evbg-10q_20180630.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 June 30, 2018

OR

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

For the transition period from                      to                     

Commission File Number: 001-37874

 

Everbridge, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

 

26-2919312

(State or other jurisdiction of

incorporation or organization)

 

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

 

 

 

25 Corporate Drive, Suite 400

Burlington, Massachusetts

 

01803

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (818) 230-9700

 

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, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and such files).    Yes  ☒    No  

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

 

Large accelerated filer

 

  

Accelerated filer

 

 

 

 

 

 

 

 

Non-accelerated filer

 

  (Do not check if a smaller reporting company)

  

Smaller reporting company

 

 

 

 

 

 

 

 

Emerging growth company

 

 

 

 

 

 

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

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

As of August 1, 2018, the registrant had 29,385,797 shares of common stock issued and outstanding.

 

 

 

 

 


 

EVERBRIDGE, INC. AND SUBSIDIARIES

 

 

 

 

Page

 

 

 

 

PART I.

FINANCIAL INFORMATION

 

3

 

 

 

 

Item 1.

Condensed Consolidated Financial Statements (unaudited)

 

3

 

 

 

 

 

Condensed Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017

 

3

 

 

 

 

 

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2018 and 2017

 

4

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2018 and 2017

 

5

 

 

 

 

 

Condensed Consolidated Statements of Stockholders’ Equity for the Six Months Ended June 30, 2018

 

6

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2018 and 2017

 

7

 

 

 

 

 

Notes to the Condensed Consolidated Financial Statements

 

8

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

31

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

45

 

 

 

 

Item 4.

Controls and Procedures

 

46

 

 

 

 

PART II.

OTHER INFORMATION

 

47

 

 

 

 

Item 1.

Legal Proceedings

 

47

 

 

 

 

Item 1A.

Risk Factors

 

47

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

47

 

 

 

 

Item 3.

Defaults Upon Senior Securities

 

48

 

 

 

 

Item 4.

Mine Safety Disclosures

 

48

 

 

 

 

Item 5.

Other Information

 

48

 

 

 

 

Item 6.

Exhibits

 

49

 

 

 

Signatures

 

50

 

 

 

 

2


 

PART I—FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements (Unaudited).

EVERBRIDGE, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands, except share data)

(unaudited)

 

 

 

As of

June 30,

2018

 

 

As of

December 31,

2017

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

102,599

 

 

$

103,051

 

Short-term investments

 

 

3,423

 

 

 

42,908

 

Accounts receivable, net

 

 

33,064

 

 

 

31,699

 

Prepaid expenses

 

 

4,949

 

 

 

2,563

 

Deferred costs

 

 

5,419

 

 

 

2,429

 

Other current assets

 

 

2,858

 

 

 

811

 

Total current assets

 

 

152,312

 

 

 

183,461

 

Property and equipment, net

 

 

2,722

 

 

 

2,796

 

Capitalized software development costs, net

 

 

11,487

 

 

 

10,005

 

Goodwill

 

 

53,048

 

 

 

31,328

 

Intangible assets, net

 

 

23,842

 

 

 

8,634

 

Deferred costs

 

 

7,792

 

 

 

 

Other assets

 

 

242

 

 

 

189

 

Total assets

 

$

251,445

 

 

$

236,413

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

4,154

 

 

$

2,446

 

Accrued payroll and employee related liabilities

 

 

12,727

 

 

 

11,111

 

Accrued expenses

 

 

4,277

 

 

 

1,825

 

Deferred revenue

 

 

79,417

 

 

 

70,090

 

Note payable

 

 

440

 

 

 

 

Contingent liabilities

 

 

 

 

 

682

 

Other current liabilities

 

 

791

 

 

 

808

 

Total current liabilities

 

 

101,806

 

 

 

86,962

 

Long-term liabilities:

 

 

 

 

 

 

 

 

Deferred revenue, noncurrent

 

 

3,046

 

 

 

2,982

 

Convertible senior notes

 

 

91,755

 

 

 

89,481

 

Deferred tax liabilities

 

 

922

 

 

 

482

 

Other long term liabilities

 

 

1,079

 

 

 

515

 

Total liabilities

 

 

198,608

 

 

 

180,422

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

 

Preferred stock, par value $0.001, 10,000,000 shares authorized, no shares issued or outstanding as of

  June 30, 2018 and December 31, 2017, respectively

 

 

 

 

 

 

Common stock, $0.001 par value, 100,000,000 shares authorized, 29,259,367 and 28,330,460

   shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively

 

 

29

 

 

 

28

 

Additional paid-in capital

 

 

184,654

 

 

 

164,995

 

Accumulated deficit

 

 

(129,415

)

 

 

(109,252

)

Accumulated other comprehensive income (loss)

 

 

(2,431

)

 

 

220

 

Total stockholders’ equity

 

 

52,837

 

 

 

55,991

 

Total liabilities and stockholders’ equity

 

$

251,445

 

 

$

236,413

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

3


 

EVERBRIDGE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(in thousands, except share and per share data)

(unaudited)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30, 2018

 

 

June 30, 2017

 

 

June 30, 2018

 

 

June 30, 2017

 

Revenue

 

$

35,822

 

 

$

25,021

 

 

$

66,341

 

 

$

47,865

 

Cost of revenue

 

 

11,532

 

 

 

7,239

 

 

 

21,192

 

 

 

14,893

 

Gross profit

 

 

24,290

 

 

 

17,782

 

 

 

45,149

 

 

 

32,972

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

 

19,179

 

 

 

11,057

 

 

 

34,955

 

 

 

21,963

 

Research and development

 

 

12,027

 

 

 

5,179

 

 

 

20,198

 

 

 

10,456

 

General and administrative

 

 

8,635

 

 

 

5,065

 

 

 

16,479

 

 

 

10,265

 

Total operating expenses

 

 

39,841

 

 

 

21,301

 

 

 

71,632

 

 

 

42,684

 

Operating loss

 

 

(15,551

)

 

 

(3,519

)

 

 

(26,483

)

 

 

(9,712

)

Other income (expense), net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and investment income

 

 

400

 

 

 

77

 

 

 

856

 

 

 

128

 

Interest expense

 

 

(1,572

)

 

 

(2

)

 

 

(3,144

)

 

 

(3

)

Other expense, net

 

 

(6

)

 

 

(6

)

 

 

(204

)

 

 

(38

)

Total other income (expense), net

 

 

(1,178

)

 

 

69

 

 

 

(2,492

)

 

 

87

 

Loss before income taxes

 

 

(16,729

)

 

 

(3,450

)

 

 

(28,975

)

 

 

(9,625

)

Provision for income taxes

 

 

(189

)

 

 

13

 

 

 

(285

)

 

 

(14

)

Net loss

 

$

(16,918

)

 

$

(3,437

)

 

$

(29,260

)

 

$

(9,639

)

Net loss per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.59

)

 

$

(0.12

)

 

$

(1.02

)

 

$

(0.35

)

Diluted

 

$

(0.59

)

 

$

(0.12

)

 

$

(1.02

)

 

$

(0.35

)

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

28,848,809

 

 

 

27,877,346

 

 

 

28,642,887

 

 

 

27,526,038

 

Diluted

 

 

28,848,809

 

 

 

27,877,346

 

 

 

28,642,887

 

 

 

27,526,038

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

4


 

EVERBRIDGE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30, 2018

 

 

June 30, 2017

 

 

June 30, 2018

 

 

June 30, 2017

 

Net loss

 

$

(16,918

)

 

$

(3,437

)

 

$

(29,260

)

 

$

(9,639

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment, net of taxes

 

 

(2,384

)

 

 

85

 

 

 

(2,651

)

 

 

126

 

Total comprehensive loss

 

$

(19,302

)

 

$

(3,352

)

 

$

(31,911

)

 

$

(9,513

)

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

5


 

EVERBRIDGE, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity

(in thousands)

(unaudited)

 

 

 

Common stock

 

 

Additional

paid-in

 

 

Accumulated

 

 

Accumulated—

other

comprehensive

 

 

 

 

 

 

 

Shares

 

 

Par value

 

 

capital

 

 

deficit

 

 

income (loss)

 

 

Total

 

Balance at December 31, 2017

 

 

28,330,460

 

 

$

28

 

 

$

164,995

 

 

$

(109,252

)

 

$

220

 

 

$

55,991

 

Cumulative effect of adoption of

   ASU 2014-09, net of taxes

 

 

 

 

 

 

 

 

 

 

 

9,097

 

 

 

 

 

 

9,097

 

Stock-based compensation

 

 

 

 

 

 

 

 

16,716

 

 

 

 

 

 

 

 

 

16,716

 

Vesting of restricted stock units

 

 

444,248

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock units withheld to

   settle employee tax withholding liability

 

 

(81,097

)

 

 

 

 

 

(3,772

)

 

 

 

 

 

 

 

 

(3,772

)

Exercise of stock options

 

 

521,563

 

 

 

1

 

 

 

5,834

 

 

 

 

 

 

 

 

 

5,835

 

Issuance of shares under employee

   stock purchase plan

 

 

44,193

 

 

 

 

 

 

881

 

 

 

 

 

 

 

 

 

881

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,651

)

 

 

(2,651

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

(29,260

)

 

 

 

 

 

(29,260

)

Balance at June 30, 2018

 

 

29,259,367

 

 

$

29

 

 

$

184,654

 

 

$

(129,415

)

 

$

(2,431

)

 

$

52,837

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

6


 

EVERBRIDGE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

 

 

Six Months Ended June 30,

 

 

 

2018

 

 

2017

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net loss

 

$

(29,260

)

 

$

(9,639

)

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

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

6,328

 

 

 

5,228

 

Amortization of deferred costs

 

 

2,513

 

 

 

2,808

 

Loss on disposal of assets

 

 

84

 

 

 

 

Deferred income taxes

 

 

101

 

 

 

41

 

Accretion of interest on convertible senior notes

 

 

2,274

 

 

 

 

Non-cash investment income

 

 

(228

)

 

 

(8

)

Provision for doubtful accounts and sales reserve

 

 

24

 

 

 

369

 

Change in fair value of contingent consideration

 

 

(250

)

 

 

 

Stock-based compensation

 

 

16,512

 

 

 

2,044

 

Increase (decrease) in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

5,627

 

 

 

(2,973

)

Prepaid expenses

 

 

(2,011

)

 

 

(1,044

)

Deferred costs

 

 

(4,198

)

 

 

(2,427

)

Other assets

 

 

(1,005

)

 

 

(352

)

Accounts payable

 

 

93

 

 

 

(430

)

Accrued payroll and employee related liabilities

 

 

305

 

 

 

500

 

Accrued expenses

 

 

566

 

 

 

293

 

Deferred revenue

 

 

1,061

 

 

 

2,868

 

Other liabilities

 

 

12

 

 

 

363

 

Net cash used in operating activities

 

 

(1,452

)

 

 

(2,359

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(414

)

 

 

(505

)

Proceeds from sale leaseback

 

 

 

 

 

395

 

Payments for acquisition of business, net of acquired cash

 

 

(35,857

)

 

 

(21,529

)

Purchase of short-term investments

 

 

(30,932

)

 

 

(12,427

)

Maturities of short-term investments

 

 

70,645

 

 

 

 

Additions to intangibles

 

 

(168

)

 

 

 

Additions to capitalized software development costs

 

 

(4,038

)

 

 

(3,044

)

Net cash used in investing activities

 

 

(764

)

 

 

(37,110

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Restricted stock units withheld to settle employee tax withholding liability

 

 

(3,772

)

 

 

 

Payment of contingent consideration

 

 

(431

)

 

 

 

Proceeds from follow on offering, net

 

 

 

 

 

10,444

 

Payments of public offering costs

 

 

 

 

 

(729

)

Payments of debt issuance costs

 

 

(84

)

 

 

 

Proceeds from employee stock purchase plan

 

 

881

 

 

 

854

 

Proceeds from stock option exercises

 

 

5,835

 

 

 

1,115

 

Net cash provided by financing activities

 

 

2,429

 

 

 

11,684

 

Effect of exchange rates on cash and cash equivalents

 

 

(665

)

 

 

(147

)

Net decrease in cash, cash equivalents and restricted cash

 

 

(452

)

 

 

(27,932

)

Cash, cash equivalents and restricted cash—beginning of period

 

 

103,051

 

 

 

60,765

 

Cash, cash equivalents and restricted cash—end of period

 

$

102,599

 

 

$

32,833

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

 

 

 

Interest

 

$

771

 

 

$

 

Taxes, net of refunds received

 

 

41

 

 

 

3

 

Supplemental disclosure of non-cash activities:

 

 

 

 

 

 

 

 

Capitalized assets included in accounts payable and accrued expenses

 

 

85

 

 

 

1,335

 

Deferred offering costs in accounts payable and accrued expenses

 

 

 

 

 

143

 

Stock-based compensation capitalized for software development

 

 

204

 

 

 

25

 

 

See accompanying notes to condensed consolidated financial statements.

 

7


 

Everbridge, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

(1) Business and Nature of Operations

Everbridge, Inc., a Delaware corporation (together with its wholly-owned subsidiaries, referred to as Everbridge or the Company), is a global software company that provides critical communications and enterprise safety applications that enable customers to automate and accelerate the process of keeping people safe and businesses running during critical events. The Company’s SaaS-based platform enables the Company’s customers to quickly and reliably deliver messaging to a large group of people during critical situations. The Company’s enterprise applications, such as Mass Notification, Incident Management, IT Alerting, Safety Connection, Community Engagement, Secure Messaging, Crisis Commander and Visual Command Center, automate numerous critical communications processes. The Company generates revenue primarily from subscription fees to the Company’s enterprise applications. The Company has operations in the United States, Norway, India, the Netherlands, Sweden, England and China.

 

 

(2) Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, or GAAP and applicable rules and regulations of the Securities and Exchange Commission, or the SEC regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

The condensed consolidated balance sheet as of December 31, 2017, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by GAAP on an annual reporting basis.

Certain reclassifications have been made to conform prior-year amounts to the current-year presentation.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year 2018 or any future period.

Effective January 1, 2018, the Company adopted the requirements of Accounting Standards Update ASU, No. 2014-09, Revenue from Contracts with Customers, as discussed in this Note 2 and Note 15.

 

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Assets and liabilities which are subject to judgment and use of estimates include allowances for doubtful accounts, the fair value of assets acquired and liabilities assumed in business combinations, the recoverability of goodwill and long-lived assets, valuation allowances with respect to deferred tax assets, useful lives associated with property and equipment and intangible assets, contingencies, and the valuation and assumptions underlying stock-based compensation. On an ongoing basis, the Company evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. In addition, the Company engaged valuation specialists to assist with management’s determination of the valuation of its fair values of assets acquired and liabilities assumed in business combinations.

8


 

Concentrations of Credit and Business Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents and accounts receivable.

The Company maintains cash balances at several banks. Accounts located in the United States are insured by the Federal Deposit Insurance Corporation, or FDIC, up to $250,000. From time to time, balances may exceed amounts insured by the FDIC. The Company has not experienced any losses in such amounts.

The Company’s accounts receivable are generally unsecured and are derived from revenue earned from customers located in the United States, Norway, Sweden and the United Kingdom and are generally denominated in U.S. dollars, Norwegian Krone, Swedish Kronor or British Pounds. Each reporting period, the Company reevaluates each customer’s ability to satisfy credit obligations and maintains an allowance for doubtful accounts based on the evaluations. No single customer comprised more than 10% of the Company’s total revenue or accounts receivable for the three and six months ended June 30, 2018 and 2017.  

Cash and Cash Equivalents

The Company considers all highly liquid instruments with original maturities of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. As of June 30, 2018, $90.7 million of the Company’s cash equivalents were invested in money market funds.

Short-Term Investments

Short-term investments consist of highly liquid investments, primarily commercial paper, U.S. Treasury and U.S. agency securities, with maturities over three months from the date of purchase and less than 12 months from the date of the balance sheet. Debt securities, money market funds and U.S. agency bonds that the Company has the ability and positive intent to hold to maturity are carried at amortized cost, which approximates fair value. Short-term investments of $3.4 million and $42.9 million at June 30, 2018 and December 31, 2017, respectively, were classified as held-to-maturity and primarily comprised of U.S. treasury and U.S. government and agency securities. All held-to-maturity securities at June 30, 2018 have maturity dates within one year.

Significant Accounting Policies

Except for the accounting policies for revenue recognition and deferred commissions that were updated, as set forth below, as a result of adopting ASU No. 2014-09, there have been no changes to the Company’s significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 12, 2018, that have had a material impact on the Company’s condensed consolidated financial statements and related notes.

Revenue Recognition

The Company derives its revenues primarily from subscription services and professional services. Revenues are recognized when control of these services is transferred to the Company’s customers in an amount that reflects the consideration it expects to be entitled to in exchange for those services.

The Company determines revenue recognition through the following steps:

Identification of the contract, or contracts, with a customer

Identification of the performance obligations in the contract

Determination of the transaction price

Allocation of the transaction price to the performance obligations in the contract

Recognition of revenue when, or as, the Company satisfy a performance obligation

Subscription Services Revenues

Subscription services revenues primarily consist of fees that provide customers access to one or more of the Company’s hosted applications for critical communications and enterprise safety applications, with routine customer support. Revenue is generally recognized over time on a ratable basis over the contract term beginning on the date that the Company’s service is made available to the customer. All services are recognized using an output measure of progress looking at time elapsed as the contracts generally provide the customer equal benefit throughout the contract period. The Company’s subscription contracts are generally two years or longer in length, billed annually in advance, and non-cancelable.

9


 

Professional Services Revenues

Professional services revenues primarily consist of fees for deployment and optimization services, as well as training. The majority of the Company’s consulting contracts are billed on a time and materials basis and revenue is recognized over time as the services are performed. For contracts billed on a fixed price basis, revenue is recognized over time based on the proportion of the contract performed.

Contracts with Multiple Performance Obligations

Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines the standalone selling prices based on the Company’s overall pricing objectives, taking into consideration market conditions and other factors, including the value of its contracts, the applications sold, customer demographics, geographic locations, and the number and types of users within its contracts.

Returns

The Company does not offer rights of return for its products and services in the normal course of business. 

Customer Acceptance

The Company’s contracts with customers generally do not include customer acceptance clauses.

Trade and Other Receivables

Trade and other receivables are primarily comprised of trade receivables that are recorded at the invoice amount, net of an allowance for doubtful accounts, which is not material. Other receivables represent unbilled receivables related to subscription and professional services contracts.

Deferred Costs

Sales commissions earned by the Company’s sales force are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized on a straight-line basis over a period of benefit that the Company has determined to be four years. The Company has determined the period of benefit by taking into consideration its customer contracts, its technology and other factors. Amortization of deferred commissions is included in sales and marketing expenses in the accompanying condensed consolidated statements of operations.

Deferred Revenue

Deferred revenue consists of amounts that have been invoiced and for which the Company has the right to bill, but that have not been recognized as revenue because the related goods or services have not been transferred. Deferred revenue that will be realized during the succeeding 12-month period is recorded as current, and the remaining deferred revenue is recorded as non-current.

In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts generally do not include a significant financing component. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s products and services, not to receive financing from its customers or to provide customers with financing. Examples include invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period.

Recently Adopted Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09, Revenue from Contracts with Customers ("Topic 606"). Topic 606 supersedes the revenue recognition requirements in Accounting Standards Codification ("ASC") Topic 605, Revenue Recognition ("Topic 605"), and requires the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the considerations to which the entity expects to be entitled to in exchange for those goods or services. Topic 606 also includes Subtopic 340-40, Other Assets and Deferred Costs - Contracts with Customers, which requires the deferral of incremental costs of obtaining a contract with a customer. Collectively, the Company refers to Topic 606 and Subtopic 340-40 as the "new revenue standard" or “ASC 606.”

10


 

The Company adopted the requirements of the new revenue standard as of January 1, 2018, utilizing the modified retrospective method of transition. Adoption of the new revenue standard resulted in changes to the Company’s accounting policies for revenue recognition and deferred commissions as detailed below. The Company applied the new standard using a practical expedient where the consideration allocated to the remaining performance obligations or an explanation of when the Company expects to recognize that amount as revenue for all reporting periods presented before the date of the initial application is not disclosed.

Based on the results of the Company’s evaluation, the adoption of the new revenue standard did not have a material impact on its revenue for the three or six months ended June 30, 2018. The primary impact of adopting the new revenue standard relates to the deferral of incremental commission costs of obtaining subscription contracts. Under Topic 605, the Company deferred only direct and incremental commission costs to obtain a contract and amortized those costs over one year. Under the new revenue standard, the Company defers all incremental commission costs to obtain the contract. The Company amortizes these costs over a period of benefit that the Company has determined to be four years. Adoption of the new revenue standard had no impact on total cash provided from or used in operating, financing, or investing activities in the Company’s consolidated statements of cash flows.

The Company adjusted its condensed consolidated financial statements from amounts previously reported to reflect the impact of the adoption of ASU No. 2014-09. For details on the impact of the Company’s adoption of the new revenue standard, see Note 15.

In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business, which provides additional guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this update provide new guidance to determine when an integrated set of assets and activities (collectively referred to as a ‘‘set’’) is not a business. The new guidance requires that, when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. The new guidance reduces the number of transactions that need to be evaluated as a business. The Company adopted this amendment as of January 1, 2018. The adoption of ASU 2017-01 did not have a material impact on the Company's financial statements for the three or six months ended June 30, 2018.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows, Restricted Cash (Topic 230), which requires that a statement of cash flows explain the change during the period for the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The guidance is effective for the fiscal year beginning January 1, 2018. The Company adopted ASU No. 2016-18 retrospectively, effective January 1, 2018. The adoption of ASU 2016-08 did not have a material impact on the Company's financial statements for the period ended June 30, 2018 and June 30, 2017, respectively.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows, Classification of Certain Cash Receipts and Cash Payments (Topic 230), which addresses eight specific cash flow issues to reduce the diversity in practice for appropriate classification on the statement of cash flows. The Company has adopted this guidance during the first quarter of 2018, and there was no significant effect of the standard on its condensed consolidated financial statements.

Recently Issued Accounting Guidance Not Yet Adopted

In February 2016, the FASB issued ASU 2016-02, Leases, to require lessees to recognize most leases on the balance sheet, while recognition on the statement of operations will remain similar to current lease accounting. The ASU also eliminates real estate-specific provisions and modifies certain aspects of lessor accounting. The ASU is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. Adoption of the ASU is modified retrospective. The Company is still in the process of evaluating the ASU but currently plans to adopt the ASU on January 1, 2019.

In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the U.S. Tax Cuts and Jobs Act of 2017. The new standard is effective for the Company beginning on January 1, 2019, with early adoption permitted. The Company will adopt ASU 2018-02 effective January 1, 2019. The Company does not expect the adoption of this standard will have a material effect on its financial position, results of operations or cash flows.

Other accounting standard updates effective for interim and annual periods beginning after December 31, 2018 are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

 

 

11


 

(3) Accounts Receivable, Net

Accounts receivable, net is as follows (in thousands):

 

 

 

As of

 

 

As of

 

 

 

June 30, 2018

 

 

December 31, 2017

 

Accounts receivable

 

$

33,780

 

 

$

32,662

 

Allowance for doubtful accounts

 

 

(716

)

 

 

(963

)

Net accounts receivable

 

$

33,064

 

 

$

31,699

 

 

Bad debt expense was $0.1 million and 0.3 million for the three months ended June 30, 2018 and 2017, respectively. Bad debt expense was a credit of $0.1 million and expense of $0.4 million for the six months ended June 30, 2018 and 2017, respectively.

The following table summarizes the changes in the allowance for doubtful accounts (in thousands):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Balance, beginning of period

 

$

(637

)

 

$

(359

)

 

$

(863

)

 

$

(374

)

Additions

 

 

(83

)

 

 

(289

)

 

 

109

 

 

 

(289

)

Write-offs

 

 

4

 

 

 

38

 

 

 

38

 

 

 

53

 

Balance, end of period

 

$

(716

)

 

$

(610

)

 

$

(716

)

 

$

(610

)

 

The following table summarizes the changes in the sales reserve (in thousands):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Balance, beginning of period

 

$

(78

)

 

$

(125

)

 

$

(100

)

 

$

(45

)

Additions

 

 

(133

)

 

 

 

 

 

(133

)

 

 

(80

)

Write-offs

 

 

2

 

 

 

9

 

 

 

24

 

 

 

9

 

Balance, end of period

 

$

(209

)

 

$

(116

)

 

$

(209

)

 

$

(116

)

 

As a result of the adoption of the new revenue standard, the Company reclassified its sales reserve from a current asset to a current liability within the consolidated financial statements, effective January 1, 2018.

 

(4) Property and Equipment

Property and equipment consisted of the following (in thousands):

 

 

 

Useful life

in years

 

 

As of  June 30, 2018

 

 

As of  December 31, 2017

 

Furniture and equipment

 

 

5

 

 

$

1,903

 

 

$

1,854

 

System hardware

 

 

5

 

 

 

1,714

 

 

 

1,623

 

Office computers

 

 

3

 

 

 

3,124

 

 

 

2,586

 

Computer and system software

 

 

3

 

 

 

1,222

 

 

 

1,193

 

 

 

 

 

 

 

 

7,963

 

 

 

7,256

 

Less accumulated depreciation and amortization

 

 

 

 

 

 

(5,241

)

 

 

(4,460

)

Property and equipment, net

 

 

 

 

 

$

2,722

 

 

$

2,796

 

 

Depreciation and amortization expense for property and equipment was $0.5 million and $0.4 million for the three months ended June 30, 2018 and 2017, respectively. Depreciation and amortization expense for property and equipment was $0.9 million and $1.1 million for the six months ended June 30, 2018 and 2017, respectively.  

 

 

12


 

(5) Capitalized Software Development Costs

Capitalized software development costs consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

As of  June 30, 2018

 

 

 

Gross

carrying

amount

 

 

Amortization

period

 

Accumulated

amortization

 

 

Net

carrying

amount

 

Capitalized software development costs

 

$

41,141

 

 

3 years

 

$

(29,654

)

 

$

11,487

 

Total capitalized software development costs

 

$

41,141

 

 

 

 

$

(29,654

)

 

$

11,487

 

 

 

 

 

 

 

 

 

 

As of December 31, 2017

 

 

 

Gross

carrying

amount

 

 

Amortization

period

 

Accumulated

amortization

 

 

Net

carrying

amount

 

Capitalized software development costs

 

$

36,899

 

 

3 years

 

$

(26,894

)

 

$

10,005

 

Total capitalized software development costs

 

$

36,899

 

 

 

 

$

(26,894

)

 

$

10,005

 

 

The Company capitalized software development costs of $4.2 million and $3.1 million for the six months ended June 30, 2018 and June 30, 2017, respectively.

Amortization expense for capitalized software development costs was $1.4 million and $1.1 million for the three months ended June 30, 2018 and 2017, respectively. Amortization expense for capitalized software development was $2.8 million and $2.6 million for the six months ended June 30, 2018 and 2017, respectively.  Amortization of capitalized software development costs is classified within cost of revenue in the consolidated statements of operations.

The expected amortization of capitalized software development costs, as of June 30, 2018, for each of the following years is as follows (in thousands):

 

 

 

Amounts

 

2018 (for the remaining six months)

 

$

3,047

 

2019

 

 

4,850

 

2020

 

 

2,853

 

2021

 

 

737

 

 

 

$

11,487

 

 

 

(6) Fair Value Measurements

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value because of the short maturity of these items.

Certain assets, including long-lived assets, goodwill and intangible assets are also subject to measurement at fair value on a non-recurring basis if they are deemed to be impaired as a result of an impairment review. For the six months ended June 30, 2018 and year ended December 31, 2017, no impairments were identified.

13


 

The following table summarizes the Company's financial assets and liabilities measured at fair value on a recurring basis at June 30, 2018 and December 31, 2017 by level within the fair value hierarchy. Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands):

 

 

 

As of  June 30, 2018

 

 

 

Quoted

 

 

Significant

 

 

 

 

 

 

 

 

 

 

 

Prices in

 

 

Other

 

 

Significant

 

 

 

 

 

 

 

Active

 

 

Observable

 

 

Unobservable

 

 

 

 

 

 

 

Markets

 

 

Inputs

 

 

Inputs

 

 

Total Fair

 

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

Value

 

 

 

(in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

90,704