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EX-10.4 - EX-10.4 - MOBILEIRON, INC.mobl-20150331ex10437005b.htm
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EX-31.2 - EX-31.2 - MOBILEIRON, INC.mobl-20150331ex3127d9d4a.htm
EX-10.3 - EX-10.3 - MOBILEIRON, INC.mobl-20150331ex1031aee76.htm

 

 

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, 2015

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.)

 

 

415 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

 

 

 

 

 

 

 

 

 

Large accelerated filer                      Accelerated filer  

    

  Non-accelerated filer  

  

Smaller reporting company  

 

 

 

 

    

(Do not check if a smaller reporting company)

  

 

 

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 27, 2015, there were 77,991,885 shares of the registrant’s common stock, $0.0001 par value, issued and outstanding.

 

 

 

 


 

INDEX TO QUARTERLY REPORT ON FORM 10-Q

For the Quarter Ended March 31, 2015

 

 

 

Page

PART I FINANCIAL INFORMATION 

 

 

Item 1. Financial Statements: 

 

 

Condensed Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014 

 

5

Condensed Consolidated Statements of Operations for the three months ended March  31, 2015 and 2014 

 

Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2015 

 

7

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2014 

 

Notes to Condensed Consolidated Financial Statements 

 

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

 

27 

Item 3. Quantitative and Qualitative Disclosure About Market Risk 

 

41 

Item 4. Controls and Procedures 

 

41 

PART II OTHER INFORMATION 

 

43 

Item 1. Legal Proceedings 

 

43 

Item 1A. Risk Factors 

 

43 

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

 

67 

Item 3. Defaults Upon Senior Securities 

 

67 

Item 4. Mine Safety Disclosures 

 

67 

Item 5. Other Information 

 

68 

Item 6. Exhibits 

 

70 

Signatures 

 

72 

 

 

 

2


 

 

 

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, 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.

3


 

 

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,” “project,””potentially,””predict,” “plan,” “outlook,” “target,” “expect,” 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;

 

 

 

 

our business plan and our ability to effectively manage our growth and associated investments;

 

 

 

 

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 further penetrate our existing customer base;

 

 

 

 

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

 

 

 

 

cost of revenue, including changes in costs associated with production, manufacturing and customer support;

 

 

 

 

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 partners and logistics providers;

 

 

 

 

economic and industry trends or trend analysis;

 

 

 

 

the effects of seasonal trends on our results of operations;

 

 

 

 

future acquisitions of or investments in complementary companies, products, subscriptions or technologies; and

 

 

 

 

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

 

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 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 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 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 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.

 

 

4


 

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, 

 

    

 

2015

    

2014

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

96,702 

 

$

104,287 

 

Short-term investments

 

 

20,369 

 

 

13,869 

 

Accounts receivable, net of allowance for doubtful accounts of $550 at March 31, 2015 and December 31, 2014

 

 

29,998 

 

 

34,676 

 

Prepaid expenses and other current assets

 

 

7,018 

 

 

4,018 

 

Total current assets

 

 

154,087 

 

 

156,850 

 

Long-term investments

 

 

15,370 

 

 

22,220 

 

Property and equipment—net

 

 

4,355 

 

 

3,978 

 

Intangible assets—net

 

 

1,908 

 

 

2,132 

 

Goodwill

 

 

5,475 

 

 

5,475 

 

Other assets

 

 

1,624 

 

 

1,187 

 

TOTAL ASSETS

 

$

182,819 

 

$

191,842 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

4,860 

 

$

1,137 

 

Accrued expenses

 

 

14,143 

 

 

21,169 

 

Deferred revenue-current

 

 

46,921 

 

 

44,096 

 

TOTAL CURRENT LIABILITIES

 

 

65,924 

 

 

66,402 

 

Long-term liabilities:

 

 

 

 

 

 

 

Deferred revenue-noncurrent

 

 

10,173 

 

 

10,078 

 

Other long-term liabilities

 

 

276 

 

 

268 

 

TOTAL LIABILITIES

 

 

76,373 

 

 

76,748 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 11)

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock, $0.0001 par value, 300,000,000 shares authorized, 77,921,699 shares and 76,153,844 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively

 

 

 

 

 

Additional paid-in capital

 

 

318,121 

 

 

305,809 

 

Accumulated deficit

 

 

(211,683)

 

 

(190,723)

 

TOTAL STOCKHOLDERS’ EQUITY

 

 

106,446 

 

 

115,094 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

182,819 

 

$

191,842 

 

See accompanying notes.

 

 

 

5


 

MOBILEIRON, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31, 

 

 

    

2015

    

2014

 

Revenue

 

 

 

 

 

 

 

Perpetual license

 

$

12,059 

 

$

14,675 

 

Subscription

 

 

10,197 

 

 

5,966 

 

Software support and services

 

 

11,238 

 

 

7,572 

 

Total revenue

 

 

33,494 

 

 

28,213 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

 

 

 

 

 

Perpetual license

 

 

599 

 

 

1,111 

 

Subscription

 

 

1,739 

 

 

1,240 

 

Software support and services

 

 

4,157 

 

 

2,886 

 

Total cost of revenue

 

 

6,495 

 

 

5,237 

 

Gross profit

 

 

26,999 

 

 

22,976 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Research and development

 

 

13,501 

 

 

10,299 

 

Sales and marketing

 

 

25,805 

 

 

21,764 

 

General and administrative

 

 

8,398 

 

 

4,608 

 

Amortization of intangible assets

 

 

 —

 

 

52 

 

Total operating expenses

 

 

47,704 

 

 

36,723 

 

 

 

 

 

 

 

 

 

Operating loss

 

 

(20,705)

 

 

(13,747)

 

Other expense - net

 

 

122 

 

 

97 

 

Loss before income taxes

 

 

(20,827)

 

 

(13,844)

 

Income tax expense

 

 

133 

 

 

118 

 

Net loss

 

$

(20,960)

 

$

(13,962)

 

Net loss per share, basic and diluted

 

$

(0.27)

 

$

(1.23)

 

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

 

 

76,990 

 

 

11,335 

 

 

See accompanying notes.

 

6


 

MOBILEIRON, INC.

CONDENSED CONSOLIDATED STATEMENTS 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, 2014

 

76,153,844 

 

$

 

$

305,809 

 

$

(190,723)

 

$

115,094 

 

Issuance of common stock for stock option exercises, net of repurchases

 

1,012,828 

 

 

 —

 

 

2,315 

 

 

 —

 

 

2,315 

 

Vesting of early exercised stock options and restricted stock

 

77,601 

 

 

 —

 

 

90 

 

 

 —

 

 

90 

 

Issuance of common stock pursuant to the Employee Stock Purchase Plan

 

623,634 

 

 

 —

 

 

4,771 

 

 

 —

 

 

4,771 

 

Vesting of restricted stock units

 

53,792 

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Stock-based compensation

 

 —

 

 

 —

 

 

5,136 

 

 

 —

 

 

5,136 

 

Net loss

 

 —

 

 

 —

 

 

 —

 

 

(20,960)

 

 

(20,960)

 

BALANCE—March 31, 2015

 

77,921,699 

 

$

 

$

318,121 

 

$

(211,683)

 

$

106,446 

 

 

See accompanying notes.

 

7


 

MOBILEIRON, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31, 

 

 

    

2015

    

2014

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net loss

 

$

(20,960)

 

$

(13,962)

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

Stock-based compensation expense

 

 

5,136 

 

 

2,426 

 

Depreciation

 

 

578 

 

 

484 

 

Amortization of intangible assets

 

 

223 

 

 

121 

 

Loss on disposal of equipment

 

 

 —

 

 

21 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

 

4,678 

 

 

2,052 

 

Other current and noncurrent assets

 

 

(3,186)

 

 

(2,464)

 

Accounts payable

 

 

3,723 

 

 

221 

 

Accrued expenses and other long-term liabilities

 

 

(3,738)

 

 

(1,321)

 

Deferred revenue

 

 

2,920 

 

 

2,085 

 

Net cash used in operating activities

 

 

(10,626)

 

 

(10,337)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(955)

 

 

(496)

 

Proceeds from maturities of investment securities

 

 

4,500 

 

 

 —

 

Purchase of investment securities

 

 

(4,207)

 

 

 —

 

Net cash used in investing activities

 

 

(662)

 

 

(496)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Amount drawn from revolving line of credit

 

 

 —

 

 

3,300 

 

Repayments of revolving line of credit

 

 

 —

 

 

(4,300)

 

Proceeds from the issuance of convertible preferred stock-net of cash issuance costs

 

 

 —

 

 

1,994 

 

Payment of offering costs related to initial public offering

 

 

 —

 

 

(579)

 

Proceeds from Employee Stock Purchase Plan

 

 

1,582 

 

 

 —

 

Proceeds from exercise of stock options

 

 

2,121 

 

 

1,289 

 

Net cash provided by financing activities

 

 

3,703 

 

 

1,704 

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

 

(7,585)

 

 

(9,129)

 

CASH AND CASH EQUIVALENTS—Beginning of period

 

 

104,287 

 

 

73,573 

 

CASH AND CASH EQUIVALENTS—End of period

 

$

96,702 

 

$

64,444 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

Cash paid for income taxes

 

$

99 

 

$

91 

 

SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Issuance of shares under the Employee Stock Purchase Plan

 

$

4,771 

 

$

 —

 

Offering costs recorded in accrued liabilities

 

$

 —

 

$

974 

 

 

See accompanying notes.

8


 

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.

 

Initial Public Offering

 

In June 2014, we completed our initial public offering, or our IPO, in which we issued and sold 12,777,777 shares of common stock, including 1,666,666 million shares of common stock sold pursuant to the full exercise of the underwriters’ over-allotment option, at a price of $9.00 per share. We received aggregate proceeds of $107.0 million from the sale of shares of common stock, net of underwriters’ discounts and commissions, but before deducting offering expenses of approximately $4.1 million. Upon the closing of the initial public offering, all shares of our outstanding convertible preferred stock automatically were converted into 49,646,975 shares of common stock.

 

Basis of Presentation and Consolidation

 

The accompanying unaudited condensed consolidated financial statements as of March 31, 2015 and for the three months ended March 31, 2015 and 2014 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 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, 2015, our operating results for the three months ended March 31, 2015 and 2014, and our cash flows for the three months ended March 31, 2015 and 2014. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2015. The condensed consolidated balance sheet as of December 31, 2014 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 thereto for the year ended December 31, 2014, included in our Annual Report on Form 10-K filed with the SEC on February 27, 2015.

 

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 arising are recorded as foreign currency gains (losses) in the consolidated statements of operations. We recognized a foreign currency loss of approximately $174,000 and $76,000 for the three months ended March 31, 2015 and 2014, respectively, in other expense—net in our condensed consolidated statements of operations.

9


 

 

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. These estimates include, but are not limited to, revenue recognition, stock-based compensation, stock-settled bonus, goodwill, intangible assets 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 $80.2 million, are held in a 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 in 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. As of March 31, 2015 and December 31, 2014 we have an allowance for doubtful accounts of $550,000.

 

One reseller accounted for 20% of total revenue (1% as an end customer) and 26% of total revenue (2% as an end customer) for the three months ended March 31, 2015 and 2014, respectively. The same reseller accounted for 17% and 16% of net accounts receivable as of March 31, 2015 and December 31, 2014, 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

 

We derive revenue principally from software-related arrangements consisting of perpetual software licenses, post-contract customer support for such licenses, or PCS or software support, including when and if available updates, and professional services such as consulting and training services. We also offer our software as term-based licenses and cloud-based arrangements. In addition, we install our software on servers that we ship to customers.

 

We begin to recognize revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been provided, (iii) the sales price is fixed or determinable, and (iv) collection of the related receivable is probable. If collection is not considered probable, revenue is recognized only upon collection.

 

Signed agreements, including by electronic acceptance, are used as evidence of an arrangement. Delivery is considered to occur when we provide a customer with a link and credentials to download our software. Delivery of a hardware appliance (an “appliance”) is considered to occur when title and risk of loss has transferred to the customer, which typically occurs when appliances are delivered to a common carrier. Delivery of services occurs when performed.

 

10


 

Prior to January 1, 2013, we had not established vendor specific objective evidence, or VSOE, of fair value for any of the elements in our multiple-element arrangements. As of January 1, 2013, we determined that we had sufficient history to establish VSOE of fair value for PCS and professional services. Prior to January 1, 2013, we did not have VSOE of fair value for our software-related undelivered elements due to limited history of stand-alone sales transactions and inconsistency in pricing. We established VSOE of fair value when we had a substantial majority of stand-alone sales transactions of software support and services pricing within a narrow pricing band. In our VSOE analysis, we generally include stand-alone sales transactions completed during a rolling 12 month period unless a shorter period is appropriate due to changes in our pricing structure.

 

We typically enter into multiple-element arrangements with our customers in which a customer may purchase a combination of software on a perpetual or subscription license, PCS, and professional services. The professional services are not considered essential to the functionality of the software. All of these elements are considered separate units of accounting. Our standard agreements do not include rights for customers to cancel or terminate arrangements or to return software to obtain refunds.

 

We use the residual method to recognize revenue when a perpetual license arrangement includes one or more elements to be delivered at a future date provided the following criteria are met: (i) VSOE of fair value does not exist for one or more of the delivered items but exists for all undelivered elements, (ii) all other applicable revenue recognition criteria are met and (iii) the fair value of all of the undelivered elements is less than the arrangement fee. VSOE of fair value is based on the normal pricing practices for those products and services when sold separately by us and contractual customer renewal rates for post-contract customer support services. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is recognized as revenue in the period in which it was earned. If evidence of the fair value of one or more undelivered elements does not exist, then the revenue is deferred and recognized when delivery of those elements occurs, or when fair value can be established, or ratably over the PCS period if the only undelivered element is PCS—we refer to these deferred revenue elements as the “Deferred Portion.”

 

Revenue from subscriptions to our on-premise term licenses, arrangements where perpetual and subscriptions to our on-premise term licenses are sold together, and subscriptions to our cloud service are recognized ratably over the contractual term for all periods presented and are included as a component of subscription revenue within our consolidated statements of operations. We refer to arrangements where perpetual and subscriptions to our on-premise term licenses are sold together as “Bundled Arrangements.”

 

Occasionally, we enter into multiple-element arrangements with our customers in which a customer may purchase a combination of software on a perpetual or term basis, PCS, professional services, and appliances. We generally provide the appliances and software upon the commencement of the arrangement and provide software-related elements throughout the support period. We account for appliance-bundled arrangements under the revised accounting standard related to multiple-element arrangements, Accounting Standard Update, or ASU, No. 2009-13, Multiple Element Arrangements, and determine the revenue to be recognized based on the standard’s fair value hierarchy and then determine the value of each element in the arrangement based on the relative selling price of the arrangement. Amounts related to appliances are generally recognized upon delivery with the remaining consideration allocated to software and software-related elements, which are recognized as described elsewhere in this policy.

 

Revenue from PCS is recognized ratably over the support term and is included as a component of software support and service revenue within the consolidated statements of operations.

 

Revenue related to professional services is recognized upon delivery and is included as a component of software support and services revenue within the consolidated statements of operations.

 

Prior to establishing VSOE of fair value for PCS and professional services on January 1, 2013, we recognized revenue for multiple element software and software-related arrangements ratably from the date of service commencement over the contractual term of the related PCS arrangement. After January 1, 2013, the deferred revenue related to these arrangements continues to be recognized ratably over the remaining contractual term of the PCS arrangement. Approximately $771,000 and $1.6 million of perpetual license revenue in three months ended 

11


 

March 31, 2015 and 2014, respectively, is related to sales made prior to January 1, 2013. Approximately $1.4 million and $2.1 million of deferred revenue as of March 31, 2015 and December 31, 2014, respectively, is related to sales made prior to January 1, 2013.

 

We allocated the revenue from all multiple-element arrangements entered into prior to the establishment of VSOE of fair value for our PCS and professional services to each respective revenue caption using our best estimate of value of each element based on the facts and circumstances of the arrangements, our go-to-market strategy, price list and discounts from price list as applicable. We believe that the allocation between the revenue captions allows for greater transparency and comparability of revenue from period to period even though VSOE of fair value may not have existed at that time.

 

Appliance revenue was less than 10% of total revenue for all periods presented and is included as a component of perpetual license revenue within the consolidated statements of operations.

 

Generally, sales made through resellers are fulfilled to the end customer and processed in the same period. The inventory of licenses held by the resellers was immaterial for all periods presented.

 

Shipping charges and sales tax billed to partners are excluded from revenue.

 

Sales commissions and other incremental costs to acquire contracts are also expensed as incurred and are recorded in sales and marketing expense.

 

For all arrangements, any revenue that has been deferred and is expected to be recognized beyond one year is classified as long-term deferred revenue in the consolidated balance sheets.

 

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, 2015 and December 31, 2014 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, 2015 and 2014, there were no differences between net loss and comprehensive loss. Therefore, the consolidated statements of comprehensive loss have been omitted.

 

12


 

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, 2015 and 2014, 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.

 

Inventory

 

We have appliances (industry standard hardware servers available from multiple vendors) that are available for customers to purchase, on which we will preinstall our software prior to shipment. Inventory is stated at the lower of cost or net realizable value. We value our inventory using the first-in, first-out method. Appropriate consideration is given to obsolescence, excessive levels, deterioration and other factors in evaluating net realizable value—such adjustments were not material for any period presented. The entire inventory is comprised of finished goods. As of March 31, 2015 and as of December 31, 2014, we had inventory of $467,000 and $528,000, respectively, which is included in prepaid expenses and other current assets in the consolidated balance sheets.

 

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 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 lives, 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 consolidated statements of operations.

 

13


 

Goodwill and Intangible Assets

 

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 record purchased intangible assets at their respective estimated fair values at the date of acquisition. Purchased intangible assets are being amortized using the straight-line method over their remaining estimated useful lives, which range from three to five years. We evaluate the remaining useful lives of intangible assets on a periodic basis to determine whether events or circumstances warrant a revision to the remaining estimated amortization period.

 

We have determined that our intangible assets have not been impaired during the three months ended March 31, 2015.

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 purchased intangible assets and property and equipment, by comparison of its carrying amount to the future undiscounted 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. We estimated the forfeiture rate for the three months ended March 31, 2015 and the corresponding period of 2014 based on our historical experience for annual grant years where the majority of the vesting terms have been satisfied. We recognize compensation costs for awards with service and performance vesting conditions on an accelerated method over the requisite service period of the award. For stock options, restricted stock units 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, 2015 and 2014 was not significant.

 

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

14


 

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.

 

In May 2014, the FASB, jointly with the International Accounting Standards Board, issued a comprehensive new standard on revenue recognition from contracts with customers. 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 applying this new guidance to contracts within its scope, an entity will: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. Additionally, this new guidance will require significantly expanded disclosures about revenue recognition. Provisions of this new standard are effective for annual reporting periods (including interim reporting periods within those annual periods) beginning after December 15, 2016. Early adoption is not permitted. Entities have the option of using either a full retrospective or a modified retrospective approach to adopt this new guidance. We are currently evaluating the potential effect on our consolidated financial statements from adoption of this standard.

 

 

2.Significant Balance Sheet Components

 

Property and Equipment —Property and equipment at March 31, 2015 and December 31, 2014 consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

    

March 31, 2015

    

December 31, 2014

 

Computers and appliances

 

$

6,770 

 

$

6,405 

 

Purchased software

 

 

1,742 

 

 

1,698 

 

Furniture and fixtures

 

 

283 

 

 

182 

 

Leasehold improvements

 

 

1,162 

 

 

717 

 

Total property and equipment

 

 

9,957 

 

 

9,002 

 

Accumulated depreciation and amortization

 

 

(5,602)

 

 

(5,024)

 

Total property and equipment—net

 

$

4,355 

 

$

3,978 

 

 

 

Accrued Expenses —Accrued expenses at March 31, 2015 and December 31, 2014 consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

    

March 31, 2015

    

December 31, 2014

 

Accrued commissions

 

$

3,634 

 

$

6,199 

 

Accrued vacation

 

 

2,809 

 

 

3,589 

 

Employee Stock Purchase Plan liability

 

 

1,091 

 

 

4,280 

 

Other accrued payroll-related expenses

 

 

2,425 

 

 

2,231 

 

Liability for early exercised stock options (Note 9)

 

 

204 

 

 

294 

 

Other accrued liabilities

 

 

3,980 

 

 

4,576 

 

Total accrued expenses

 

$

14,143 

 

$

21,169 

 

 

15


 

Deferred Revenue —Current and non-current deferred revenue at March 31, 2015 and December 31, 2014 consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

    

March 31, 2015

    

December 31, 2014

 

Perpetual license

 

$

2,036 

 

$

3,045 

 

Subscription

 

 

22,134 

 

 

19,981 

 

Software support

 

 

30,981 

 

 

29,213 

 

Professional services

 

 

1,943 

 

 

1,935 

 

Total current and noncurrent deferred revenue

 

$

57,094 

 

$

54,174 

 

 

Included in deferred perpetual license revenue was $1.4 million and $2.1 million at March 31, 2015 and at December 31, 2014, respectively, of revenue deferred for multiple element software license arrangements billed prior to January 1, 2013 for which we did not recognize revenue immediately due to lack of VSOE of fair value for software support and services. See Note 1 entitled “Description of Business and Significant Accounting Policies” of these condensed consolidated financial statements.

 

3.Fair Value Measurement

 

With the exception of our held-to-maturity fixed income investments, we report all 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 (formerly FASB Statement No. 157, 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.

 

 

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, 2015 or December 31, 2014.

 

16


 

Our financial instruments measured at fair value as of March 31, 2015 and December 31, 2014 were as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31, 2015

 

(in thousands)

    

Level 1

    

Level 2

    

Level 3

    

Total

 

Money market funds

 

$

80,226 

 

$

 —

 

$

 —

 

$

80,226 

 

Corporate debt securities

 

 

 —

 

 

19,616 

 

 

 —

 

 

19,616 

 

Commercial paper

 

 

 —

 

 

15,294 

 

 

 —

 

 

15,294 

 

Securities and obligations of U.S. government agencies

 

 

 —

 

 

12,237 

 

 

 —

 

 

12,237 

 

Total

 

$

80,226 

 

$

47,147 

 

$

 —

 

$

127,373 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

As of December 31, 2014

 

(in thousands)

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Money market funds

 

$

77,522 

 

$

 —

 

$

 —

 

$

77,522 

 

Corporate debt securities

 

 

 —

 

 

19,738 

 

 

 —

 

 

19,738 

 

Commercial paper

 

 

 —

 

 

16,393 

 

 

 —

 

 

16,393 

 

Securities and obligations of U.S. government agencies

 

 

 —

 

 

13,636 

 

 

 —

 

 

13,636 

 

Total

 

$

77,522 

 

$

49,767 

 

$

 —

 

$

127,289 

 

 

 

 

 

4.Investments 

 

Our portfolio of fixed income securities consists of commercial paper, corporate debt securities and securities and obligations of U.S. government agencies. 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, 2015 and December 31, 2014 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31, 2015

 

 

    

Amortized

    

    

 

    

    

 

    

Fair

 

(in thousands)

 

cost

 

Gains

 

Losses

 

Value

 

Corporate debt securities

 

$

19,608 

 

$

11 

 

$

(3)

 

$

19,616 

 

Commercial paper

 

 

15,292 

 

 

 

 

 —

 

 

15,294 

 

Securities and obligations of U.S. government agencies

 

 

12,236 

 

 

 

 

(4)

 

 

12,237 

 

Total

 

$

47,136 

 

$

18 

 

$

(7)

 

$

47,147 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2014

 

    

Amortized

    

    

 

    

    

 

    

Fair

(in thousands)

 

cost

 

Gains

 

Losses

 

Value

Corporate debt securities

 

$

19,756 

 

$

 

$

(21)

 

$

19,738 

Commercial paper

 

 

16,391 

 

 

 

 

 —

 

 

16,393 

Securities and obligations of U.S. government agencies

 

 

13,641 

 

 

 

 

(7)

 

 

13,636 

Total

 

$

49,788 

 

$

 

$

(28)

 

$

49,767 

 

17


 

 

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

 

 

 

 

 

 

 

 

 

 

    

As of March 31, 

 

As of December 31,

(in thousands)

 

2015

 

2014

Cash equivalents

 

$

11,397 

 

$

13,699 

Short-term investments

 

 

20,369 

 

 

13,869 

Long-term investments

 

 

15,370 

 

 

22,220 

Total investments

 

$

47,136 

 

$

49,788 

 

The gross amortized cost and estimated fair value of our held-to-maturity investments at March 31, 2015 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, 2015

 

As of December 31, 2014

 

 

    

Gross

    

 

 

Gross

    

 

 

 

 

Amortized

 

Fair

 

Amortized

 

Fair

 

(in thousands)

 

Cost

 

Value

 

Cost

 

Value

 

Due in one year or less

 

$

31,766 

 

$

31,768 

 

$

27,568 

 

$

27,565 

 

Due after one year through five years

 

 

15,370 

 

 

15,379 

 

 

22,220 

 

 

22,202 

 

Total

 

$

47,136 

 

$

47,147 

 

$

49,788 

 

$

49,767 

 

   

 

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, 2015, we had an insignificant amount of unrealized gains or losses, and we did not recognize any other-than-temporary impairments. 

 

 

5.Goodwill and Intangibles

 

The following table reflects intangible assets subject to amortization as of March 31, 2015 and December 31, 2014 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

March 31, 2015

 

 

    

Gross Carrying

    

Accumulated

    

 

 

    

Net Book

 

 

 

Amount

 

Amortization

 

Impairment

 

Value

 

Technology

 

 

3,080 

 

 

(1,172)

 

 

 —

 

 

1,908 

 

Total

 

$

3,080 

 

$

(1,172)

 

$

 —

 

$

1,908 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

December 31, 2014

 

 

    

Gross Carrying

    

Accumulated

    

 

 

    

Net Book

 

 

 

Amount

 

Amortization

 

Impairment

 

Value

 

Technology

 

 

3,080 

 

 

(948)

 

 

 —

 

 

2,132 

 

Total

 

$

3,080 

 

$

(948)

 

$

 —

 

$

2,132 

 

 

Amortization of the technology intangible assets was recorded in cost of revenue. The weighted average remaining life of our intangible assets on March 31, 2015 was 2.6 years.

 

18


 

Estimated remaining intangible assets amortization expense for the next five fiscal years and thereafter is as follows (in thousands):

 

 

 

 

 

 

 

Year

    

    

 

 

2015 (remaining)

 

$

646 

 

2016

 

 

617 

 

2017

 

 

545 

 

2018

 

 

100 

 

2019

 

 

 —

 

Total

 

$

1,908 

 

 

At March 31, 2015 and December 31, 2014, the carrying value of goodwill was as follows (in thousands):

 

 

 

 

 

 

 

 

    

 

    

 

Balance, December 31, 2014

 

$

5,475 

 

Additions

 

 

 —

 

Balance, March 31, 2015

 

$

5,475 

 

 

 

 

 

 

 

6.Line of Credit

 

In August 2012, we entered into a $10.0 million revolving line of credit with a financial institution. The revolving line of credit 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 greater of (1) the prime rate plus 1% or (2) 4.25%. 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 nonfinancial covenants, including limitations on indebtedness and restrictions on dividend distributions, among others, and the borrowing capacity is limited to eligible accounts receivable.

 

In December 2013, we amended the revolving line of credit with the same financial institution to increase the potential borrowing capacity to $20.0 million and extend the maturity date to August 2015. All other material terms and conditions remained the same with the exception of the added requirement that we maintain an adjusted quick ratio (defined as the ratio of current assets to current liabilities minus deferred revenue) of at least 1.15.

 

During the three months ended March 31, 2014, we withdrew $3.3 million and repaid $4.3 million under our line of credit.  There were no outstanding amounts under the line of credit at March 31, 2015 

 

As of March 31, 2015 and December 31, 2014, we were in compliance with all financial covenants. 

 

7.Preferred Stock

 

In January 2014, we issued 200,903 shares of Series F for net cash proceeds of $2.0 million.

 

Upon completion of our IPO in June 2014, all shares of our issued and outstanding convertible preferred stock were automatically converted into 49,646,975 shares of common stock.

 

We amended and restated our certificate of incorporation in June 2014 to authorize the future issuance of up to 10,000,000 shares of convertible preferred stock. No shares of convertible preferred stock were issued and outstanding as of March 31, 2015.

 

 

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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, 2015 and December 31, 2014. 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, 2015 and December 31, 2014, we reserved shares of common stock for issuance as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

March 31, 

    

December 31,

 

 

 

2015

 

2014

 

Options outstanding

 

15,452,533 

 

16,435,568 

 

Unvested restricted stock units outstanding

 

3,795,972 

 

478,789 

 

Unvested restricted stock outstanding

 

64,141 

 

93,805 

 

Unvested early exercised stock options

 

69,250 

 

117,187 

 

Shares available for grant under the 2014 Equity Incentive Plan

 

7,809,624 

 

7,392,158 

 

Shares available for purchase under the Employee Stock Purchase Plan

 

2,211,442 

 

2,071,428 

 

Total

 

29,402,962 

 

26,588,935 

 

 

 

 

9.Share Based Awards

 

2008 Plan

 

The 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 the 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 board of directors adopted our 2014 Plan on April 17, 2014, and our stockholders subsequently approved the 2014 Plan on May 27, 2014. The 2014 Plan became effective on the date that our registration statement was declared effective by the SEC. The 2014 Plan is the successor to and continuation of our 2008 Plan. Upon the effective date of the 2014 Plan, no further grants can be made under our 2008 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 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 Plan that would have otherwise returned to our 2008 Plan (such as upon the expiration or termination of a stock award prior to vesting), not to exceed 16,312,202.

 

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Additionally, the number of shares of our common stock reserved for issuance under our 2014 Plan will 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, 2015, we increased the number of shares of common stock reserved for issuance under our 2014 Plan by 3,818,242 shares.

 

 

2014 Employee Stock Purchase Plan

 

Our board of directors adopted our 2014 Employee Stock Purchase Plan, or ESPP, on April 17, 2014, and our stockholders subsequently approved the ESPP on May 27, 2014. The ESPP became effective immediately upon the execution and delivery of the underwriting agreement related to our IPO. The purpose of the 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. The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Code. The 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.

 

The initial number of shares of our common stock reserved for issuance under our ESPP was 2,071,428 shares. The number of shares of our common stock reserved for issuance under our ESPP will 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, 2015, we increased the number of shares available for issuance under the ESPP by 763,648 shares.

 

 

Restricted Stock and Restricted Stock Units

 

Restricted stock activity for the three months ended March 31, 2015 was as follows:

 

 

 

 

 

 

 

 

 

 

 

    

Restricted Stock

 

 

 

Time-based

 

Time-and-

performance based

 

Total

 

 

 

shares

    

shares

    

shares

 

Unvested, December 31, 2014

 

61,259 

 

32,546 

 

93,805 

 

Granted

 

 —

 

 —

 

 —

 

Vested

 

(17,459)

 

(12,205)

 

(29,664)

 

Cancelled/Forfeited

 

 —

 

 —

 

 —

 

Unvested, March 31, 2015

 

43,800 

 

20,341 

 

64,141 

 

 

For stock-based compensation expense, we measure the value of the restricted stock based on the fair value of our common stock on the date of grant. Our restricted stock grants may be subject to service only or service and performance-based vesting conditions. We expense the fair value of restricted stock grants with service only vesting conditions on a straight-line basis over the vesting period of the awards.

 

For shares subject to service and performance conditions, we evaluate the probability of meeting the vesting conditions at the end of each reporting period to determine how much compensation expense to record. We amortize the fair value, net of estimated forfeitures, as stock-based compensation expense using the graded vesting method over the vesting periods of the awards. To the extent that actual results or updated estimates differ from our original estimates, the cumulative effect on current and prior periods of those changes will be recorded in the period those estimates are revised.

 

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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.

 

Our restricted stock unit activity for the three months ended March 31, 2015 was as follows:

 

 

 

 

 

 

 

 

 

 

 

Restricted Stock Units

 

 

 

 

 

Weighted-

 

 

 

 

 

Average

 

 

 

Number of

 

Grant Date

 

 

    

Shares

    

Fair Value

 

Unvested, December 31, 2014

 

478,789 

 

$

9.45 

 

Granted

 

3,427,978 

 

 

9.22 

 

Vested

 

(53,792)

 

 

9.21 

 

Forfeitures

 

(57,003)

 

 

9.24 

 

Unvested, March 31, 2015

 

3,795,972 

 

$

9.25 

 

 

In February 2015, our board of directors approved the 2015 Executive Bonus Plan and 2015 Non-executive Bonus Plan, or Bonus Plans, each effective as of January 1, 2015. The Bonus Plans are funded based on the achievement of certain Company metrics.

 

Amounts earned under the Bonus Plans, if any, will be issued in shares of unrestricted common stock in the first quarter of 2016. Any shares issued from the Bonus Plans will reduce the 2014 Plan shares available for issuance. We record stock-based compensation expense related to the Bonus Plans, if any, on a straight-line basis over the service period of eligible employees based on forecasted performance relative to the Company metrics. For the three months ended March 31, 2015, no expense was recorded for the Bonus Plans.

 

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Stock Options

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Options Outstanding

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Number of

 

 

 

 

 

 

Average

 

Aggregate

 

 

 

Shares

 

 

 

Weighted-

 

Remaining

 

Intrinsic

 

 

 

Available