that is, clause (1), (2), (3) or (4)), a reduction will occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and then with respect to amounts that are. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Participant’s applicable type of equity award ( i.e. , earliest granted equity awards are cancelled last).

6.        T AX M ATTERS .

(a)    Withholding. All payments and benefits under the Plan will be subject to all applicable deductions and withholdings, including, without limitation, obligations to withhold for federal, state, provincial, foreign and local income and employment taxes.

(b)    Tax Advice. By becoming a Participant in the Plan, the Participant agrees to review with Participant’s own tax advisors the federal, state, provincial, local, and foreign tax consequences of participation in the Plan. The Participant will rely solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) will be responsible for the Participant’s own tax liability that may arise as a result of becoming a Participant in the Plan.

(c)    Application of Code Section 409A. This section explains how certain Plan provisions will be interpreted and applied in effort to avoid excise tax under the deferred compensation provisions of the Code. It is intended that all of the benefits provided under the Plan satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “ Section 409A ”) provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5), and 1.409A-1(b)(9), and the Plan will be construed to the greatest extent possible as consistent with those provisions.  To the extent not so exempt, the Plan (and any definitions in

 

 


 

 

the Plan) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), a Participant’s right to receive any installment payments under the Plan will be treated as a right to receive a series of separate payments and, accordingly, each installment payment under the Plan will at all times be considered a separate and distinct payment. If any of the payments upon a Separation from Service provided under the Plan (or under any other arrangement with the Participant) constitute “deferred compensation” under Section 409A and if the Participant is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i), at the time of the Participant’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of the Participant’s Separation from Service, and (ii) the date of the Participant’s death (such earlier date, the “ Delayed Initial Payment Date ”), the Company will (A) pay to the Participant a lump sum amount equal to the sum of the payments upon Separation from Service that the Participant would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, and (B) commence paying the balance of the payments in accordance with the applicable payment schedules set forth above. No interest will be due on any amounts so deferred.

7.       C LAWBACK ; R ECOVERY .   All payments and severance benefits provided under the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason,” Constructive Termination, or any similar term under any plan of or agreement with the Company.

8.        R IGHT TO I NTERPRET P LAN ; A MENDMENT AND T ERMINATION .

(a)    Exclusive Discretion. The Plan Administrator will have the exclusive discretion and authority to administer, construe and interpret the Plan and to decide any and all questions arising in connection with the operation of the Plan.

(b)    Amendment or Termination. The Plan Administrator reserves the right to amend or terminate the Plan, any Participation Notice issued pursuant to the Plan or the benefits provided hereunder at any time. Unless terminated sooner by the Plan Administrator, the Plan shall automatically terminate immediately following the day before the third anniversary of the date the Plan is adopted by the Board. No such amendment or termination will apply to any Participant who would be adversely affected by such amendment or termination unless such Participant consents in writing to such amendment or termination. Any action amending or terminating the Plan or any Participation Notice will be in writing and executed by a duly authorized officer of the Company and approved by the Plan Administrator.

 

 


 

9.        N O   I MPLIED E MPLOYMENT C ONTRACT .   The Plan will not be deemed (i) to give any employee or other person any right to be retained in the employ of the Company, or (ii) to interfere with the right of the Company to discharge any employee or other person at any time, with or without Cause, which right is hereby reserved.

10.         D EFINITIONS .   For purposes of the Plan, certain terms are defined as set forth in Attachment A to the form of Participation Notice, and the following terms are defined as follows:

(a)     Change in Control ” shall have the meaning set forth in Section 13(h) of the Company’s 2014 Equity Incentive Plan as of the Effective Date.

(b)     Code ” means the Internal Revenue Code of 1986, as amended.

(c)     Common Stock ” means the common stock of the Company.

(d)     Plan Administrator ” means the Board of Directors of the Company (the “ Board ”) or any committee of the Board duly authorized to administer the Plan. The Plan Administrator may, but is not required to be, the Compensation Committee of the Board. The Board may at any time administer the Plan, in whole or in part, notwithstanding that the Board has previously appointed a committee to act as the Plan Administrator.

(e)     Release ” means a general waiver and release substantially in the forms attached hereto as E XHIBIT A , which forms may be modified by the Plan Administrator or a designee of the Plan Administrator, in its sole discretion, to comply with applicable law and/or to incorporate the terms into a separation agreement or other written agreement with the Participant.

(f)     Separation from Service ” means a “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h), without regard to any alternative definition thereunder.

11.        L EGAL C ONSTRUCTION .   The Plan will be governed by and construed under the laws of the State of California (without regard to principles of conflict of laws), except to the extent preempted by the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”).

12.        C LAIMS , I NQUIRIES A ND A PPEALS .

(a)    Applications for Benefits and Inquiries. Any application for benefits, inquiries about the Plan or inquiries about present or future rights under the Plan must be submitted to the Plan Administrator in writing by an applicant (or the applicant’s authorized representative). The Plan Administrator is set forth below.

(b)    Denial of Claims. In the event that any application for benefits is denied in whole or in part, the Plan Administrator must provide the applicant with written or electronic notice of the denial of the application, and of the applicant’s right to review the denial. Any electronic notice will comply with the regulations of the U.S. Department of Labor. The notice of denial will be set forth in a manner designed to be understood by the applicant and will include the following:

(1)     the specific reason or reasons for the denial;

 

 


 

(2)     references to the specific Plan provisions upon which the denial   is based;

(3)     a description of any additional information or material that the Plan Administrator needs to complete the review and an explanation of why such information or material is necessary; and

(4)     an explanation of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the applicant’s right to bring a civil action under Section 502(a) of ERISA following a denial on review of the claim, as described in Section 13(d).

The notice of denial will be given to the applicant within 90 days after the Plan Administrator receives the application, unless special circumstances require an extension of time, in which case, the Plan Administrator has up to an additional 90 days for processing the application. If an extension of time for processing is required, written notice of the extension will be furnished to the applicant before the end of the initial 90-day period.

The notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to render its decision on the application.

(c)    Request for a Review. Any person (or that person’s authorized representative) for whom an application for benefits is denied, in whole or in part, may appeal the denial by submitting a request for a review to the Plan Administrator within 60 days after the application is denied.  A request for a review will be in writing and will be addressed to:

MobileIron, Inc.

Attn: General Counsel

415 East Middlefield Road Mountain View, CA 94043

A request for review must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant feels are pertinent. The applicant (or the applicant’s representative) will have the opportunity to submit (or the Plan Administrator may require the applicant to submit) written comments, documents, records, and other information relating to the applicant’s claim. The applicant (or the applicant’s representative) will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the applicant’s claim. The review will take into account all comments, documents, records and other information submitted by the applicant (or the applicant’s representative) relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(d)    Decision on Review. The Plan Administrator will act on each request for review within 60 days after receipt of the request, unless special circumstances require an extension of time (not to exceed an additional 60 days), for processing the request for a review. If an extension for review is required, written notice of the extension will be furnished to the applicant within the initial 60-day period. This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to render its

 

 


 

decision on the review. The Plan Administrator will give prompt, written or electronic notice of its decision to the applicant. Any electronic notice will comply with the regulations of the U.S. Department of Labor. In the event that the Plan Administrator confirms the denial of the application for benefits, in whole or in part, the notice will set forth, in a manner designed to be understood by the applicant, the following:

(1)     the specific reason or reasons for the denial;

(2)     references to the specific Plan provisions upon which the denial is based;

(3)     a statement that the applicant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim; and

(4)     a statement of the applicant’s right to bring a civil action under Section 502(a) of ERISA.

(e)    Rules and Procedures. The Plan Administrator will establish rules and procedures, consistent with the Plan and with ERISA, as necessary and appropriate in carrying out its responsibilities in reviewing benefit claims. The Plan Administrator may require an applicant who wishes to submit additional information in connection with an appeal from the denial of benefits to do so at the applicant’s own expense.

(f)    Exhaustion of Remedies. No legal action for benefits under the Plan may be brought until the applicant (i) has submitted a written application for benefits in accordance with the procedures described above, (ii) has been notified by the Plan Administrator that the application is denied, (iii) has filed a written request for a review of the application in accordance with the appeal procedure described above, and (iv) has been notified that the Plan Administrator has denied the appeal. Notwithstanding the foregoing, if the Plan Administrator does not respond to an applicant’s claim or appeal within the relevant time limits, the applicant may bring legal action for benefits under the Plan pursuant to Section 502(a) of ERISA.

13.        B ASIS O F   P AYMENTS T O   A ND F ROM P LAN .   All benefits under the Plan will be paid by the Company. The Plan will be unfunded, and benefits hereunder will be paid only from the general assets of the Company.

14.        O THER P LAN I NFORMATION .

(a)    Employer and Plan Identification Numbers. The Employer Identification Number assigned to the Company (which is the “ Plan Sponsor ” as that term is used in ERISA) by the Internal Revenue Service is 26-0866846.

(b)    Ending Date for Plan’s Fiscal Year.   The date of the end of the fiscal year for the purpose of maintaining the Plan’s records is December 31.

(c)    Agent for the Service of Legal Process . The agent for the service of legal process with respect to the Plan is:

 

 


 

 

MobileIron, Inc.

Attn: General Counsel

415 East Middlefield Road Mountain View, CA 94043

(d)    Plan Sponsor and Administrator. The “Plan Sponsor” of the Plan is the Company, and the “Plan Administrator” of the Plan is as set forth in Section 10(d) of the Plan. All notices and requests should be directed to:

MobileIron, Inc.

Attn: General Counsel

415 East Middlefield Road Mountain View, CA 94043

The telephone number for the Plan Sponsor and Plan Administrator is (650) 919-8100. The Plan Administrator is the named fiduciary charged with the responsibility for administering the Plan.

15.        S TATEMENT OF ERISA R IGHTS .

Participants in the Plan (which is a welfare benefit plan sponsored by the Company) are entitled to certain rights and protections under ERISA. Participants in the Plan are considered participants in the Plan for the purposes of this paragraph and, under ERISA, such Participants are entitled to:

RECEIVE INFORMATION ABOUT YOUR PLAN AND BENEFITS

(a)     Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as worksites, all documents governing the Plan and a copy of the latest annual report (Form 5500 Series), if applicable, filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration;

(b)     Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan and copies of the latest annual report (Form 5500 Series), if applicable, and an updated (as necessary) Summary Plan Description. The Plan Administrator may make a reasonable charge for the copies; and

(c)     Receive a summary of the Plan’s annual financial report, if applicable. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report.

PRUDENT ACTIONS BY PLAN FIDUCIARIES

In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of Participants and other Plan Participants and beneficiaries. No one, including the Participant’s employer, union or any other person, may fire a Participant or otherwise discriminate against a Participant in   any

 

 


 

way to prevent a Participant from obtaining a Plan benefit or exercising a Participant’s rights under ERISA.

ENFORCEMENT OF PARTICIPANT RIGHTS

If a Participant’s claim for a Plan benefit is denied or ignored, in whole or in part, the Participant has a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps a Participant can take to enforce the above rights. For instance, if the Participant requests a copy of Plan documents or the latest annual report from the Plan, if applicable, and does not receive them within 30 days, the Participant may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay the Participant up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator.

If a Participant has a claim for benefits that is denied or ignored, in whole or in part, the Participant may file suit in a state or federal court.

If a Participant is discriminated against for asserting the Participant’s rights, the Participant may seek assistance from the U.S. Department of Labor, or the Participant may file suit in a federal court. The court will decide who should pay court costs and legal fees. If the Participant is successful, the court may order the person the Participant has sued to pay these costs and fees. If the Participant loses, the court may order the Participant to pay these costs and fees, for example, if it finds the Participant’s claim is frivolous.

ASSISTANCE WITH PARTICIPANT QUESTIONS

If a Participant has any questions about the Plan, the Participant should contact the Plan Administrator. If the Participant have any questions about this statement or about the Participant’s rights under ERISA, or if the Participant needs assistance in obtaining documents from the Plan Administrator, the Participant should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in the Participant’s telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. A Participant may also obtain certain publications about the Participant’s rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

16.        G ENERAL P ROVISIONS .

(a)    Notices. Any notice, demand or request required or permitted to be given by either the Company or a Participant pursuant to the terms of the Plan will be in writing and will be deemed given when delivered personally, when received electronically (including email addressed to the Participant’s Company email account and to the Company email account of the Company’s General Counsel), or deposited in the U.S. Mail, First Class with postage prepaid, and addressed to the parties, in the case of the Company, at the address set forth in above, in the case of a Participant, at the address as set forth in the Company’s employment file maintained for the

 

 


 

 

Participant as previously furnished by the Participant or such other address as a party may request by notifying the other in writing.

(b)    Transfer and Assignment. The rights and obligations of a Participant under the Plan may not be transferred or assigned without the prior written consent of the Company. The Plan will be binding upon any surviving entity resulting from a Change in Control and upon any other person who is a successor by merger, acquisition, consolidation or otherwise to the business formerly carried on by the Company without regard to whether or not such person or entity actively assumes the obligations hereunder.

(c)    Waiver. Any party’s failure to enforce any provision or provisions of the Plan will not in any way be construed as a waiver of any such provision or provisions, nor prevent any party from thereafter enforcing each and every other provision of the Plan. The rights granted to the parties herein are cumulative and will not constitute a waiver of any party’s right to assert all other legal remedies available to it under the circumstances.

(d)    Severability. Should any provision of the Plan be declared or determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.

(e)    Section Headings. Section headings in the Plan are included only for convenience of reference and will not be considered part of the Plan for any other purpose.

[R EMAINDER OF P AGE L EFT I NTENTIONALLY B LANK ]

11.

 

 


 

E XHIBIT  A

F ORM OF R ELEASE A GREEMENT

[E MPLOYEES A GE 40 OR O VER ; G ROUP T ERMINATION ]

I have reviewed, I understand, and I agree completely to the terms set forth in the MobileIron, Inc. Severance Benefit Plan (the “ Plan ”).

I understand that this Release, together with the Plan, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company, affiliates of the Company, and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company or an affiliate of the Company that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Plan.

I hereby acknowledge and reaffirm my obligations under my Confidentiality Agreement.

Except as otherwise set forth in this Release, I hereby generally and completely release the Company and its affiliates, and its and their parents, subsidiaries, successors, predecessors and affiliates, and its and their partners, members, directors, officers, employees, stockholders, shareholders, agents, attorneys, predecessors, insurers, affiliates and assigns (collectively, the “ Released Parties ”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to or on the date I sign this Release (collectively, the “ Released Claims ”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company and its affiliates, or their affiliates, or the termination of that employment; (b) all claims related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company and its affiliates, or their affiliates; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, provincial and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act (as amended) (“ ADEA ”), the federal Employee Retirement Income Security Act of 1974 (as amended), the federal Family and Medical Leave Act (as amended) (“ FMLA ”), the California Family Rights Act (as amended) (“ CFRA ”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).

Notwithstanding the foregoing, I understand that the following rights or claims are not included in my Release (the “ Excluded Claims ”): (a) any rights or claims for indemnification I may have pursuant to any fully executed indemnification agreement with

 

 


 

the Company or its affiliate to which I am a party; the charter, bylaws, or operating agreements of the Company or its affiliate; or under applicable law; (b) any rights or claims which cannot be waived as a matter of law; or (c) any claims for breach of the Plan arising after the date that I sign this Release. In addition, I understand that nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or any other government agency, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might have against the Released Parties that are not included in the Released Claims.

I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA, and that the consideration given under the Plan for the waiver and release in the preceding paragraphs hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (a) my waiver and release do not apply to any rights or claims that may arise after the date I sign this Release; (b) I should consult with an attorney prior to signing this Release (although I may choose voluntarily not to do so); (c) I have 45 days to consider this Release (although I may choose voluntarily to sign this Release earlier); (d) I have 7 days following the date I sign this Release to revoke the Release by providing written notice of my revocation to an office of the Company; (e) this Release will not be effective until the date upon which the revocation period has expired, which will be the eighth day after I sign this Release; and (f) I have received with this Release a written disclosure under 29 U.S. Code Section 626(f)(1)(H) that includes certain information relating to the Company’s group termination.

In giving the releases set forth in this Release, which include claims which may be unknown or unsuspected by me at present, I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction with respect to the releases granted herein, including but not limited to the release of unknown and unsuspected claims granted in this Release.

I hereby represent and warrant that: (a) I have been paid all compensation owed and for all time worked; (b) I have received all the leave and leave benefits and protections for which I am eligible pursuant to FMLA, CFRA, the Company’s policies, or applicable law; and (c) I have not suffered any on-the-job injury or illness for which I have not already filed a workers’ compensation claim.

I acknowledge that to become effective, I must sign and return this Release to the Company so that it is received not later than 45 days following the date it is provided to me, and I must not subsequently revoke the Release.

 

 


 

 

 

 

P ARTICIPANT :

 

 

 

 

 

(Signature)

 

 

 

Printed Name:

 

 

Date:

 

 

 

 

 

[R EMAINDER OF P AGE L EFT I NTENTIONALLY B LANK ]

 

 

 


 

 

F ORM OF R ELEASE A GREEMENT [E MPLOYEES U NDER A GE 40]

I have reviewed, I understand, and I agree completely to the terms set forth in the MobileIron, Inc. Severance Benefit Plan (the “ Plan ”).

I understand that this Release, together with the Plan, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company, affiliates of the Company, and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company or an affiliate of the Company that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Plan.

I hereby acknowledge and reaffirm my obligations under my Confidentiality Agreement.

Except as otherwise set forth in this Release, I hereby generally and completely release the Company and its affiliates, and its and their parents, subsidiaries, successors, predecessors and affiliates, and its and their partners, members, directors, officers, employees, stockholders, shareholders, agents, attorneys, predecessors, insurers, affiliates and assigns (collectively, the “ Released Parties ”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to or on the date I sign this Release (collectively, the “ Released Claims ”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company and its affiliates, or their affiliates, or the termination of that employment; (b) all claims related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company and its affiliates, or their affiliates; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, provincial and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Employee Retirement Income Security Act of 1974 (as amended), the federal Family and Medical Leave Act (as amended) (“ FMLA ”), the California Family Rights Act (as amended) (“ CFRA ”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).

Notwithstanding the foregoing, I understand that the following rights or claims are not included in my Release (the “ Excluded Claims ”): (a) any rights or claims for indemnification I may have pursuant to any fully executed indemnification agreement with the Company or its affiliate to which I am a party; the charter, bylaws, or operating agreements of the Company or its affiliate; or under applicable law; (b) any rights or claims which cannot be waived as a matter of law; or (c) any claims for breach of the Plan arising

 

 


 

 

after the date that I sign this Release. In addition, I understand that nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or any other government agency, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might have against the Released Parties that are not included in the Released Claims.

In giving the releases set forth in this Release, which include claims which may be unknown or unsuspected by me at present, I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction with respect to the releases granted herein, including but not limited to the release of unknown and unsuspected claims granted in this Release.

I hereby represent and warrant that: (a) I have been paid all compensation owed and for all time worked; (b) I have received all the leave and leave benefits and protections for which I am eligible pursuant to FMLA, CFRA, the Company’s policies, or applicable law; and (c) I have not suffered any on-the-job injury or illness for which I have not already filed a workers’ compensation claim.

I acknowledge that to become effective, I must sign and return this Release to the Company so that it is received not later than 14 days following the date it is provided to me.

 

P ARTICIPANT :

 

 

 

 

 

(Signature)

 

 

 

Printed Name:

 

 

Date:

 

 

 

 

 

[R EMAINDER OF P AGE L EFT I NTENTIONALLY B LANK ]

 

 


Exhibit 31.1

I, Simon Biddiscombe, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of MobileIron, 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: May 4, 2018

 

 

 

/s/ Simon Biddiscombe

 

 

 

 

Simon Biddiscombe

 

 

 

 

President and Chief Executive Officer

 

 

 

 

(Principal Executive Officer)

 


Exhibit 31.2

I, Shawn Ayers, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of MobileIron, 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 May 4, 2018

 

 

  

/s/ Shawn Ayers

 

 

 

  

Shawn Ayers

 

 

 

  

Interim Chief Financial Officer

 

 

 

  

(Principal Financial and Accounting Officer)

 


Exhibit 32.1

CERTIFICATION

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), Simon Biddiscombe, President and Chief Executive Officer (Principal Executive Officer) of MobileIron, Inc. (the “Company”), and Shawn Ayers, Interim Chief Financial Officer (Principal Financial and Accounting Officer) of the Company, each hereby certifies that, to the best of his or her knowledge:

1. The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2018, to which this Certification is attached as Exhibit 32.1 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act, and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 4, 2018

I N  W ITNESS  W HEREOF , the undersigned have set their hands hereto as of the 4th day of May, 2018.

Imon

 

 

 

 

 

 

 

 

 

/s/ Simon Biddiscombe

 

 

 

/s/ Shawn Ayers

Simon Biddiscombe

 

 

 

Shawn Ayers

President and Chief Executive Officer

 

 

 

Interim Chief Financial Officer

(Principal Executive Officer)

 

 

 

(Principal Financial and Accounting Officer)

“This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of MobileIron, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.”