We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Carbonite Inc | NASDAQ:CARB | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 22.98 | 22.96 | 24.87 | 0 | 01:00:00 |
|
|
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
33-1111329
|
(State or other jurisdiction of
incorporation)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
Two Avenue de Lafayette
Boston, Massachusetts
|
|
02111
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of exchange on which registered
|
Common Stock, par value $0.01 per share
|
|
The NASDAQ Stock Market LLC
|
|
Large accelerated filer
|
|
¨
|
|
Accelerated filer
|
|
x
|
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
|
|
|
|
Page
|
|
|
||
|
||
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
||
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
||
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
||
Item 15.
|
||
ITEM 1.
|
BUSINESS
|
•
|
Carbonite Office Power - Includes all the features of Carbonite Office Core and protects one physical or virtual server. Server protection includes image backup with bare metal restore which simplifies system recovery. This plan includes 250GB of cloud storage with additional 100GB storage packs available.
|
•
|
Carbonite Office Ultimate - Includes all the features of Carbonite Office Power and protects an unlimited number of physical or virtual servers. This plan includes 500GB of cloud storage with additional 100GB storage packs available.
|
ITEM 1A.
|
RISK FACTORS
|
•
|
the difficulty in forecasting customer preferences or demand accurately;
|
•
|
the inability to expand solution capacity to meet demand for new solutions;
|
•
|
the inability to successfully manage the transition from older solutions;
|
•
|
the impact of customers’ demand for new solutions, thereby causing a decline in sales of existing solutions and an excessive, obsolete supply of inventory;
|
•
|
delays in initial shipments of new solutions;
|
•
|
adapting to emerging and evolving industry standards and to technological developments by our competitors and customers;
|
•
|
entering into new or unproven markets with which we have limited experience
|
•
|
the response of competitors to the introductions of new solutions; and
|
•
|
the desire by customers to evaluate new solutions for extended periods of time.
|
•
|
delays in releasing our new solutions or enhancements to the market;
|
•
|
failure to accurately predict market demand or customer demands;
|
•
|
inability to protect against new types of attacks or techniques used by hackers;
|
•
|
defects, errors or failures in their design or performance;
|
•
|
negative publicity about their performance or effectiveness;
|
•
|
introduction or anticipated introduction of competing solutions by our competitors;
|
•
|
poor business conditions for our customers, causing them to delay IT purchases;
|
•
|
the perceived value of our solutions or enhancements relative to their cost;
|
•
|
easing of regulatory requirements around security or storage; and
|
•
|
reluctance of customers to purchase solutions incorporating open source software.
|
•
|
awareness of our brand and the cloud and hybrid backup solutions category generally;
|
•
|
the appeal and reliability of our solutions;
|
•
|
the price, performance, features, and availability of competing solutions and services;
|
•
|
public concern regarding privacy and data security;
|
•
|
our ability to maintain high levels of customer satisfaction; and
|
•
|
the rate of growth in cloud solutions generally.
|
•
|
may require more expensive, targeted sales campaigns;
|
•
|
may have different or much more complex needs than those of individual consumers, such as archiving, version control, enhanced security requirements, and other forms of encryption and authentication, which our solutions may not adequately address; and
|
•
|
may cease operations due to the sale or failure of their business.
|
•
|
a description of our permitted uses of individually identifiable health information;
|
•
|
a covenant not to disclose that information except as permitted under the agreement and to make our subcontractors, if any, subject to the same restrictions;
|
•
|
assurances that appropriate administrative, physical, and technical safeguards are in place to prevent misuse of that information;
|
•
|
an obligation to report to our customers any use or disclosure of that information other than as provided for in the agreement;
|
•
|
a prohibition against our use or disclosure of that information if a similar use or disclosure by our customers would violate the HIPAA standards;
|
•
|
the ability of our customers to terminate their subscription to our solution if we breach a material term of the business associate agreement and are unable to cure the breach;
|
•
|
the requirement to return or destroy all individually identifiable health information at the end of the customer’s subscription; and
|
•
|
access by the Department of Health and Human Services to our internal practices, books, and records to validate that we are safeguarding individually identifiable health information.
|
•
|
our ability to attract new customers and retain existing customers;
|
•
|
our ability to accurately forecast revenue and appropriately plan our expenses;
|
•
|
our ability to introduce new solutions;
|
•
|
the actions of our competitors, including pricing changes or the introduction of new solutions;
|
•
|
our ability to effectively manage our growth;
|
•
|
the mix of annual and multi-year subscriptions at any given time;
|
•
|
seasonal variations or other cyclicality in the demand for our solutions, including the purchasing and budgeting cycles of our small and medium business customers;
|
•
|
the timing and cost of advertising and marketing efforts;
|
•
|
the timing and cost of developing or acquiring technologies, services, or businesses;
|
•
|
the timing, operating cost, and capital expenditures related to the operation, maintenance, and expansion of our business;
|
•
|
service outages or security breaches and any related impact on our reputation;
|
•
|
our ability to successfully manage any future acquisitions of businesses, solutions, or technologies;
|
•
|
the impact of worldwide economic, industry, and market conditions and those conditions specific to internet usage and online businesses;
|
•
|
costs associated with defending intellectual property infringement and other claims; and
|
•
|
changes in government regulation affecting our business.
|
•
|
issue additional equity securities that would dilute our stockholders;
|
•
|
use cash that we may need in the future to operate our business;
|
•
|
incur debt on terms unfavorable to us, that we are unable to repay, or that may place burdensome restrictions on our operations;
|
•
|
incur large charges or substantial liabilities; or
|
•
|
become subject to adverse tax consequences or substantial depreciation, deferred compensation, or other acquisition-related accounting charges.
|
•
|
changes in the valuation of our deferred tax assets and liabilities;
|
•
|
expected timing and amount of the release of tax valuation allowances;
|
•
|
expiration of, or detrimental changes in, research and development tax credit laws;
|
•
|
tax effects of stock-based compensation;
|
•
|
costs related to intercompany restructurings;
|
•
|
changes in tax laws, regulations, accounting principles or interpretations thereof; or
|
•
|
future earnings being lower than anticipated in countries where we have lower statutory tax rates and higher than anticipated earnings in countries where we have higher statutory tax rates.
|
•
|
localization of our solutions, including translation into foreign languages and adaptation for local practices and regulatory requirements;
|
•
|
lack of experience in other geographic markets;
|
•
|
strong local competitors;
|
•
|
cost and burden of complying with, lack of familiarity with, and unexpected changes in foreign legal and regulatory requirements, including consumer and data privacy laws;
|
•
|
difficulties in managing and staffing international operations;
|
•
|
fluctuations in currency exchange rates or restrictions on foreign currency;
|
•
|
potentially adverse tax consequences, including the complexities of transfer pricing, foreign value added or other tax systems, double taxation and restrictions, and/or taxes on the repatriation of earnings;
|
•
|
dependence on third parties, including channel partners with whom we do not have extensive experience;
|
•
|
compliance with the Foreign Corrupt Practices Act, economic sanction laws and regulations, export controls, and other U.S. laws and regulations regarding international business operations;
|
•
|
increased financial accounting and reporting burdens and complexities;
|
•
|
political, social, and economic instability abroad, terrorist attacks, and security concerns in general; and
|
•
|
reduced or varied protection for intellectual property rights in some countries.
|
•
|
cause a reduction in revenue or delay in market acceptance of our solutions;
|
•
|
require us to issue credits or refunds to our customers or expose us to claims for damages;
|
•
|
cause us to lose existing customers and make it more difficult to attract new customers;
|
•
|
divert our development resources or require us to make extensive changes to our solutions or software, which would increase our expenses;
|
•
|
increase our technical support costs; and
|
•
|
harm our reputation and brand.
|
•
|
price and volume fluctuations in the overall stock market from time to time;
|
•
|
fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;
|
•
|
actual or anticipated fluctuations in our key operating metrics, financial condition, and operating results;
|
•
|
loss of existing customers or inability to attract new customers;
|
•
|
actual or anticipated changes in our growth rate;
|
•
|
announcements of technological innovations or new offerings by us or our competitors;
|
•
|
our announcement of actual results for a fiscal period that are lower than projected or expected or our announcement of revenue or earnings guidance that is lower than expected;
|
•
|
changes in estimates of our financial results or recommendations by securities analysts;
|
•
|
failure of any of our solutions to achieve or maintain market acceptance;
|
•
|
changes in market valuations of similar companies;
|
•
|
success of competitive solutions or services;
|
•
|
changes in our capital structure, such as future issuances of securities or the incurrence of debt;
|
•
|
announcements by us or our competitors of significant solutions or services, contracts, acquisitions, or strategic alliances;
|
•
|
regulatory developments in the U.S. or foreign countries;
|
•
|
actual or threatened litigation involving us or our industry;
|
•
|
additions or departures of key personnel;
|
•
|
general perception of the future of the cloud backup market or our solutions;
|
•
|
share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;
|
•
|
sales of our shares of common stock by our existing stockholders;
|
•
|
changes in general economic, industry, and market conditions; and
|
•
|
major changes in our Board of Directors or management or departures of key personnel.
|
•
|
develop or enhance our solutions;
|
•
|
continue to expand our development, sales, and marketing organizations;
|
•
|
acquire complementary technologies, solutions, or businesses;
|
•
|
expand our operations in the U.S. or internationally;
|
•
|
hire, train, and retain employees;
|
•
|
respond to competitive pressures or unanticipated working capital requirements; or
|
•
|
continue our operations.
|
•
|
a classified board of directors with three-year staggered terms, which may delay the ability of stockholders to change the membership of a majority of our board of directors;
|
•
|
no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
|
•
|
the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death, or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;
|
•
|
the ability of our board of directors to determine to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
|
•
|
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;
|
•
|
the requirement that a special meeting of stockholders may be called only by the chairman of the board of directors, the chief executive officer, or the board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action;
|
•
|
limiting the liability of, and providing indemnification to, our directors and officers;
|
•
|
controlling the procedures for the conduct and scheduling of stockholder meetings;
|
•
|
providing the board of directors with the express power to postpone previously scheduled annual meetings of stockholders and to cancel previously scheduled special meetings of stockholders;
|
•
|
providing that directors may be removed prior to the expiration of their terms by stockholders only for cause; and
|
•
|
advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of us.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
2016
|
|
2015
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First Quarter
|
$
|
10.01
|
|
|
$
|
6.50
|
|
|
$
|
15.43
|
|
|
$
|
13.62
|
|
Second Quarter
|
$
|
10.62
|
|
|
$
|
7.30
|
|
|
$
|
14.23
|
|
|
$
|
9.90
|
|
Third Quarter
|
$
|
15.48
|
|
|
$
|
9.30
|
|
|
$
|
12.09
|
|
|
$
|
10.78
|
|
Fourth Quarter
|
$
|
19.63
|
|
|
$
|
14.10
|
|
|
$
|
11.35
|
|
|
$
|
8.40
|
|
Period
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid per Share (2)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs (3)
|
||||||
October 1, 2016 - October 31, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
10,178,709
|
|
November 1, 2016 - November 30, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
10,178,709
|
|
December 1, 2016 - December 31, 2016
|
11,762
|
|
|
$
|
17.95
|
|
|
—
|
|
|
$
|
10,178,709
|
|
Total
|
11,762
|
|
|
|
|
—
|
|
|
|
(1)
|
During the three months ended December 31, 2016, 11,762 shares were withheld by the Company to satisfy tax withholding obligations in connection with the vesting of restricted stock units. We did not repurchase any shares of our common stock pursuant to our previously-announced program.
|
(2)
|
The average price per share for each of the months in the fiscal quarter was calculated by dividing (a) the sum for the aggregate value of the tax withholding obligations and the aggregate amount we paid for shares acquired under our share repurchase program, described in
Note 9—Stockholders' Equity
to our condensed consolidated financial statements, by (b) the sum of the number of shares withheld and the number of shares acquired in our share repurchase program.
|
(3)
|
In May 2015, our Board of Directors authorized a $20.0 million share repurchase program, announced on May 14, 2015 and effective from May 15, 2015 through May 15, 2018.
|
ITEM 6.
|
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(in thousands, except share and per share data)
|
||||||||||||||||||
Consolidated statements of operations data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
206,986
|
|
|
$
|
136,616
|
|
|
$
|
122,620
|
|
|
$
|
107,194
|
|
|
$
|
84,043
|
|
Cost of revenue (1)
|
60,937
|
|
|
38,784
|
|
|
38,567
|
|
|
34,881
|
|
|
29,060
|
|
|||||
Gross profit
|
146,049
|
|
|
97,832
|
|
|
84,053
|
|
|
72,313
|
|
|
54,983
|
|
|||||
Operating expenses (1):
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
33,298
|
|
|
28,085
|
|
|
24,132
|
|
|
20,919
|
|
|
19,925
|
|
|||||
General and administrative
|
41,332
|
|
|
37,265
|
|
|
17,862
|
|
|
14,275
|
|
|
9,928
|
|
|||||
Sales and marketing
|
73,347
|
|
|
53,671
|
|
|
49,882
|
|
|
47,349
|
|
|
42,719
|
|
|||||
Restructuring charges
|
856
|
|
|
469
|
|
|
762
|
|
|
322
|
|
|
1,345
|
|
|||||
Total operating expenses
|
148,833
|
|
|
119,490
|
|
|
92,638
|
|
|
82,865
|
|
|
73,917
|
|
|||||
Loss from operations
|
(2,784
|
)
|
|
(21,658
|
)
|
|
(8,585
|
)
|
|
(10,552
|
)
|
|
(18,934
|
)
|
|||||
Interest and other income (expense), net
|
68
|
|
|
145
|
|
|
(398
|
)
|
|
2
|
|
|
38
|
|
|||||
Loss before income taxes
|
(2,716
|
)
|
|
(21,513
|
)
|
|
(8,983
|
)
|
|
(10,550
|
)
|
|
(18,896
|
)
|
|||||
Provision for income taxes
|
1,383
|
|
|
102
|
|
|
367
|
|
|
55
|
|
|
40
|
|
|||||
Net loss
|
(4,099
|
)
|
|
(21,615
|
)
|
|
(9,350
|
)
|
|
(10,605
|
)
|
|
(18,936
|
)
|
|||||
Basic and diluted net loss per share attributable to common stockholders
|
$
|
(0.15
|
)
|
|
$
|
(0.80
|
)
|
|
$
|
(0.35
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
(0.74
|
)
|
Weighted-average number of common shares used in computing basic and diluted net loss per share
|
27,028,636
|
|
|
27,187,910
|
|
|
26,816,879
|
|
|
26,166,554
|
|
|
25,503,068
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Cost of revenue
|
$
|
807
|
|
|
$
|
730
|
|
|
$
|
539
|
|
|
$
|
508
|
|
|
$
|
440
|
|
Research and development
|
868
|
|
|
1,171
|
|
|
1,285
|
|
|
955
|
|
|
1,199
|
|
|||||
General and administrative
|
6,161
|
|
|
7,226
|
|
|
3,216
|
|
|
2,250
|
|
|
1,579
|
|
|||||
Sales and marketing
|
1,064
|
|
|
1,089
|
|
|
1,025
|
|
|
1,064
|
|
|
913
|
|
|
As of December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Consolidated balance sheet data:
|
|
||||||||||||||||||
Cash
|
$
|
59,152
|
|
|
$
|
63,936
|
|
|
$
|
46,084
|
|
|
$
|
50,392
|
|
|
$
|
40,341
|
|
Working (deficit) capital
|
(28,647
|
)
|
|
(28,217
|
)
|
|
(23,767
|
)
|
|
(11,080
|
)
|
|
(11,685
|
)
|
|||||
Total assets
|
144,759
|
|
|
125,990
|
|
|
131,754
|
|
|
109,161
|
|
|
100,925
|
|
|||||
Deferred revenue, including current portion
|
107,591
|
|
|
98,703
|
|
|
91,424
|
|
|
84,000
|
|
|
75,206
|
|
|||||
Total liabilities
|
138,925
|
|
|
124,917
|
|
|
117,216
|
|
|
96,340
|
|
|
86,994
|
|
|||||
Total stockholders’ equity
|
5,834
|
|
|
1,073
|
|
|
14,538
|
|
|
12,821
|
|
|
13,931
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(in thousands, except percentage data)
|
||||||||||||||||||
Key metrics:
|
|
|
|
|
|
|
|
|
|
||||||||||
Bookings (1)
|
$
|
209,284
|
|
|
$
|
144,106
|
|
|
$
|
128,183
|
|
|
$
|
115,988
|
|
|
$
|
98,488
|
|
Annual retention rate (2)
|
86
|
%
|
|
84
|
%
|
|
83
|
%
|
|
84
|
%
|
|
84
|
%
|
|||||
Renewal rate (3)
|
84
|
%
|
|
82
|
%
|
|
80
|
%
|
|
80
|
%
|
|
82
|
%
|
|||||
Adjusted free cash flow (4)
|
$
|
18,176
|
|
|
$
|
14,251
|
|
|
$
|
15,072
|
|
|
$
|
5,974
|
|
|
$
|
(4,065
|
)
|
(1)
|
We define bookings as revenue recognized during the period plus the change in total deferred revenue, excluding deferred revenue recorded in connection with acquisitions, net of foreign exchange during the same period.
|
(2)
|
We define annual retention rate as the percentage of subscription customers on the last day of the prior year who remain customers on the last day of the current year.
|
(3)
|
We define renewal rate for a period as the percentage of customers who renew annual or multi-year subscriptions that expire during the period presented.
|
(4)
|
We calculate adjusted free cash flow by subtracting the cash paid for the purchase of property and equipment and adding the payments related to corporate headquarter relocation, acquisition-related payments, hostile takeover-related payments, CEO transition payments, restructuring-related payments, the cash portion of the lease exit charge and litigation-related payments from net cash provided by operating activities.
|
•
|
bookings do not reflect our receipt of payment from customers;
|
•
|
adjusted free cash flow does not reflect our future requirements for contractual commitments to vendors;
|
•
|
adjusted free cash flow does not reflect the non-cash component of employee compensation or depreciation and amortization of property and equipment; and
|
•
|
other companies in our industry may calculate bookings or free cash flow or similarly titled measures differently than we do, limiting their usefulness as comparative measures.
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Revenue
|
$
|
206,986
|
|
|
$
|
136,616
|
|
|
$
|
122,620
|
|
|
$
|
107,194
|
|
|
$
|
84,043
|
|
Add change in deferred revenue, net of foreign exchange (excluding acquired deferred revenue)
|
2,298
|
|
|
7,490
|
|
|
5,563
|
|
|
8,794
|
|
|
14,445
|
|
|||||
Bookings
|
$
|
209,284
|
|
|
$
|
144,106
|
|
|
$
|
128,183
|
|
|
$
|
115,988
|
|
|
$
|
98,488
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Cash provided by operating activities
|
$
|
13,161
|
|
|
$
|
13,174
|
|
|
$
|
22,678
|
|
|
$
|
14,625
|
|
|
$
|
9,195
|
|
Subtract capital expenditures
|
(6,582
|
)
|
|
(9,730
|
)
|
|
(14,495
|
)
|
|
(9,801
|
)
|
|
(13,417
|
)
|
|||||
Free cash flow
|
6,579
|
|
|
3,444
|
|
|
8,183
|
|
|
4,824
|
|
|
(4,222
|
)
|
|||||
Add payments related to corporate headquarter relocation
|
—
|
|
|
1,309
|
|
|
3,872
|
|
|
—
|
|
|
—
|
|
|||||
Add acquisition-related payments
|
9,989
|
|
|
1,406
|
|
|
2,053
|
|
|
—
|
|
|
—
|
|
|||||
Add hostile takeover-related payments
|
—
|
|
|
1,791
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|||||
Add CEO transition payments
|
—
|
|
|
29
|
|
|
634
|
|
|
—
|
|
|
—
|
|
|||||
Add restructuring-related payments
|
341
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Add cash portion of lease exit charge
|
343
|
|
|
887
|
|
|
230
|
|
|
1,150
|
|
|
157
|
|
|||||
Add litigation-related payments
|
924
|
|
|
5,385
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted free cash flow
|
$
|
18,176
|
|
|
$
|
14,251
|
|
|
$
|
15,072
|
|
|
$
|
5,974
|
|
|
$
|
(4,065
|
)
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Bookings.
We calculate bookings as revenue recognized during a particular period plus the change in total deferred revenue, excluding deferred revenue recorded in connection with acquisitions, net of foreign exchange during the same period. Our management uses this measure as a proxy for cash receipts. Bookings represent the aggregate dollar value of customer subscriptions and software arrangements, which may include multiple revenue elements, such as software licenses, hardware, professional services and post-contractual support, received by us during a period. We initially record a subscription fee as deferred revenue and then recognize it ratably, on a daily basis, over the life of the subscription period.
|
•
|
Annual retention rate.
We calculate annual retention rate as the percentage of subscription customers on the last day of the prior year who remain customers on the last day of the current year. Our management uses these measures to determine the stability of our customer base and to evaluate the lifetime value of our customer relationships.
|
•
|
Renewal rate.
We define renewal rate for a period as the percentage of customers who renew annual or multi-year subscriptions that expire during the period presented. Our management uses this measure to monitor trends in customer renewal activity.
|
•
|
Adjusted free cash flow.
We calculate adjusted free cash flow by subtracting the cash paid for the purchase of property and equipment and adding the payments related to corporate headquarter relocation, acquisition-related payments, hostile takeover-related payments, CEO transition payments, restructuring-related payments, the cash portion of the lease exit charge and litigation-related payments from net cash provided by operating activities. Our management uses adjusted free cash flow to assess our business performance and evaluate the amount of cash generated by our business.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Key metrics:
|
(in thousands, except percentage data)
|
||||||||||
Bookings
|
$
|
209,284
|
|
|
$
|
144,106
|
|
|
$
|
128,183
|
|
Annual retention rate
|
86
|
%
|
|
84
|
%
|
|
83
|
%
|
|||
Renewal rate
|
84
|
%
|
|
82
|
%
|
|
80
|
%
|
|||
Adjusted free cash flow
|
$
|
18,176
|
|
|
$
|
14,251
|
|
|
$
|
15,072
|
|
|
Years Ended December 31,
|
|
2016 versus 2015
|
|
2015 versus 2014
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
%
|
|
%
|
||||||||
|
(in thousands)
|
|
|
|
|
||||||||||||
Consumer
|
$
|
84,921
|
|
|
$
|
89,635
|
|
|
$
|
87,958
|
|
|
(5
|
)%
|
|
2
|
%
|
SMB
|
124,363
|
|
|
54,471
|
|
|
40,225
|
|
|
128
|
%
|
|
35
|
%
|
|||
Total bookings
|
$
|
209,284
|
|
|
$
|
144,106
|
|
|
$
|
128,183
|
|
|
45
|
%
|
|
12
|
%
|
|
Years Ended December 31,
|
|
2016 versus 2015
|
|
2015 versus 2014
|
||||||||||||||||||
2016
|
|
2015
|
|
2014
|
|
Amount
|
%
|
Amount
|
%
|
||||||||||||||
|
(in thousands, except percentage data)
|
|
|
|
|
|
|
||||||||||||||||
Revenue
|
$
|
206,986
|
|
|
$
|
136,616
|
|
|
$
|
122,620
|
|
|
$
|
70,370
|
|
51.5
|
%
|
|
$
|
13,996
|
|
11.4
|
%
|
|
Years Ended December 31,
|
|
2016 versus 2015
|
|
2015 versus 2014
|
||||||||||||||||||
2016
|
|
2015
|
|
2014
|
|
Amount
|
%
|
Amount
|
%
|
||||||||||||||
|
(in thousands, except percentage data)
|
|
|
|
|
|
|
||||||||||||||||
Cost of revenue
|
$
|
60,937
|
|
|
$
|
38,784
|
|
|
$
|
38,567
|
|
|
$
|
22,153
|
|
57.1
|
%
|
|
$
|
217
|
|
0.6
|
%
|
Percent of revenue
|
29.4
|
%
|
|
28.4
|
%
|
|
31.5
|
%
|
|
|
|
|
|
|
|||||||||
Components of cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Personnel-related costs
|
$
|
23,513
|
|
|
$
|
13,853
|
|
|
$
|
12,614
|
|
|
$
|
9,660
|
|
69.7
|
%
|
|
$
|
1,239
|
|
9.8
|
%
|
Hosting and depreciation costs
|
21,758
|
|
|
19,553
|
|
|
21,609
|
|
|
2,205
|
|
11.3
|
%
|
|
(2,056
|
)
|
(9.5
|
)%
|
|||||
Software, amortization and other
|
15,666
|
|
|
5,378
|
|
|
4,344
|
|
|
10,288
|
|
191.3
|
%
|
|
1,034
|
|
23.8
|
%
|
|||||
Total cost of revenue
|
$
|
60,937
|
|
|
$
|
38,784
|
|
|
$
|
38,567
|
|
|
$
|
22,153
|
|
57.1
|
%
|
|
$
|
217
|
|
0.6
|
%
|
Gross profit
|
$
|
146,049
|
|
|
$
|
97,832
|
|
|
$
|
84,053
|
|
|
$
|
48,217
|
|
49.3
|
%
|
|
$
|
13,779
|
|
16.4
|
%
|
Gross margin
|
70.6
|
%
|
|
71.6
|
%
|
|
68.5
|
%
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2016 versus 2015
|
|
2015 versus 2014
|
||||||||||||||||||
2016
|
|
2015
|
|
2014
|
|
Amount
|
%
|
Amount
|
%
|
||||||||||||||
|
(in thousands, except percentage data)
|
|
|
|
|
|
|
||||||||||||||||
Research and development
|
$
|
33,298
|
|
|
$
|
28,085
|
|
|
$
|
24,132
|
|
|
$
|
5,213
|
|
18.6
|
%
|
|
$
|
3,953
|
|
16.4
|
%
|
Percent of revenue
|
16.1
|
%
|
|
20.6
|
%
|
|
19.7
|
%
|
|
|
|
|
|
|
|||||||||
Components of research and development:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Personnel-related costs
|
$
|
25,418
|
|
|
$
|
21,179
|
|
|
$
|
18,556
|
|
|
$
|
4,239
|
|
20.0
|
%
|
|
$
|
2,623
|
|
14.1
|
%
|
Third-party outsourcing costs
|
1,230
|
|
|
3,498
|
|
|
3,064
|
|
|
(2,268
|
)
|
(64.8
|
)%
|
|
434
|
|
14.2
|
%
|
|||||
Hosting, outside contractors and other
|
6,650
|
|
|
3,408
|
|
|
2,512
|
|
|
3,242
|
|
95.1
|
%
|
|
896
|
|
35.7
|
%
|
|||||
Total research and development
|
$
|
33,298
|
|
|
$
|
28,085
|
|
|
$
|
24,132
|
|
|
$
|
5,213
|
|
18.6
|
%
|
|
$
|
3,953
|
|
16.4
|
%
|
|
Years Ended December 31,
|
|
2016 versus 2015
|
|
2015 versus 2014
|
||||||||||||||||||
2016
|
|
2015
|
|
2014
|
|
Amount
|
%
|
Amount
|
%
|
||||||||||||||
|
(in thousands, except percentage data)
|
|
|
|
|
|
|
||||||||||||||||
General and administrative
|
$
|
41,332
|
|
|
$
|
37,265
|
|
|
$
|
17,862
|
|
|
$
|
4,067
|
|
10.9
|
%
|
|
$
|
19,403
|
|
108.6
|
%
|
Percent of revenue
|
20.0
|
%
|
|
27.3
|
%
|
|
14.5
|
%
|
|
|
|
|
|
|
|||||||||
Components of general and administrative:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Personnel-related costs
|
$
|
21,471
|
|
|
$
|
17,687
|
|
|
$
|
10,350
|
|
|
$
|
3,784
|
|
21.4
|
%
|
|
$
|
7,337
|
|
70.9
|
%
|
Professional fees
|
11,255
|
|
|
16,451
|
|
|
4,278
|
|
|
(5,196
|
)
|
(31.6
|
)%
|
|
12,173
|
|
284.5
|
%
|
|||||
Consulting, taxes and other
|
8,606
|
|
|
3,127
|
|
|
3,234
|
|
|
5,479
|
|
175.2
|
%
|
|
(107
|
)
|
(3.3
|
)%
|
|||||
Total general and administrative
|
$
|
41,332
|
|
|
$
|
37,265
|
|
|
$
|
17,862
|
|
|
$
|
4,067
|
|
10.9
|
%
|
|
$
|
19,403
|
|
108.6
|
%
|
|
Years Ended December 31,
|
|
2016 versus 2015
|
|
2015 versus 2014
|
||||||||||||||||||
2016
|
|
2015
|
|
2014
|
|
Amount
|
%
|
Amount
|
%
|
||||||||||||||
|
(in thousands, except percentage data)
|
|
|
|
|
|
|
||||||||||||||||
Sales and marketing
|
$
|
73,347
|
|
|
$
|
53,671
|
|
|
$
|
49,882
|
|
|
$
|
19,676
|
|
36.7
|
%
|
|
$
|
3,789
|
|
7.6
|
%
|
Percent of revenue
|
35.4
|
%
|
|
39.3
|
%
|
|
40.7
|
%
|
|
|
|
|
|
|
|||||||||
Components of sales and marketing:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Personnel-related costs
|
$
|
31,828
|
|
|
$
|
19,498
|
|
|
$
|
13,907
|
|
|
$
|
12,330
|
|
63.2
|
%
|
|
$
|
5,591
|
|
40.2
|
%
|
Advertising costs
|
17,833
|
|
|
15,040
|
|
|
17,952
|
|
|
2,793
|
|
18.6
|
%
|
|
(2,912
|
)
|
(16.2
|
)%
|
|||||
Costs of credit card transactions and offering free trials
|
6,508
|
|
|
7,383
|
|
|
6,245
|
|
|
(875
|
)
|
(11.9
|
)%
|
|
1,138
|
|
18.2
|
%
|
|||||
Agency fees, consulting and other
|
17,178
|
|
|
11,750
|
|
|
11,778
|
|
|
5,428
|
|
46.2
|
%
|
|
(28
|
)
|
(0.2
|
)%
|
|||||
Total sales and marketing
|
$
|
73,347
|
|
|
$
|
53,671
|
|
|
$
|
49,882
|
|
|
$
|
19,676
|
|
36.7
|
%
|
|
$
|
3,789
|
|
7.6
|
%
|
|
Years Ended December 31,
|
|
2016 versus 2015
|
|
2015 versus 2014
|
||||||||||||||||||
2016
|
|
2015
|
|
2014
|
|
Amount
|
%
|
Amount
|
%
|
||||||||||||||
|
(in thousands, except percentage data)
|
|
|
|
|
|
|
||||||||||||||||
Restructuring
|
$
|
856
|
|
|
$
|
469
|
|
|
$
|
762
|
|
|
$
|
387
|
|
82.5
|
%
|
|
$
|
(293
|
)
|
(38.5
|
)%
|
|
Years Ended December 31,
|
|
2016 versus 2015
|
|
2015 versus 2014
|
||||||||||||||||||
2016
|
|
2015
|
|
2014
|
|
Amount
|
%
|
Amount
|
%
|
||||||||||||||
|
(in thousands, except percentage data)
|
|
|
|
|
|
|
||||||||||||||||
Provision for income taxes
|
$
|
1,383
|
|
|
$
|
102
|
|
|
$
|
367
|
|
|
$
|
1,281
|
|
1,255.9
|
%
|
|
$
|
(265
|
)
|
(72.2
|
)%
|
•
|
potential future acquisition opportunities;
|
•
|
the levels of advertising and promotion required to acquire and retain customers;
|
•
|
expansion of our data center infrastructure necessary to support our growth;
|
•
|
growth of our operations in the U.S. and worldwide;
|
•
|
our development and introduction of new solutions; and
|
•
|
the expansion of our sales, customer support, research and development, and marketing organizations.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Net cash provided by operating activities
|
$
|
13,161
|
|
|
$
|
13,174
|
|
|
$
|
22,678
|
|
Net cash provided by (used in) investing activities
|
(16,275
|
)
|
|
8,323
|
|
|
(31,126
|
)
|
|||
Net cash (used in) provided by financing activities
|
(1,400
|
)
|
|
(3,394
|
)
|
|
4,239
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands, except share
and per share data)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
59,152
|
|
|
$
|
63,936
|
|
Marketable securities
|
—
|
|
|
1,000
|
|
||
Trade accounts receivable, less allowances of $1,587 and $139
|
16,639
|
|
|
3,736
|
|
||
Prepaid expenses and other current assets
|
7,325
|
|
|
3,188
|
|
||
Restricted cash
|
135
|
|
|
135
|
|
||
Total current assets
|
83,251
|
|
|
71,995
|
|
||
Property and equipment, net
|
23,872
|
|
|
22,083
|
|
||
Other assets
|
157
|
|
|
167
|
|
||
Acquired intangible assets, net
|
13,751
|
|
|
8,640
|
|
||
Goodwill
|
23,728
|
|
|
23,105
|
|
||
Total assets
|
$
|
144,759
|
|
|
$
|
125,990
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
5,819
|
|
|
$
|
8,384
|
|
Accrued expenses
|
19,768
|
|
|
11,559
|
|
||
Current portion of deferred revenue
|
86,311
|
|
|
80,269
|
|
||
Total current liabilities
|
111,898
|
|
|
100,212
|
|
||
Deferred revenue, net of current portion
|
21,280
|
|
|
18,434
|
|
||
Other long-term liabilities
|
5,747
|
|
|
6,271
|
|
||
Total liabilities
|
138,925
|
|
|
124,917
|
|
||
Commitments and contingencies (
Note 12
)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value; 6,000,000 shares authorized; no shares issued
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 45,000,000 shares authorized at December 31, 2016 and 2015; 28,545,089 shares issued and 27,394,024 shares outstanding at December 31, 2016; 27,756,799 shares issued and 27,216,779 shares outstanding at December 31, 2015
|
285
|
|
|
278
|
|
||
Additional paid-in capital
|
177,931
|
|
|
165,391
|
|
||
Accumulated deficit
|
(165,042
|
)
|
|
(160,943
|
)
|
||
Treasury stock, at cost (1,151,065 and 540,020 shares as of December 31, 2016 and 2015, respectively)
|
(10,657
|
)
|
|
(5,693
|
)
|
||
Accumulated other comprehensive income
|
3,317
|
|
|
2,040
|
|
||
Total stockholders’ equity
|
5,834
|
|
|
1,073
|
|
||
Total liabilities and stockholders’ equity
|
$
|
144,759
|
|
|
$
|
125,990
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands, except share and per share data)
|
||||||||||
Revenue
|
$
|
206,986
|
|
|
$
|
136,616
|
|
|
$
|
122,620
|
|
Cost of revenue
|
60,937
|
|
|
38,784
|
|
|
38,567
|
|
|||
Gross profit
|
146,049
|
|
|
97,832
|
|
|
84,053
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
33,298
|
|
|
28,085
|
|
|
24,132
|
|
|||
General and administrative
|
41,332
|
|
|
37,265
|
|
|
17,862
|
|
|||
Sales and marketing
|
73,347
|
|
|
53,671
|
|
|
49,882
|
|
|||
Restructuring charges
|
856
|
|
|
469
|
|
|
762
|
|
|||
Total operating expenses
|
148,833
|
|
|
119,490
|
|
|
92,638
|
|
|||
Loss from operations
|
(2,784
|
)
|
|
(21,658
|
)
|
|
(8,585
|
)
|
|||
Interest and other income (expense), net
|
68
|
|
|
145
|
|
|
(398
|
)
|
|||
Loss before income taxes
|
(2,716
|
)
|
|
(21,513
|
)
|
|
(8,983
|
)
|
|||
Provision for income taxes
|
1,383
|
|
|
102
|
|
|
367
|
|
|||
Net loss
|
$
|
(4,099
|
)
|
|
$
|
(21,615
|
)
|
|
$
|
(9,350
|
)
|
Basic and diluted net loss per share attributable to common stockholders
|
$
|
(0.15
|
)
|
|
$
|
(0.80
|
)
|
|
$
|
(0.35
|
)
|
Weighted-average number of common shares used in computing basic and diluted net loss per share
|
27,028,636
|
|
|
27,187,910
|
|
|
26,816,879
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Net loss
|
$
|
(4,099
|
)
|
|
$
|
(21,615
|
)
|
|
$
|
(9,350
|
)
|
Other comprehensive income:
|
|
|
|
|
|
||||||
Net unrealized gain (loss) on marketable securities
|
—
|
|
|
7
|
|
|
(1
|
)
|
|||
Foreign currency translation adjustments
|
1,277
|
|
|
1,337
|
|
|
698
|
|
|||
Total other comprehensive income (loss)
|
1,277
|
|
|
1,344
|
|
|
697
|
|
|||
Total comprehensive loss
|
$
|
(2,822
|
)
|
|
$
|
(20,271
|
)
|
|
$
|
(8,653
|
)
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income
|
|
Total
Stockholders’
Equity
|
|||||||||||||||
|
Number of
Shares
|
|
Amount
|
|
||||||||||||||||||||||
in thousands, except share data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2013
|
26,539,975
|
|
|
$
|
265
|
|
|
$
|
142,557
|
|
|
$
|
(129,978
|
)
|
|
$
|
(22
|
)
|
|
$
|
(1
|
)
|
|
$
|
12,821
|
|
Issuance of common stock in connection with stock option exercises
|
667,748
|
|
|
7
|
|
|
4,232
|
|
|
|
|
|
|
|
|
4,239
|
|
|||||||||
Stock-based compensation expense
|
|
|
|
|
6,065
|
|
|
|
|
|
|
|
|
6,065
|
|
|||||||||||
Tax benefits relating to share-based payments
|
|
|
|
|
66
|
|
|
|
|
|
|
|
|
66
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
697
|
|
|
697
|
|
|||||||||||
Net loss
|
|
|
|
|
|
|
(9,350
|
)
|
|
|
|
|
|
(9,350
|
)
|
|||||||||||
Balance at December 31, 2014
|
27,207,723
|
|
|
$
|
272
|
|
|
$
|
152,920
|
|
|
$
|
(139,328
|
)
|
|
$
|
(22
|
)
|
|
$
|
696
|
|
|
$
|
14,538
|
|
Stock options exercised and vesting of restricted stock units
|
549,076
|
|
|
6
|
|
|
2,232
|
|
|
|
|
|
|
|
|
2,238
|
|
|||||||||
Stock-based compensation expense
|
|
|
|
|
10,216
|
|
|
|
|
|
|
|
|
10,216
|
|
|||||||||||
Tax benefits relating to share-based payments
|
|
|
|
|
23
|
|
|
|
|
|
|
|
|
23
|
|
|||||||||||
Acquisition of treasury stock
|
|
|
|
|
|
|
|
|
(5,671
|
)
|
|
|
|
(5,671
|
)
|
|||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
1,344
|
|
|
1,344
|
|
|||||||||||
Net loss
|
|
|
|
|
|
|
(21,615
|
)
|
|
|
|
|
|
(21,615
|
)
|
|||||||||||
Balance at December 31, 2015
|
27,756,799
|
|
|
$
|
278
|
|
|
$
|
165,391
|
|
|
$
|
(160,943
|
)
|
|
$
|
(5,693
|
)
|
|
$
|
2,040
|
|
|
$
|
1,073
|
|
Stock options exercised and vesting of restricted stock units
|
788,290
|
|
|
7
|
|
|
3,553
|
|
|
|
|
|
|
|
|
3,560
|
|
|||||||||
Stock-based compensation expense
|
|
|
|
|
8,983
|
|
|
|
|
|
|
|
|
8,983
|
|
|||||||||||
Tax benefits relating to share-based payments
|
|
|
|
|
4
|
|
|
|
|
|
|
|
|
4
|
|
|||||||||||
Acquisition of treasury stock
|
|
|
|
|
|
|
|
|
(4,964
|
)
|
|
|
|
(4,964
|
)
|
|||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
1,277
|
|
|
1,277
|
|
|||||||||||
Net loss
|
|
|
|
|
|
|
(4,099
|
)
|
|
|
|
|
|
(4,099
|
)
|
|||||||||||
Balance at December 31, 2016
|
28,545,089
|
|
|
$
|
285
|
|
|
$
|
177,931
|
|
|
$
|
(165,042
|
)
|
|
$
|
(10,657
|
)
|
|
$
|
3,317
|
|
|
$
|
5,834
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Operating activities
|
|
||||||||||
Net loss
|
$
|
(4,099
|
)
|
|
$
|
(21,615
|
)
|
|
$
|
(9,350
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
15,869
|
|
|
13,634
|
|
|
12,469
|
|
|||
Loss (Gain) on disposal of equipment
|
748
|
|
|
(192
|
)
|
|
—
|
|
|||
Accretion of discount on marketable securities
|
—
|
|
|
(9
|
)
|
|
(34
|
)
|
|||
Stock-based compensation expense
|
8,900
|
|
|
10,216
|
|
|
6,065
|
|
|||
Other non-cash items, net
|
64
|
|
|
(100
|
)
|
|
506
|
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(13,412
|
)
|
|
(1,406
|
)
|
|
80
|
|
|||
Prepaid expenses and other current assets
|
(1,547
|
)
|
|
1,019
|
|
|
(830
|
)
|
|||
Other assets
|
17
|
|
|
2,029
|
|
|
(1
|
)
|
|||
Accounts payable
|
(3,345
|
)
|
|
2,864
|
|
|
1,952
|
|
|||
Accrued expenses
|
8,183
|
|
|
595
|
|
|
1,715
|
|
|||
Other long-term liabilities
|
(601
|
)
|
|
(1,372
|
)
|
|
4,496
|
|
|||
Deferred revenue
|
2,384
|
|
|
7,511
|
|
|
5,610
|
|
|||
Net cash provided by operating activities
|
13,161
|
|
|
13,174
|
|
|
22,678
|
|
|||
Investing activities
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(6,582
|
)
|
|
(9,730
|
)
|
|
(14,495
|
)
|
|||
Proceeds from sale of property and equipment
|
13
|
|
|
286
|
|
|
—
|
|
|||
Proceeds from maturities of marketable securities and derivatives
|
3,395
|
|
|
19,149
|
|
|
16,499
|
|
|||
Purchases of marketable securities and derivatives
|
(1,476
|
)
|
|
(750
|
)
|
|
(16,499
|
)
|
|||
Decrease (increase) in restricted cash
|
—
|
|
|
693
|
|
|
(828
|
)
|
|||
Payment for acquisitions, net of cash acquired
|
(11,625
|
)
|
|
(1,325
|
)
|
|
(15,803
|
)
|
|||
Net cash (used in) provided by investing activities
|
(16,275
|
)
|
|
8,323
|
|
|
(31,126
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Proceeds from exercise of stock options
|
3,560
|
|
|
2,254
|
|
|
4,239
|
|
|||
Excess tax benefit from equity awards
|
4
|
|
|
23
|
|
|
—
|
|
|||
Repurchase of common stock
|
(4,964
|
)
|
|
(5,671
|
)
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(1,400
|
)
|
|
(3,394
|
)
|
|
4,239
|
|
|||
Effect of currency exchange rate changes on cash
|
(270
|
)
|
|
(251
|
)
|
|
(99
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(4,784
|
)
|
|
17,852
|
|
|
(4,308
|
)
|
|||
Cash and cash equivalents, beginning of period
|
63,936
|
|
|
46,084
|
|
|
50,392
|
|
|||
Cash and cash equivalents, end of period
|
$
|
59,152
|
|
|
$
|
63,936
|
|
|
$
|
46,084
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
||||||
Cash paid for income taxes
|
$
|
1,160
|
|
|
$
|
1,760
|
|
|
$
|
—
|
|
Supplemental disclosure of non-cash investing activities
|
|
|
|
|
|
||||||
Capitalization of stock-based compensation
|
$
|
83
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Acquisition of property and equipment included in accounts payable and accrued expenses
|
$
|
894
|
|
|
$
|
(1,805
|
)
|
|
$
|
853
|
|
Asset Classification
|
Estimated Useful Life
|
Computer equipment
|
2 - 4 years
|
Appliances
|
3 years
|
Purchased software
|
3 years
|
Internal-use software
|
2 - 4 years
|
Furniture and fixtures
|
5 years
|
Leasehold improvements
|
Shorter of useful life or remaining life of lease
|
|
|
Balance Beginning of Period
|
|
Charged to Statement of Operations
|
|
Deductions (1)
|
|
Balance End of Period
|
||||||||
Year ended December 31, 2016
|
|
$
|
139
|
|
|
$
|
1,462
|
|
|
$
|
(14
|
)
|
|
$
|
1,587
|
|
Year ended December 31, 2015
|
|
$
|
156
|
|
|
$
|
(17
|
)
|
|
—
|
|
|
$
|
139
|
|
|
Year ended December 31, 2014
|
|
$
|
93
|
|
|
$
|
64
|
|
|
$
|
(1
|
)
|
|
$
|
156
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands, except share and per share data)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(4,099
|
)
|
|
$
|
(21,615
|
)
|
|
$
|
(9,350
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average common shares outstanding, basic
|
27,029
|
|
|
27,188
|
|
|
26,817
|
|
|||
Effect of potential dilutive common shares
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average shares outstanding, diluted
|
27,029
|
|
|
27,188
|
|
|
26,817
|
|
|||
Basic and diluted net loss per share
|
$
|
(0.15
|
)
|
|
$
|
(0.80
|
)
|
|
$
|
(0.35
|
)
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Options to purchase common stock
|
1,585
|
|
|
3,226
|
|
|
3,330
|
|
Restricted stock units
|
1,853
|
|
|
1,101
|
|
|
850
|
|
Total
|
3,438
|
|
|
4,327
|
|
|
4,180
|
|
|
|
|
Fair Value
|
||||||
Description
|
Balance Sheet Classification
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Derivative Assets:
|
|
|
(in thousands)
|
||||||
Non-Designated Hedging Instruments
|
|
|
|
|
|
||||
Foreign currency contracts
|
Prepaid expenses and other current assets
|
|
$
|
380
|
|
|
$
|
—
|
|
Total Derivative Assets
|
|
|
$
|
380
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||
Derivative Liabilities:
|
|
|
|
|
|
||||
Non-Designated Hedging Instruments
|
|
|
|
|
|
||||
Foreign currency contracts
|
Accrued expenses
|
|
$
|
—
|
|
|
$
|
400
|
|
Total Derivative Liabilities
|
|
|
$
|
—
|
|
|
$
|
400
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
Location in Statement of Operations
|
|
2016
|
|
2015
|
|
2014
|
||||||
Foreign currency contracts
|
Interest and other income (expense), net
|
|
$
|
1,700
|
|
|
$
|
3,404
|
|
|
$
|
807
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash equivalents—money market funds
|
$
|
20,728
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,728
|
|
|
$
|
19,703
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,703
|
|
Marketable securities—U.S. treasury securities and time deposits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|
—
|
|
|
1,000
|
|
||||||||
Foreign currency exchange contracts
|
—
|
|
|
380
|
|
|
—
|
|
|
380
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total
|
$
|
20,728
|
|
|
$
|
380
|
|
|
$
|
—
|
|
|
$
|
21,108
|
|
|
$
|
19,703
|
|
|
$
|
1,000
|
|
|
$
|
—
|
|
|
$
|
20,703
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency exchange contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400
|
|
|
—
|
|
|
400
|
|
||||||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
400
|
|
|
$
|
—
|
|
|
$
|
400
|
|
|
Amount
|
|
Weighted Average Useful
Life
|
|
Risk-Adjusted Discount Rates used in Valuation
|
||
|
(in thousands)
|
|
(in years)
|
|
|
||
Developed technology
|
$
|
5,650
|
|
|
4
|
|
15%
|
Customer relationships
|
2,500
|
|
|
6
|
|
14%
|
|
Trade names
|
1,000
|
|
|
7
|
|
14%
|
|
Total identifiable intangible assets
|
$
|
9,150
|
|
|
|
|
|
|
Year Ended December 31,
|
||
|
2015
|
||
Revenue
|
$
|
220,403
|
|
Net loss
|
$
|
(102,376
|
)
|
|
|
||
Basic and diluted net loss per share
|
$
|
(3.77
|
)
|
Weighted-average number of common shares used in computing basic and diluted net loss per share
|
27,187,910
|
|
|
Amount
|
|
Weighted Average Useful
Life
|
|
Risk-Adjusted Discount Rates used in Valuation
|
|||
|
(in thousands)
|
|
(in years)
|
|
|
|||
Developed technology
|
$
|
5,458
|
|
|
6
|
|
15.5
|
%
|
Customer relationships
|
1,613
|
|
|
8
|
|
15.5
|
%
|
|
Tradenames
|
372
|
|
|
6
|
|
15.5
|
%
|
|
Total identifiable intangible assets
|
$
|
7,443
|
|
|
|
|
|
|
December 31,
|
|||||
|
2016
|
2015
|
||||
Balance at beginning of fiscal period
|
$
|
23,105
|
|
$
|
23,728
|
|
Goodwill acquired
|
989
|
|
606
|
|
||
Effect of foreign exchange rates
|
(366
|
)
|
(1,229
|
)
|
||
Balance at end of fiscal period
|
$
|
23,728
|
|
$
|
23,105
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Weighted-
Average
Estimated
Useful Life
(in years)
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Net
Carrying
Value
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Net
Carrying
Value
|
||||||||||||
Developed technology
|
5.4
|
|
$
|
13,627
|
|
|
$
|
5,016
|
|
|
$
|
8,611
|
|
|
$
|
8,167
|
|
|
$
|
2,463
|
|
|
$
|
5,704
|
|
Customer relationships
|
6.5
|
|
6,056
|
|
|
2,170
|
|
|
3,886
|
|
|
3,627
|
|
|
1,216
|
|
|
2,411
|
|
||||||
Tradenames
|
7.0
|
|
1,710
|
|
|
456
|
|
|
1,254
|
|
|
726
|
|
|
213
|
|
|
513
|
|
||||||
Non-compete agreements
|
3.8
|
|
380
|
|
|
380
|
|
|
—
|
|
|
380
|
|
|
368
|
|
|
12
|
|
||||||
Total
|
5.7
|
|
$
|
21,773
|
|
|
$
|
8,022
|
|
|
$
|
13,751
|
|
|
$
|
12,900
|
|
|
$
|
4,260
|
|
|
$
|
8,640
|
|
2017
|
$
|
3,620
|
|
2018
|
3,568
|
|
|
2019
|
3,510
|
|
|
2020
|
1,930
|
|
|
2021
|
810
|
|
|
Thereafter
|
313
|
|
|
Total
|
$
|
13,751
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Computer equipment
|
$
|
61,518
|
|
|
$
|
53,094
|
|
Software
|
3,009
|
|
|
2,243
|
|
||
Furniture and fixtures
|
2,192
|
|
|
1,834
|
|
||
Leasehold improvements
|
9,907
|
|
|
8,879
|
|
||
Internal-use software
|
2,403
|
|
|
1,789
|
|
||
Appliances
|
349
|
|
|
279
|
|
||
Total property and equipment
|
79,378
|
|
|
68,118
|
|
||
Less accumulated depreciation and amortization
|
(55,506
|
)
|
|
(46,035
|
)
|
||
Property and equipment, net
|
$
|
23,872
|
|
|
$
|
22,083
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Accrued marketing
|
$
|
896
|
|
|
$
|
1,727
|
|
Accrued compensation
|
9,919
|
|
|
3,130
|
|
||
Accrued cost of revenue
|
606
|
|
|
—
|
|
||
Accrued tax liabilities
|
2,267
|
|
|
435
|
|
||
Accrued consulting and professional fees
|
2,342
|
|
|
3,263
|
|
||
Accrued facilities
|
1,033
|
|
|
819
|
|
||
Derivative liability
|
—
|
|
|
400
|
|
||
Accrued other expenses
|
2,705
|
|
|
1,785
|
|
||
Total accrued expenses
|
$
|
19,768
|
|
|
$
|
11,559
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Weighted-average exercise price
|
$
|
8.95
|
|
|
$
|
12.97
|
|
|
$
|
10.45
|
|
Weighted-average grant-date fair value
|
$
|
4.03
|
|
|
$
|
6.33
|
|
|
$
|
5.33
|
|
Black-Scholes Assumptions
|
|
|
|
|
|
||||||
Risk-free interest rate
|
1.93
|
%
|
|
1.54% to 1.85%
|
|
|
1.88% to 2.10%
|
|
|||
Expected dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|||
Expected volatility
|
44
|
%
|
|
48% to 51%
|
|
|
51% to 53%
|
|
|||
Expected term (in years)
|
6.1
|
|
|
5.5 to 6.1
|
|
|
5.8 to 6.1
|
|
|
Number of
Shares
|
|
Weighted-
Average
Exercise
Price per
Share
|
|
Weighted-
Average
Remaining
Contractual
Life
(in years)
|
|
Aggregate
Intrinsic
Value
(in thousands) (2)
|
|||||
Outstanding at December 31, 2015
|
2,975,673
|
|
|
$
|
11.06
|
|
|
6.71
|
|
$
|
724
|
|
Granted
|
1,500
|
|
|
8.95
|
|
|
|
|
|
|||
Exercised
|
(372,944
|
)
|
|
9.54
|
|
|
|
|
|
|||
Cancelled
|
(1,269,352
|
)
|
|
11.23
|
|
|
|
|
|
|||
Outstanding at December 31, 2016
|
1,334,877
|
|
|
$
|
11.32
|
|
|
6.85
|
|
$
|
6,787
|
|
Exercisable as of December 31, 2016
|
943,354
|
|
|
$
|
11.00
|
|
|
6.44
|
|
$
|
5,094
|
|
Vested and expected to vest as of December 31, 2016 (1)
|
1,265,487
|
|
|
$
|
11.27
|
|
|
6.78
|
|
$
|
6,488
|
|
(1)
|
Represents the number of vested stock options as of
December 31, 2016
, plus the number of unvested stock options expected to vest as of
December 31, 2016
, based on the unvested stock options outstanding at
December 31, 2016
, adjusted for estimated forfeitures.
|
(2)
|
The aggregate intrinsic value is calculated as the positive difference between the exercise price of the underlying stock options and the fair market value of the Company’s common stock on
December 31, 2015
and
December 31, 2016
.
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Unvested restricted stock units as of December 31, 2015
|
1,001,364
|
|
|
$
|
13.19
|
|
Restricted stock units granted
|
955,543
|
|
|
9.75
|
|
|
Restricted stock units vested
|
(301,611
|
)
|
|
13.02
|
|
|
Restricted stock units cancelled
|
(285,300
|
)
|
|
10.83
|
|
|
Unvested restricted stock units as of December 31, 2016
|
1,369,996
|
|
|
$
|
11.32
|
|
|
Number of
Shares
|
|
Weighted Average
Grant Date Fair
Value
|
|||
Unvested restricted stock awards as of December 31, 2015
|
41,917
|
|
|
$
|
10.90
|
|
Restricted stock awards granted
|
108,497
|
|
|
9.46
|
|
|
Restricted stock awards vested (restriction lapsed)
|
(35,792
|
)
|
|
10.88
|
|
|
Restricted stock awards forfeited
|
—
|
|
|
—
|
|
|
Unvested restricted stock awards as of December 31, 2016
|
114,622
|
|
|
$
|
9.55
|
|
|
As of February 1,
|
|
|
2016
|
|
Grant-date stock price
|
8.95
|
|
Assumptions
|
|
|
Expected volatility
|
40
|
%
|
Risk-free interest rate
|
1.01
|
%
|
Expected dividend yield
|
—
|
%
|
|
As of June 3,
|
|
|
2015
|
|
Grant-date stock price
|
$11.32
|
|
Assumptions
|
|
|
Expected volatility
|
49
|
%
|
Risk-free interest rate
|
2.38
|
%
|
Expected dividend yield
|
—
|
%
|
|
As of December 3, 2014
|
|
Exercise price
|
14.44
|
|
Grant-date fair value
|
7.41
|
|
Assumptions
|
|
|
Expected volatility
|
51
|
%
|
Risk-free interest rate
|
2.29
|
%
|
Expected dividend yield
|
—
|
%
|
|
Options with Market-Based Vesting Conditions
|
|
Weighted Average
Grant Date Fair
Value
|
|
Restricted Stock Units with Market-Based Vesting Conditions
|
|
Weighted Average
Grant Date Fair
Value
|
||||||
Unvested market-based vesting awards as of December 31, 2015
|
250,000
|
|
|
$
|
7.41
|
|
|
100,000
|
|
|
$
|
11.32
|
|
Market-based vesting awards granted
|
—
|
|
|
—
|
|
|
325,000
|
|
|
4.34
|
|
||
Market-based vesting awards vested
|
(125,000
|
)
|
|
7.18
|
|
|
(12,500
|
)
|
|
11.32
|
|
||
Market-based vesting awards forfeited
|
—
|
|
|
—
|
|
|
(45,000
|
)
|
|
4.34
|
|
||
Unvested market-based vesting awards as of December 31, 2016
|
125,000
|
|
|
$
|
7.65
|
|
|
367,500
|
|
|
$
|
6.00
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of revenues
|
$
|
807
|
|
|
$
|
730
|
|
|
$
|
539
|
|
Research and development
|
868
|
|
|
1,171
|
|
|
1,285
|
|
|||
General and administrative
|
6,161
|
|
|
7,226
|
|
|
3,216
|
|
|||
Sales and marketing
|
1,064
|
|
|
1,089
|
|
|
1,025
|
|
|||
Total
|
$
|
8,900
|
|
|
$
|
10,216
|
|
|
$
|
6,065
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic
|
$
|
(1,911
|
)
|
|
$
|
(10,120
|
)
|
|
$
|
2,953
|
|
Foreign
|
(805
|
)
|
|
(11,393
|
)
|
|
(11,936
|
)
|
|||
Total loss before provision for income taxes
|
$
|
(2,716
|
)
|
|
$
|
(21,513
|
)
|
|
$
|
(8,983
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current tax provision (benefit)
|
|
|
|
|
|
||||||
Federal
|
$
|
90
|
|
|
$
|
131
|
|
|
$
|
211
|
|
State
|
219
|
|
|
113
|
|
|
239
|
|
|||
Foreign
|
1,089
|
|
|
(118
|
)
|
|
5
|
|
|||
|
1,398
|
|
|
126
|
|
|
455
|
|
|||
Deferred tax provision (benefit)
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(89
|
)
|
State
|
10
|
|
|
4
|
|
|
1
|
|
|||
Foreign
|
(25
|
)
|
|
(28
|
)
|
|
—
|
|
|||
|
(15
|
)
|
|
(24
|
)
|
|
(88
|
)
|
|||
Total provision for income taxes
|
$
|
1,383
|
|
|
$
|
102
|
|
|
$
|
367
|
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
34,292
|
|
|
$
|
36,822
|
|
Research and development tax credit carryforwards
|
5,751
|
|
|
4,924
|
|
||
Deferred revenue
|
7,213
|
|
|
7,005
|
|
||
Stock compensation
|
2,693
|
|
|
4,176
|
|
||
Other
|
7,230
|
|
|
6,106
|
|
||
Total deferred tax assets
|
57,179
|
|
|
59,033
|
|
||
Valuation allowance for deferred tax assets
|
(52,987
|
)
|
|
(54,982
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
4,192
|
|
|
4,051
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Amortization
|
(1,452
|
)
|
|
(2,439
|
)
|
||
Other
|
(4,133
|
)
|
|
(3,146
|
)
|
||
Total deferred tax liabilities
|
(5,585
|
)
|
|
(5,585
|
)
|
||
Net deferred tax liabilities
|
$
|
(1,393
|
)
|
|
$
|
(1,534
|
)
|
|
2016
|
|
2015
|
||||
Unrecognized tax benefits, beginning of year
|
$
|
(3,231
|
)
|
|
$
|
(2,615
|
)
|
Additions based on tax positions related to the current year
|
(943
|
)
|
|
(1,323
|
)
|
||
Additions for tax positions of prior years
|
(14
|
)
|
|
(35
|
)
|
||
Reductions for tax positions of prior years
|
80
|
|
|
142
|
|
||
Settlements
|
—
|
|
|
600
|
|
||
Unrecognized tax benefits, end of year
|
$
|
(4,108
|
)
|
|
$
|
(3,231
|
)
|
Years Ended December 31,
|
Commitments
|
||
2017
|
$
|
4,984
|
|
2018
|
1,010
|
|
|
2019
|
261
|
|
|
2020
|
—
|
|
|
2021
|
—
|
|
|
Total
|
$
|
6,255
|
|
|
For the three months ended:
|
||||||||||||||||||||||||||||||
|
Dec. 31,
2016 |
|
Sept. 30,
2016 |
|
June 30,
2016 |
|
March 31,
2016 |
|
Dec. 31,
2015 |
|
Sept. 30,
2015 |
|
June 30,
2015 |
|
March 31,
2015 |
||||||||||||||||
Statements of
Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenue
|
$
|
53,488
|
|
|
$
|
51,948
|
|
|
$
|
53,435
|
|
|
$
|
48,115
|
|
|
$
|
35,065
|
|
|
$
|
34,553
|
|
|
$
|
33,972
|
|
|
$
|
33,026
|
|
Gross profit
|
$
|
38,629
|
|
|
$
|
36,489
|
|
|
$
|
37,571
|
|
|
$
|
33,360
|
|
|
$
|
25,869
|
|
|
$
|
24,779
|
|
|
$
|
24,172
|
|
|
$
|
23,012
|
|
Loss from operations
|
$
|
(161
|
)
|
|
$
|
381
|
|
|
$
|
1,447
|
|
|
$
|
(4,451
|
)
|
|
$
|
(5,488
|
)
|
|
$
|
(5,701
|
)
|
|
$
|
(4,476
|
)
|
|
$
|
(5,993
|
)
|
Net loss
|
$
|
(670
|
)
|
|
$
|
107
|
|
|
$
|
1,160
|
|
|
$
|
(4,696
|
)
|
|
$
|
(4,599
|
)
|
|
$
|
(5,966
|
)
|
|
$
|
(4,820
|
)
|
|
$
|
(6,230
|
)
|
Basic and diluted net loss per share
|
$
|
(0.02
|
)
|
|
$
|
0.00
|
|
|
$
|
0.04
|
|
|
$
|
(0.17
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.23
|
)
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
•
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of our assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and board of directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
CARBONITE, INC.
|
||
|
|
|
|
Dated: March 16, 2017
|
By:
|
|
/s/ Mohamad Ali
|
|
|
|
Mohamad Ali
|
|
|
|
Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
/s/ Mohamad Ali
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
March 16, 2017
|
Mohamad Ali
|
|
|
||
|
|
|
|
|
/s/ Anthony Folger
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
March 16, 2017
|
Anthony Folger
|
|
|
||
|
|
|
|
|
/s/ Cassandra Hudson
|
|
Chief Accounting Officer (Principal Accounting Officer)
|
|
March 16, 2017
|
Cassandra Hudson
|
|
|
||
|
|
|
|
|
/s/ Stephen Munford*
|
|
Chairman of the Board
|
|
March 16, 2017
|
Stephen Munford
|
|
|
||
|
|
|
|
|
/s/ Jeffry Flowers*
|
|
Director
|
|
March 16, 2017
|
Jeffry Flowers
|
|
|
||
|
|
|
||
/s/ Charles Kane*
|
|
Director
|
|
March 16, 2017
|
Charles Kane
|
|
|
||
|
|
|
||
/s/ Todd Krasnow*
|
|
Director
|
|
March 16, 2017
|
Todd Krasnow
|
|
|
||
|
|
|
||
/s/ Peter Gyenes*
|
|
Director
|
|
March 16, 2017
|
Peter Gyenes
|
|
|
||
|
|
|
||
/s/ Scott Daniels*
|
|
Director
|
|
March 16, 2017
|
Scott Daniels
|
|
|
||
|
|
|
||
/s/ David Friend*
|
|
Director
|
|
March 16, 2017
|
David Friend
|
|
|
*By: /s/ Mohamad Ali
|
*Mohamad Ali Attorney-in-Fact
|
Exhibit No.
|
Description
|
2.1(1)
|
Share Purchase Agreement relating to all shares in MailStore Software GmbH, dated as of December 12, 2014.
|
2.2(29)
|
Asset Purchase Agreement by and among Carbonite, Inc., Carbonite Cloud Backup (Canada) Inc., Carbonite GmbH, Carbonite Operations BV, EVault, Inc. and Seagate Technologies (US) Holdings, Inc., dated as of December 15, 2015.
|
2.3(38)
|
Amendment to Asset Purchase Agreement by and among Carbonite, Inc., Carbonite Cloud Backup (Canada) Inc., Carbonite GmbH, Carbonite Operations BV, EVault, Inc. and Seagate Technologies (US) Holdings, Inc., dated as of December 15, 2015.
|
2.4(39)
|
Stock Purchase Agreement by and Among Carbonite, Inc., Vero Parent, Inc., and Vision Solutions, Inc., dated as of January 31, 2017.
|
2.5(40)
|
Registration Rights Agreement by and between the Carbonite, Inc. and Vero parent, Inc., dated as of January 31, 2017.
|
3.1(41)
|
Amended and Restated Certificate of Incorporation of Carbonite, Inc.
|
3.2(2)
|
Amended and Restated By-Laws of Carbonite, Inc.
|
3.3(42)
|
Certificate of Elimination of Series A Junior Participating Preferred Stock, dated as of January 11, 2016.
|
4.1(4)
|
Form of Common Stock Certificate.
|
10.1(2)#
|
Amended and Restated 2005 Stock Incentive Plan and Form of Incentive Stock Option Agreement, Non-statutory Stock Option Agreement, and Stock Restriction Agreement under the Amended and Restated 2005 Stock Incentive Plan.
|
10.2(3)#
|
2011 Equity Award Plan and Form of Incentive Stock Option Agreement, Non-statutory Stock Option Agreement, and Stock Restriction Agreement under the 2011 Equity Award Plan.
|
10.3(4)#
|
Form of Indemnification Agreement by and between Carbonite, Inc. and each of its directors and executive officers.
|
10.4(31)
|
Amended and Restated Office Lease by Trustees of Church Realty Trust to Carbonite, Inc., dated as of October 17, 2011.
|
10.5(5)
|
Commercial Lease with Lewiston Properties, LLC, dated as of May 13, 2011.
|
10.6(6)
|
Turn Key Datacenter Lease with GIP Wakefield, LLC, dated as of June 3, 2011.
|
10.7(7)
|
Turn Key Datacenter Lease with Digital Phoenix Van Buren, LLC, dated as of November 29, 2011.
|
10.8(8)
|
First Amendment to the Datacenter Lease with GIP Wakefield, LLC, dated as of September 15, 2011.
|
10.9(9)
|
Second Amendment to the Datacenter Lease with GIP Wakefield, LLC, dated as of March 31, 2012.
|
10.10(10)
|
Third Amendment to the Datacenter Lease with GIP Wakefield LLC, dated as of June 11, 2012.
|
10.11(11)#
|
Offer Letter with Anthony Folger, dated as of November 21, 2012.
|
10.12(12)†
|
Fourth Amendment to the Datacenter Lease with GIP Wakefield, LLC, dated as of February 14, 2013.
|
10.13(13)*
|
Turnkey Datacenter Lease with Digital 2121 South Price, LLC, dated as of December 31, 2013.
|
10.14(14)†
|
Fifth Amendment to the Datacenter Lease with GIP Wakefield, LLC, dated as of February 6, 2014.
|
10.15(15)#
|
Form of Restricted Stock Unit Agreement under the 2011 Equity Award Plan.
|
10.16(16)
|
Indenture of Lease by and between Abbey Lafayette Operating LLC and Carbonite, Inc. dated as of May 5, 2014.
|
10.17(17)#
|
Form of Stock Restriction Agreement under the 2011 Equity Award Plan.
|
10.18(18)#
|
Amended and Restated Offer Letter with Danielle Sheer, dated as of August 1, 2014.
|
10.19(19)#
|
Promotion Letter Agreement with Cassandra Hudson, dated as of October 28, 2014.
|
10.20(20)†
|
Sixth Amendment to the Datacenter Lease with GIP Wakefield, LLC, dated as of September 30, 2014.
|
10.21(21)#
|
Executive Employment Agreement with Mohamad Ali, dated as of December 3, 2014, as amended January 8, 2015.
|
10.22(22)
|
Credit Agreement by and among Carbonite, Inc., the lenders party thereto and Silicon Valley Bank, dated as of May 6, 2015.
|
10.23(23)
|
First Amendment to Credit Agreement by and among Carbonite, Inc., the lenders party thereto and Silicon Valley Bank, dated as of May 22, 2015.
|
10.24(24)
|
Seventh Amendment to the Datacenter Lease with GIP Wakefield, LLC, dated as of September 30, 2015.
|
10.25(25)
|
Second Amendment to Credit Agreement by and among Carbonite, Inc., the lenders party thereto and Silicon Valley Bank, dated as of October 30, 2015.
|
10.26(26)#
|
Offer Letter with Christopher Doggett, dated as of November 27, 2015.
|
Exhibit No.
|
Description
|
10.27(27)#
|
Offer Letter with Paul Mellinger, dated as of December 15, 2015.
|
10.28(28)#
|
Offer Letter with Norman Guadagno, dated as of January 6, 2016.
|
10.29(30)#
|
Executive Severance Plan, dated as of February 2, 2016.
|
10.30(32)
|
Performance-Based Restricted Stock Unit Award Agreement under the 2011 Equity Award Plan.
|
10.31(33)
|
First Amendment to Turnkey Datacenter Lease with Digital Phoenix Van Buren, LLC, dated as of February 3, 2016.
|
10.32(34)
|
Third Amendment to Credit Agreement by and among Carbonite, Inc. the lenders party thereto and Silicon Valley Bank, dated as of July 25, 2016.
|
10.33(35)*
|
Eighth Amendment to Turn Key Datacenter Lease with GIP Wakefield, LLC, dated as of September 30, 2016.
|
10.34(36)*
|
Deed of Turn Key Datacenter Lease with Digital Loudoun Parkway Center North, LLC, dated as of September 30, 2016.
|
10.35(37)
|
Fourth Amendment to Credit Agreement by and Among Carbonite, Inc. the lenders party thereto and Silicon Valley Bank, dated as of January 30, 2017.
|
21.1
|
List of subsidiaries.
|
23.1
|
Consent of Ernst & Young LLP, independent registered public accounting firm.
|
24.1
|
Power of Attorney.
|
31.1
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
Certifications of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
Certifications of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
XBRL Instance Document.
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
(1)
|
Filed as the same numbered exhibit to Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2014, and incorporated herein by reference.
|
(2)
|
Filed as the same numbered exhibit to Amendment No. 2 to Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 13, 2011, and incorporated herein by reference.
|
(3)
|
Filed as the same numbered exhibit to Amendment No. 3 to Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 25, 2011, and incorporated herein by reference.
|
(4)
|
Filed as the same numbered exhibit to Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 12, 2011, and incorporated herein by reference.
|
(5)
|
Filed as Exhibit 10.13 to Amendment No. 1 to Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 15, 2011, and incorporated herein by reference.
|
(6)
|
Filed as Exhibit 10.14 to Amendment No. 1 to Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 15, 2011, and incorporated herein by reference.
|
(7)
|
Filed as Exhibit 10.17 to Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2012, and incorporated herein by reference.
|
(8)
|
Filed as Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 3, 2012, and incorporated herein by reference.
|
(9)
|
Filed as Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 3, 2012, and incorporated herein by reference.
|
(10)
|
Filed as Exhibit 10.24 to Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 6, 2013, and incorporated herein by reference.
|
(11)
|
Filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 2, 2013, and incorporated herein by reference.
|
(12)
|
Filed as Exhibit 10.19 to Registrant's Annual Report on Form 10-K with the Securities and Exchange Commission on March 5, 2014, and incorporated herein by reference.
|
(13)
|
Filed as Exhibit 10.24 to Registrant's Annual Report on Form 10-K with the Securities and Exchange Commission on March 5, 2014, and incorporated herein by reference.
|
(14)
|
Filed as Exhibit 10.25 to Registrant's Annual Report on Form 10-K with the Securities and Exchange Commission on March 5, 2014, and incorporated herein by reference.
|
(15)
|
Filed as Exhibit 10.27 to Registrant's Annual Report on Form 10-K with the Securities and Exchange Commission on March 5, 2014, and incorporated herein by reference.
|
(16)
|
Filed as Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q with the Securities and Exchange Commission on May 6, 2014, and incorporated herein by reference.
|
(17)
|
Filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 4, 2014, and incorporated herein by reference.
|
(18)
|
Filed as Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q with the Securities and Exchange Commission on August 5, 2014, and incorporated herein by reference.
|
(19)
|
Filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2014, and incorporated herein by reference.
|
(20)
|
Filed as Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2014, and incorporated herein by reference.
|
(21)
|
Filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 4, 2014 (Executive Employment Agreement) and Exhibit 99.2 to Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2015 (Amendment to Executive Employment Agreement), and each incorporated herein by reference.
|
(22)
|
Filed as Exhibit 10.5 to Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2015, and incorporated herein by reference.
|
(23)
|
Filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 27, 2015, and incorporated herein by reference.
|
(24)
|
Filed as Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015, and incorporated herein by reference.
|
(25)
|
Filed as Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015, and incorporated herein by reference.
|
(26)
|
Filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 1, 2015, and incorporated herein by reference.
|
(27)
|
Filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2015, and incorporated herein by reference.
|
(28)
|
Filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2016, and incorporated herein by reference.
|
(29)
|
Filed as Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2016, and incorporated herein by reference.
|
(30)
|
Filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 4, 2016, and incorporated herein by reference.
|
(31)
|
Filed as Exhibit 10.5 to Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2015, and incorporated herein by reference.
|
(32)
|
Filed as Exhibit 10.35 to Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 8, 2016, and incorporated herein by reference.
|
(33)
|
Filed as Exhibit 10.36 to Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 8, 2016, and incorporated herein by reference.
|
(34)
|
Filed as Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2016, and incorporated herein by reference.
|
(35)
|
Filed as Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016, and incorporated herein by reference.
|
(36)
|
Filed as Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016, and incorporated herein by reference.
|
(37)
|
Filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2017, and incorporated herein by reference.
|
(38)
|
Filed as Exhibit 2.2 to Registrant’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on April 4, 2016, and incorporated here by reference.
|
(39)
|
Filed as Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2017, and incorporated herein by reference.
|
(40)
|
Filed as Exhibit 2.2 to Registrant’s Current Report on Form 8-K Filed with the Securities and Exchange Commission on January 31, 2017, and incorporated herein by reference.
|
(41)
|
Filed as the same numbered exhibit to Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2011, and incorporated herein by reference.
|
(42)
|
Filed as Exhibit 3.1 to Registrant's Current Report on Form 8-K/A filed with the Securities and Exchange Commission on January 13, 2016, and incorporated by reference.
|
#
|
Indicates a management contract or compensatory plan.
|
†
|
Portions of this exhibit have been omitted pending a determination by the Securities and Exchange Commission as to whether these portions should be granted confidential treatment.
|
*
|
Portions of this exhibit have been omitted pursuant to the Commission's grant of confidential treatment.
|
1 Year Carbonite Chart |
1 Month Carbonite Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions