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EX-31.2 - EX-31.2 - MOBILEIRON, INC.mobl-20160331ex312792c79.htm
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EX-31.1 - EX-31.1 - MOBILEIRON, INC.mobl-20160331ex31123833a.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, 2016

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 25, 2016, there were 85,097,579 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, 2016

 

 

 

Page

PART I FINANCIAL INFORMATION 

 

5

Item 1. Financial Statements: 

 

5

Condensed Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015

 

5

Condensed Consolidated Statements of Operations for the three months ended March 31, 2016 and 2015

 

6

Condensed Consolidated Statement of Stockholders’ Equity for the three months ended March  31, 2016

 

7

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2016 and 2015

 

8

Notes to Condensed Consolidated Financial Statements 

 

9

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

 

27

Item 3. Quantitative and Qualitative Disclosure About Market Risk 

 

42

Item 4. Controls and Procedures 

 

42

PART II OTHER INFORMATION 

 

44

Item 1. Legal Proceedings 

 

44

Item 1A. Risk Factors 

 

44

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

 

70

Item 3. Defaults Upon Senior Securities 

 

71

Item 4. Mine Safety Disclosures 

 

71

Item 5. Other Information 

 

71

Item 6. Exhibits

 

71

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 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.

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,””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;

 

 

 

 

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 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;

 

 

 

 

our expectations concerning the outcome of litigation; 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, 

 

    

 

2016

    

2015

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

48,552

 

$

47,234

 

Short-term investments

 

 

45,072

 

 

49,576

 

Accounts receivable, net of allowance for doubtful accounts of $520 and $628 at March 31, 2016 and December 31, 2015, respectively

 

 

31,653

 

 

42,674

 

Prepaid expenses and other current assets

 

 

7,901

 

 

4,809

 

TOTAL CURRENT ASSETS

 

 

133,178

 

 

144,293

 

Long-term investments

 

 

1,467

 

 

2,094

 

Property and equipment—net

 

 

6,885

 

 

6,572

 

Intangible assets—net

 

 

1,107

 

 

1,261

 

Goodwill

 

 

5,475

 

 

5,475

 

Other assets

 

 

1,550

 

 

1,419

 

TOTAL ASSETS

 

$

149,662

 

$

161,114

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

1,575

 

$

2,551

 

Accrued expenses

 

 

11,480

 

 

19,196

 

Deferred revenue-current

 

 

55,574

 

 

55,978

 

TOTAL CURRENT LIABILITIES

 

 

68,629

 

 

77,725

 

Long-term liabilities:

 

 

 

 

 

 

 

Deferred revenue-noncurrent

 

 

14,582

 

 

13,897

 

Other long-term liabilities

 

 

1,898

 

 

1,353

 

TOTAL LIABILITIES

 

 

85,109

 

 

92,975

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 11)

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock, $0.0001 par value, 300,000,000 shares authorized, 85,041,516 shares and 81,326,237 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively

 

 

9

 

 

8

 

Additional paid-in capital

 

 

359,196

 

 

343,336

 

Accumulated deficit

 

 

(294,652)

 

 

(275,205)

 

TOTAL STOCKHOLDERS’ EQUITY

 

 

64,553

 

 

68,139

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

149,662

 

$

161,114

 

See accompanying notes.

5


 

 

MOBILEIRON, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31, 

 

 

    

2016

    

2015

 

Revenue

 

 

 

 

 

 

 

Perpetual license

 

$

10,368

 

$

12,059

 

Subscription

 

 

14,623

 

 

10,197

 

Software support and services

 

 

13,016

 

 

11,238

 

Total revenue

 

 

38,007

 

 

33,494

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

 

 

 

 

 

Perpetual license

 

 

859

 

 

599

 

Subscription

 

 

1,783

 

 

1,739

 

Software support and services

 

 

4,628

 

 

4,157

 

Total cost of revenue

 

 

7,270

 

 

6,495

 

Gross profit

 

 

30,737

 

 

26,999

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Research and development

 

 

16,927

 

 

13,501

 

Sales and marketing

 

 

25,668

 

 

25,805

 

General and administrative

 

 

7,548

 

 

8,398

 

Total operating expenses

 

 

50,143

 

 

47,704

 

 

 

 

 

 

 

 

 

Operating loss

 

 

(19,406)

 

 

(20,705)

 

Other (income) expense - net

 

 

(135)

 

 

122

 

Loss before income taxes

 

 

(19,271)

 

 

(20,827)

 

Income tax expense

 

 

176

 

 

133

 

Net loss

 

$

(19,447)

 

$

(20,960)

 

Net loss per share, basic and diluted

 

$

(0.23)

 

$

(0.27)

 

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

 

 

82,977

 

 

76,990

 

 

See accompanying notes.

 

6


 

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, 2015

 

81,326,237

 

$

8

 

$

343,336

 

$

(275,205)

 

$

68,139

 

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

 

208,111

 

 

 —

 

 

301

 

 

 —

 

 

301

 

Vesting of early exercised stock options

 

5,194

 

 

 —

 

 

17

 

 

 —

 

 

17

 

Issuance of common stock pursuant to the Employee Stock Purchase Plan

 

951,226

 

 

 —

 

 

2,579

 

 

 —

 

 

2,579

 

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

 

1,653,371

 

 

1

 

 

5,638

 

 

 —

 

 

5,639

 

Vesting of restricted stock units

 

897,377

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Stock-based compensation

 

 —

 

 

 —

 

 

7,325

 

 

 —

 

 

7,325

 

Net loss

 

 —

 

 

 —

 

 

 —

 

 

(19,447)

 

 

(19,447)

 

BALANCE—March 31, 2016

 

85,041,516

 

$

9

 

$

359,196

 

$

(294,652)

 

$

64,553

 

 

See accompanying notes.

 

7


 

MOBILEIRON, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31, 

 

 

    

2016

    

2015

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net loss

 

$

(19,447)

 

$

(20,960)

 

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

 

 

 

 

 

 

 

Stock-based compensation expense

 

 

8,249

 

 

5,136

 

Depreciation

 

 

868

 

 

578

 

Amortization of intangible assets

 

 

154

 

 

223

 

Amortization of premium on investment securities

 

 

52

 

 

 —

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

 

11,020

 

 

4,678

 

Other current and noncurrent assets

 

 

(3,220)

 

 

(3,186)

 

Accounts payable

 

 

(424)

 

 

3,723

 

Accrued expenses and other long-term liabilities

 

 

(1,080)

 

 

(3,738)

 

Deferred revenue

 

 

282

 

 

2,920

 

Net cash used in operating activities

 

 

(3,546)

 

 

(10,626)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(1,589)

 

 

(955)

 

Proceeds from maturities of investment securities

 

 

29,012

 

 

4,500

 

Purchase of investment securities

 

 

(23,933)

 

 

(4,207)

 

Net cash provided by (used in) investing activities

 

 

3,490

 

 

(662)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Proceeds from Employee Stock Purchase Plan

 

 

1,075

 

 

1,582

 

Proceeds from exercise of stock options

 

 

299

 

 

2,121

 

Net cash provided by financing activities

 

 

1,374

 

 

3,703

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

 

1,318

 

 

(7,585)

 

CASH AND CASH EQUIVALENTS—Beginning of period

 

 

47,234

 

 

104,287

 

CASH AND CASH EQUIVALENTS—End of period

 

$

48,552

 

$

96,702

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

Cash paid for income taxes

 

$

231

 

$

99

 

SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Value of shares issued under the 2015 Non-Executive Bonus Plan

 

 

5,638

 

 

 

 

Value of shares issued under the Employee Stock Purchase Plan

 

$

2,579

 

$

4,771

 

 

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.

 

Basis of Presentation and Consolidation

 

The accompanying unaudited condensed consolidated financial statements as of March 31, 2016 and for the three months ended March 31, 2016 and 2015 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, 2016,  our operating results and our cash flows for the three months ended March 31, 2016 and 2015. Our operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2016. The condensed consolidated balance sheet as of December 31, 2015 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, 2015, included in our Annual Report on Form 10-K filed with the SEC on February 23, 2016.

 

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 gain of $42,000 for the three months ended March 31, 2016 and foreign currency loss $174,000 for the three months ended March 31, 2015, respectively, in other expense—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. These estimates include, but are not limited to, revenue recognition, stock-based compensation, stock-settled bonus expense, goodwill, intangible assets and accounting for income taxes. Actual results could differ from those estimates.

 

9


 

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 $19.0 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 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. As of March 31, 2016 and December 31, 2015 we have an allowance for doubtful accounts of $520,000 and $628,000, respectively.

 

One reseller accounted for 18% of total revenue (1% as an end customer) and 20% of total revenue (1% as an end customer) for the three months ended March 31, 2016 and 2015, respectively.  The same reseller accounted for 15% and 14% of net accounts receivable as of March 31, 2016 and December 31, 2015.

 

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 hardware appliances 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.

 

In our vendor specific objective evidence, or 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

10


 

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 VSOE of 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.

 

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.

 

Historically, sales made through resellers were fulfilled directly to the end users, and we recognized revenue when we delivered licenses to the end users and all other revenue recognition criteria were met. Over time, however, our business has evolved and some of our operators, system integrators and other resellers have requested that we deliver licenses to them. In those instances we recognize revenue at the time that we deliver to our resellers and all other revenue recognition criteria are met; such resellers have no rights of return or exchange.

 

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.

 

11


 

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, 2016 and December 31, 2015 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. We recorded $93,000 and $50,000 of interest income for the three months ended March 31, 2016 and 2015, respectively.

 

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, 2016 and 2015, 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, 2016 and 2015, 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 install 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, 2016 and December 31, 2015, we had inventory of $260,000 and $309,000, 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

12


 

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.

 

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.

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, 2016 based on our historical experience for annual grant years where the majority of the vesting terms have been satisfied. 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, 2016 and 2015 was not significant.

13


 

 

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.

 

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. As clarified by the FASB on July 9, 2015, provisions of this new standard are effective for annual reporting periods (including interim reporting periods within those annual periods) beginning after December 15, 2017. Early adoption is permitted for annual reporting periods (including interim reporting periods within those annual periods) beginning after December 15, 2016. 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.

 

In February 2016, the FASB finalized the Accounting Standard Update, or 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. We are currently evaluating the effect of the standard on our consolidated financial statements and will adopt ASU 2016-02 effective January 1, 2019.

 

In March 2016, the FASB issued new Accounting Standard Update, or ASU, 2016-09, “Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, statutory tax withholding requirements and classification in the statement of cash flows. Under the new standard, excess tax benefits and tax deficiencies are to be recognized as income tax expense or benefit in the income statement and the excess tax benefits and tax deficiencies are considered discrete items in the reporting period they occur and are not included in the estimate of an entity’s annual effective tax rate. Excess tax benefits will be classified along with other cash flows related to income taxes as an operating activity. The ASU allows an entity to elect as an accounting policy either to continue to

14


 

estimate the total number of awards that are expected to vest or account for forfeitures when they occur. The ASU modifies the current exception to liability classification of an award when an employer uses a net-settlement feature to withhold shares to meet the employer’s minimum statutory tax withholding requirement. The guidance is effective for annual reporting periods beginning after December 15, 2016 and interim periods within those fiscal years. We are currently evaluating the effect of the standard on our consolidated financial statements and intend to adopt ASU 2016-09 effective January 1, 2017.

 

 

2.Significant Balance Sheet Components

 

Property and Equipment —Property and equipment at March 31, 2016 and December 31, 2015 consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

    

March 31, 2016

    

December 31, 2015

 

Computers and appliances

 

$

9,104

 

$

7,908

 

Purchased software

 

 

2,237

 

 

2,220

 

Furniture and fixtures

 

 

1,339

 

 

1,338

 

Leasehold improvements

 

 

2,855

 

 

2,887

 

Total property and equipment

 

 

15,535

 

 

14,353

 

Accumulated depreciation and amortization

 

 

(8,650)

 

 

(7,781)

 

Total property and equipment—net

 

$

6,885

 

$

6,572

 

 

 

Accrued Expenses —Accrued expenses at March 31, 2016 and December 31, 2015 consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

    

March 31, 2016

    

December 31, 2015

 

Accrued commissions

 

$

2,755

 

$

4,181

 

Accrued stock-settled bonus

 

 

 —

 

 

4,714

 

Accrued vacation

 

 

622

 

 

512

 

Employee Stock Purchase Plan liability

 

 

824

 

 

2,329

 

Other accrued payroll-related expenses

 

 

2,063

 

 

2,483

 

Other accrued liabilities

 

 

5,216

 

 

4,977

 

Total accrued expenses

 

$

11,480

 

$

19,196

 

 

Deferred Revenue —Current and non-current deferred revenue at March 31, 2016 and December 31, 2015 consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

    

March 31, 2016

    

December 31, 2015

 

Perpetual license

 

$

221

 

$

400

 

Subscription

 

 

25,675

 

 

25,013

 

Software support

 

 

41,904

 

 

42,254

 

Professional services

 

 

2,356

 

 

2,208

 

Total current and noncurrent deferred revenue

 

$

70,156

 

$

69,875

 

 

 

 

 

 

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. Fair value is defined 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

15


 

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 other 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, 2016 or December 31, 2015.

 

Our financial instruments measured at fair value as of March 31, 2016 and December 31, 2015 were as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31, 2016

 

(in thousands)

    

Level 1

    

Level 2

    

Level 3

    

Total

 

Money market funds

 

$

18,968

 

$

 —

 

$

 —

 

$

18,968

 

Corporate debt securities

 

 

 —

 

 

22,629

 

 

 —

 

 

22,629

 

Commercial paper

 

 

 —

 

 

37,094

 

 

 —

 

 

37,094

 

Securities and obligations of U.S. government agencies

 

 

 —

 

 

5,418

 

 

 —

 

 

5,418

 

Total

 

$

18,968

 

$

65,141

 

$

 —

 

$

84,109

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

As of December 31, 2015

 

(in thousands)

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Money market funds

 

$

18,850

 

$

 —

 

$

 —

 

$

18,850

 

Corporate debt securities

 

 

 —

 

 

28,520

 

 

 —

 

 

28,520

 

Commercial paper

 

 

 —

 

 

24,187

 

 

 —

 

 

24,187

 

Securities and obligations of U.S. government agencies

 

 

 —

 

 

12,426

 

 

 —

 

 

12,426

 

Total

 

$

18,850

 

$

65,133

 

$

 —

 

$

83,983

 

 

 

 

 

 

 

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.

 

16


 

Our investments in fixed income securities as of March 31, 2016 and December 31, 2015 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31, 2016

 

    

Amortized

    

    

 

    

    

 

    

Fair

(in thousands)

 

cost

 

Gains

 

Losses

 

Value

Corporate debt securities

 

$

22,629

 

$

6

 

$

(6)

 

$

22,629

Commercial paper

 

 

37,086

 

 

8

 

 

 —

 

 

37,094

Securities and obligations of U.S. government agencies

 

 

5,416

 

 

2

 

 

 —

 

 

5,418

Total

 

$

65,131

 

$

16

 

$

(6)

 

$

65,141

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2015

 

    

Amortized

    

    

 

    

    

 

    

Fair

(in thousands)

 

cost

 

Gains

 

Losses

 

Value

Corporate debt securities

 

$

28,549

 

$

1

 

$

(30)

 

$

28,520

Commercial paper

 

 

24,187

 

 

1

 

 

(1)

 

 

24,187

Securities and obligations of U.S. government agencies

 

 

12,431

 

 

 —

 

 

(5)

 

 

12,426

Total

 

$

65,167

 

$

2

 

$

(36)

 

$

65,133

 

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

 

 

 

 

 

 

 

 

 

 

    

As of March 31, 

 

As of December 31,

(in thousands)

 

2016

 

2015

Cash equivalents

 

$

18,592

 

$

13,499

Short-term investments

 

 

45,072

 

 

49,574

Long-term investments

 

 

1,467

 

 

2,094

Total investments

 

$

65,131

 

$

65,167

 

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, 2016

 

As of December 31, 2015

 

    

Gross

    

 

 

Gross

    

 

 

 

Amortized

 

Fair

 

Amortized

 

Fair

(in thousands)

 

Cost

 

Value

 

Cost

 

Value

Due in one year or less

 

$

63,664

 

$

63,674

 

$

63,073

 

$

63,040

Due after one year through five years

 

 

1,467

 

 

1,467

 

 

2,094

 

 

2,093

Total

 

$

65,131

 

$

65,141

 

$

65,167

 

$

65,133

 

 

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, 2016, we had an insignificant amount of unrealized gains or losses, and we did not recognize any other-than-temporary impairments. 

 

 

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5.Goodwill and Intangibles

 

The following table reflects intangible assets subject to amortization as of March 31, 2016 and December 31, 2015 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

March 31, 2016

 

 

    

Gross Carrying

    

Accumulated

    

 

 

    

Net Book

 

 

 

Amount

 

Amortization

 

Impairment

 

Value

 

Technology

 

$

3,080

 

$

(1,973)

 

 

 —

 

$

1,107

 

Total

 

$

3,080

 

$

(1,973)

 

$

 —

 

$

1,107

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

December 31, 2015

 

 

    

Gross Carrying

    

Accumulated

    

 

 

    

Net Book

 

 

 

Amount

 

Amortization

 

Impairment

 

Value

 

Technology

 

$

3,080

 

$

(1,819)

 

 

 —

 

$

1,261

 

Total

 

$

3,080

 

$

(1,819)

 

$

 —

 

$

1,261

 

 

Amortization of the technology intangible assets was recorded in cost of revenue. The weighted average remaining life of our intangible assets on March 31, 2016 was 1.8 years.

 

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

 

 

 

 

 

 

 

Year

    

    

 

 

2016 (remaining)

 

$

462

 

2017

 

 

545

 

2018

 

 

100

 

2019

 

 

 —

 

2020

 

 

 —

 

Total

 

$

1,107

 

 

At March 31, 2016 and December 31, 2015, the carrying value of goodwill was as follows (in thousands):

 

 

 

 

 

 

 

 

    

 

    

 

Balance, December 31, 2015

 

$

5,475

 

Additions

 

 

 —

 

Balance, March 31, 2016

 

$

5,475

 

 

 

 

 

 

 

 

 

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 nonfinancial 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 Mountain View headquarters lease thereby reducing the borrowing capacity under our line of credit to $18.5 million.

 

In July 2015, we amended our revolving line of credit and extended its maturity date to August 2017.

 

There were no outstanding amounts under the line of credit at March 31, 2016 or December 31, 2015 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, 2016 and December 31, 2015. No shares of convertible preferred stock were issued and outstanding as of March 31, 2016 or December 31, 2015.

 

 

 

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, 2016 and December 31, 2015. 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, 2016 and December 31, 2015, we reserved shares of common stock for issuance as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

March 31, 

    

December 31,

 

    

2016

    

2015

Options outstanding

    

11,673,848

    

11,498,747

Unvested restricted stock units outstanding

    

8,959,824

    

7,832,962

Unvested early exercised stock options

    

7,234

    

12,428

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

    

7,048,347

    

6,672,236

Shares available for purchase under the Employee Stock Purchase Plan

    

1,424,089

    

1,561,929

Total

    

29,113,342

    

27,578,302

 

 

 

 

 

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 P lan

 

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

19


 

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.

 

The number of shares of our common stock reserved for issuance under our 2014 Plan will automatically increase on January 1 of each year 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, 2016, we increased the number of shares of common stock reserved for issuance under our 2014 Plan by 4,066,933 shares. 

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 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, 2016 there were 1,970,000 shares outstanding under the Inducement Plan.

2014 Employee Stock Purchase Plan

 

The purpose of the 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. 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 initially 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, 2016, we increased the number of shares available for issuance under the ESPP by 813,386 shares.

 

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

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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, 2016 was as follows:

 

 

 

 

 

 

 

 

 

 

 

Restricted Stock Units

 

 

 

 

 

Weighted-

 

 

 

 

 

Average

 

 

 

Number of

 

Grant Date

 

 

    

Shares

    

Fair Value

 

Unvested, December 31, 2015

 

7,832,962

 

$

6.66

 

Granted

 

4,190,399

 

 

3.53

 

Vested

 

(2,550,748)

 

 

4.52

 

Forfeitures

 

(512,789)

 

 

5.80

 

Unvested, March 31, 2016

 

8,959,824

 

$

5.86

 

 

 

Bonus Plans

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. In September 2015 the Compensation Committee amended the 2015 Non-Executive Bonus Plan.  

 

We issued 1,653,371 shares of unrestricted common stock in the first quarter of 2016 based on amounts earned under the 2015 Non-Executive Bonus Plan. No shares were issued under the 2015 Executive Bonus Plan. Shares issued from the Bonus Plans reduced the 2014 Plan shares available for issuance. We recorded 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 differed from original estimates, the cumulative effect on current and prior periods of those changes was recorded in the period those estimates were revised. In the three months ended March 31, 2016, we recorded $924,000 of stock-based compensation expense related to the 2015 Non-Executive Bonus Plan. 

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Stock Options

 

Stock option activity under the 2008 Plan and 2014 Plan for the three months ended March 31, 2016 was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Options Outstanding

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Number of

 

 

 

 

 

 

Average

 

Aggregate

 

 

 

Shares

 

 

 

Weighted-

 

Remaining

 

Intrinsic