UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended October 31, 2014

o 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: 001-35868

RALLY SOFTWARE DEVELOPMENT CORP.

(Exact name of registrant as specified in its charter)

Delaware

84-1597294

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

3333 Walnut Street

Boulder, Colorado 80301

(Address of principal executive offices, including zip code)

(303) 565-2800

(Registrant’s telephone number, including area code)

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 x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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

Large accelerated filer o		Accelerated filer o

Non-accelerated filer x		Smaller reporting company o
(Do not check if a smaller reporting company)

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

On December 1, 2014, the registrant had 25,218,789 shares of common stock, $0.0001 par value per share, outstanding.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

RALLY SOFTWARE DEVELOPMENT CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

(Unaudited)

	October 31, 2014			January 31, 2014
Assets
Current assets:
Cash and cash equivalents	$	29,074		$	88,891
Short-term investments	41,427			—
Restricted cash	15			16
Accounts receivable, net	13,567			21,771
Other receivables	255			78
Prepaid expenses and other current assets	4,009			3,310
Total current assets	88,347			114,066
Property and equipment, net	5,827			5,569
Goodwill	2,343			2,529
Intangible assets, net	1,514			1,909
Restricted cash	4,200			4,200
Other assets	799			810
Total assets	$	103,030		$	129,083
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	2,195		$	2,170
Accrued liabilities	3,112			4,812
Deferred revenue	33,599			38,352
Employee stock purchase plan withholdings	1,081			528
Other current liabilities	1,207			1,526
Total current liabilities	41,194			47,388
Deferred revenue, net of current portion	1,126			2,433
Other long-term liabilities	901			888
Total liabilities	43,221			50,709
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.0001 par value per share. At October 31, 2014 and January 31, 2014, authorized, 200,000,000 shares; issued and outstanding, 25,215,956 and 24,786,413 shares, respectively	3			3
Additional paid-in capital	180,407			174,027
Accumulated deficit	(120,439		)	(95,660		)
Accumulated other comprehensive income (loss)	(162		)	4
Total stockholders’ equity	59,809			78,374
Total liabilities and stockholders’ equity	$	103,030		$	129,083

The accompanying notes are an integral part of these condensed consolidated financial statements.

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RALLY SOFTWARE DEVELOPMENT CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

	Three Months Ended October 31,						Nine Months Ended October 31,
	2014			2013			2014			2013
Revenue:
Subscription and support	$	17,653		$	14,888		$	51,197		$	42,481
Perpetual license	1,040			1,055			3,041			4,419
Total product revenue	18,693			15,943			54,238			46,900
Professional services	3,316			2,936			8,714			7,824
Total revenue	22,009			18,879			62,952			54,724
Cost of revenue (1):
Product	3,025			1,997			8,261			5,482
Professional services	2,956			2,577			8,680			6,786
Total cost of revenue	5,981			4,574			16,941			12,268
Gross profit	16,028			14,305			46,011			42,456
Operating expenses (1):
Sales and marketing	11,992			10,832			36,242			28,752
Research and development	6,838			5,167			19,319			15,297
General and administrative	4,389			4,008			14,552			11,644
Total operating expenses	23,219			20,007			70,113			55,693
Loss from operations	(7,191		)	(5,702		)	(24,102		)	(13,237		)
Other (expense) income:
Interest and other income	37			42			115			91
Interest expense	—			—			—			(464		)
Loss on foreign currency transactions and other gain (loss)	(111		)	(87		)	(262		)	(111		)
Loss before provision for income taxes	(7,265		)	(5,747		)	(24,249		)	(13,721		)
Provision for income taxes	126			39			530			133
Net loss	$	(7,391	)	$	(5,786	)	$	(24,779	)	$	(13,854	)
Net loss per share:
Basic and diluted	$	(0.29	)	$	(0.24	)	$	(0.99	)	$	(0.76	)
Weighted-average shares outstanding:
Basic and diluted	25,207			24,398			25,019			18,239

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

	Three Months Ended October 31,				Nine Months Ended October 31,
	2014		2013		2014		2013
Cost of product revenue	$	102	$	69	$	271	$	174
Cost of professional services revenue	136		56		323		121
Sales and marketing	508		496		1,313		903
Research and development	309		362		958		988
General and administrative	588		433		1,677		864
	$	1,643	$	1,416	$	4,542	$	3,050

The accompanying notes are an integral part of these condensed consolidated financial statements.

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RALLY SOFTWARE DEVELOPMENT CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Nine Months Ended October 31,
	2014			2013
Cash flow from operating activities:
Net loss	$	(24,779	)	$	(13,854	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,280			1,987
Noncash stock-based compensation expense	4,542			3,050
Noncash interest expense	—			462
Other	172			1
Changes in operating assets and liabilities:
Accounts receivable	8,204			4,597
Other receivables	(177		)	121
Prepaid expenses and other current assets	(699		)	(750		)
Other assets	(40		)	(273		)
Accounts payable and accrued liabilities	(1,673		)	1,130
Deferred revenue	(6,061		)	(4,503		)
Other current liabilities	234			1,688
Other long-term liabilities	12			(35		)
Restricted cash	—			(4,200		)
Net cash used in operating activities	(17,985		)	(10,579		)
Cash flows from investing activities:
Purchase of property and equipment	(2,268		)	(3,264		)
Purchase of investments	(41,417		)	—
Proceeds from sale of assets	15			—
Purchase of Flowdock Oy, net of cash received	—			(2,857		)
Net cash used in investing activities	(43,670		)	(6,121		)
Cash flows from financing activities:
Proceeds from initial public offering, net of underwriting discounts and commissions	—			89,838
Proceeds from follow-on offering, net of underwriting discounts and commissions	—			5,884
Proceeds from exercise of common stock options	484			463
Proceeds from employee stock purchase plan	1,463			—
Payment of payroll taxes related to stock-based compensation	(109		)	—
Payments of offering costs	—			(2,259		)
Net cash provided by financing activities	1,838			93,926
Net increase (decrease) in cash and cash equivalents	(59,817		)	77,226
Cash and cash equivalents-beginning of period	88,891			17,609
Cash and cash equivalents-end of period	$	29,074		$	94,835
Supplementary information:
Cash paid for interest	$	—		$	2
Cash paid for income taxes	886			125
Noncash investing and financing activities:
Conversion of redeemable convertible preferred stock to common stock	$	—		$	68,410
Conversion of preferred stock warrants to common stock warrants	—			2,066
Common stock issued as partial consideration for purchase of Flowdock Oy	—			1,293
Property and equipment purchases in accounts payable	53			223

The accompanying notes are an integral part of these condensed consolidated financial statements.

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RALLY SOFTWARE DEVELOPMENT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) Description and Nature of Business and Operations

Rally Software Development Corp. (we, our or us) is a global provider of enterprise-class software and services solutions that drive agility. Companies use our solutions to accelerate the pace of innovation, improve performance, and respond effectively to evolving competitive markets and customer needs. Our software as a service (SaaS) platform transforms the way organizations manage the software development lifecycle by aligning software development and strategic business objectives, facilitating collaboration, and increasing transparency. Our consulting and training services apply Agile and Lean approaches to help organizations innovate, lead, adapt, and deliver.

Our headquarters are located in Boulder, Colorado. We were incorporated in the State of Delaware on July 12, 2001. At October 31, 2014, we had six subsidiaries: Rally Software Development International Corp. (RSDI); Rally Software Development Australia Pty Limited; Rally Software Development Netherlands B.V.; Rally Software Development Canada B.C. Ltd.; Rally Singapore Pte Ltd.; and Flowdock Oy.

Our fiscal year ends on January 31. Our fiscal quarters end April 30, July 31, October 31 and January 31.

(2) Summary of Significant Accounting Policies

(a) Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements and condensed notes have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by generally accepted accounting principles in the United States (GAAP) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for fair financial statement presentation have been included. The results of operations for the three and nine months ended October 31, 2014 are not necessarily indicative of the results to be expected for the year ending January 31, 2015 or for other interim periods or future years. The condensed consolidated balance sheet as of January 31, 2014 is derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K dated as of, and filed with the Securities and Exchange Commission, or SEC, on April 11, 2014.

(b) Initial Public Offering and Follow-On Public Offering

On April 17, 2013, we closed our initial public offering (IPO) of 6,900,000 shares of common stock, including 900,000 shares sold pursuant to the underwriters’ option to purchase additional shares. The public offering price of the shares sold in our IPO was $14.00 per share. All outstanding shares of our redeemable convertible preferred stock converted to 14,335,869 shares of common stock and all outstanding preferred stock warrants converted into warrants to purchase common stock at the closing of our IPO. Our shares of common stock are traded on the New York Stock Exchange under the symbol “RALY”. We received proceeds from our IPO of $89.8 million, net of underwriting discounts and commissions, but before offering expenses of $2.9 million.

On July 30, 2013, we closed our follow-on public offering in which we and certain of our stockholders sold an aggregate of 5,589,455 shares of common stock, including 729,058 shares sold pursuant to the underwriters’ option to purchase additional shares. The public offering price of the shares sold in the offering was $24.75 per share. Of the 5,589,455 shares of common stock sold in the offering, 250,000 shares were sold by us and 5,339,455 shares were sold by selling stockholders. We received proceeds from the offering of $5.9 million, net of underwriting discounts and commissions, but before offering expenses of $0.6 million.

(c) 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 amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. The more critical estimates and related assumptions that affect our consolidated financial condition and results of operations are in the areas of revenue recognition; measurement of the fair value of equity instruments; capitalization of software development costs; and income taxes. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates.

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(d) Cash and Cash Equivalents

We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. Cash equivalents consist primarily of investments in a money market mutual fund, a bank money market account and certificates of deposit. We record money market funds at the net asset value reported by the investment manager as there are no restrictions on our ability, contractual or otherwise, to redeem our investments at the stated net asset value reported by the investment manager.

(e) Investment Securities

Investment securities at October 31, 2014 consist of certificates of deposit and commercial paper. We classify our debt securities as held-to-maturity. Held-to-maturity debt securities are those debt securities in which we have the ability and intent to hold the security until maturity. Held-to-maturity debt securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts. Premiums and discounts on debt securities are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “Interest and other income” line item in the condensed consolidated statements of income. Dividend and interest income is recognized when earned. Our condensed consolidated statements of income do not reflect any impairment (that is, the difference between the security’s amortized cost basis and fair value) on debt securities due to the fact that management has no intent to sell and believes that it more likely than not will not be required to sell prior to any recovery.

(f) Property and Equipment and Acquired Intangible Assets

Property and equipment are recorded at cost. Property and equipment are depreciated using the straight-line method over the following estimated useful lives:

Asset class		Useful life
Computer equipment		3 years
Office equipment		5 years
Office furniture		5 years
Computer software		3 years
Leasehold improvements		The shorter of the estimated useful life or the term of the lease

Our acquired intangible assets consist of developed software technology and trademark and domain names. The values assigned to our intangible assets are based on estimates and judgments. Intangible assets are amortized on a straight-line basis over the following estimated useful lives:

Asset class		Useful life
Developed software technology		5 years
Trademark and domain names		15 years

(g) Deferred Revenue

Deferred revenue comprises unrecognized subscription and support, which includes hosting and maintenance, perpetual licenses, tool training, enhanced support and prepaid professional services revenue. With the exception of perpetual licenses, these arrangements are initially recorded as deferred revenue upon the commencement of the subscription, hosting or maintenance period, and revenue is recognized in the condensed consolidated statements of operations ratably over the term of the arrangement. Perpetual licenses are generally recognized upon delivery of the software product to the customer. Prepaid professional services arrangements are recorded initially as deferred revenue and are recognized as the services are performed.

(h) Revenue Recognition

We generate revenue primarily from three sources: (1) subscriptions and support; (2) perpetual licenses; and (3) professional services. Subscription and support revenue is primarily comprised of fees that give customers access to our suite of cloud-based solutions, as well as optional hosting and maintenance related to perpetual licenses. Professional services revenue largely encompasses fees related to the instruction of Agile and Lean approaches to software development, which includes reimbursed expenses and training related directly to the product.

Revenue is recognized when all of the following conditions have been met:

· there is persuasive evidence of an arrangement;

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· the service has been provided or the product has been delivered;

· the price is fixed or determinable; and

· collection of the fees is sufficiently assured.

Signed agreements, which may include purchase orders, are used as evidence of an arrangement. In cases where both a signed contract and a purchase order exist, we consider the signed contract to be persuasive evidence of the arrangement. Product delivery occurs when we provide the customer with access to the software via an electronic notification or license key. We assess whether a fee is fixed or determinable at the outset of the arrangement, primarily based on the payment terms associated with the transaction. We assess collectability of the fee based on a number of factors, such as the collection history and creditworthiness of the customer. If we determine that collectability is not sufficiently assured, revenue is deferred until collectability becomes sufficiently assured, generally upon receipt of cash.

Subscription and support revenue is recognized ratably over the contract term beginning on the commencement date of each contract.

When multiple deliverables included in an arrangement are separable into different units of accounting, the arrangement consideration is allocated to the identified separate units of accounting based on their relative selling prices. Multiple deliverable arrangement accounting guidance provides a hierarchy to use when determining the relative selling price for each unit of accounting. This guidance provides that vendor-specific objective evidence (VSOE) of selling price, based on the price at which the item is regularly sold by the vendor on a stand-alone basis, should be used if it exists. We use VSOE to determine the stand-alone selling prices of subscription, hosting, maintenance, and professional services because substantially all separate sales of these deliverables fall within a reasonable range of prices. All unique product offerings are grouped based upon size of customer as a result of our tiered volume pricing. VSOE for professional services is determined regardless of customer size as customer size does not significantly impact the prices charged. We have concluded that all products and services for each single unit of accounting have VSOE, other than perpetual licenses discussed below.

We monitor compliance with VSOE by using a bell curve approach. Sales of subscription, hosting, maintenance and professional services are analyzed to determine whether 80% of the transactions are within a range of 15% of the median of the transactions for an appropriate group of customers.

When VSOE exists for all undelivered elements of the contract, perpetual license fee revenue is generally recognized upon delivery of the software product to the customer, provided the other revenue recognition conditions are met. We have established VSOE for all undelivered elements of our perpetual license arrangements. Maintenance revenue consists of fees for providing unspecified software updates on a when and if available basis and technical support for software products. Hosting revenue relates to fees for hosting perpetual license software that the customer has purchased at our third-party data centers. Our perpetual license customers who purchase hosting have the right to take possession of the software at any time. Hosting and maintenance revenue as well as enhanced support is recognized ratably over the term of the agreement.

Professional services revenue is accounted for separately from subscription and perpetual license revenue when VSOE exists and, for subscriptions, has stand-alone value to the customer. Professional services are generally provided on a time-and-materials basis. The services that are provided on a time-and-materials basis are recognized as services are provided. However, professional services that do not have stand-alone value to the customer are recognized ratably over the remaining subscription period. We present reimbursements received for out of pocket expenses within professional services revenue. Reimbursements received were approximately $0.3 million for each of the three months ended October 31, 2014 and 2013, and approximately $0.9 million and $0.8 million for the nine months ended October 31, 2014 and 2013, respectively.

(i) Commissions

Commissions are recorded as a component of sales and marketing expense and consist of the variable compensation paid to our sales force. Sales commissions are earned and recorded at the time that a customer has entered into a binding purchase agreement. Commissions paid to sales personnel are recoverable only in cases where we cannot collect the invoiced amounts associated with a sales order.

(j) Stock-Based Compensation

Stock-based compensation to employees and members of our Board of Directors is measured at the grant date fair values of the respective options to purchase our common stock, and expensed on a straight line basis over the period in which the holder is required to provide services, which is usually the vesting period. We determine the grant date fair value of all stock options using the Black-Scholes option pricing model. An estimate of forfeitures is applied when calculating compensation expense. Restricted stock

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and restricted stock units (RSUs) are measured at fair value at the date of grant and expensed on a straight line basis over the period in which the holder is required to provide services, which is generally the vesting period. We recognize compensation expense related to shares issued pursuant to our 2013 Employee Stock Purchase Plan (the ESPP), on a straight line basis over the offering period, which is generally one year with the exception of the initial purchase period within an offering period, which is generally six months.

(k) Foreign Currency Translation

The functional currency of our foreign subsidiaries is the local currency. We conduct business in the United Kingdom through a branch of RSDI and in Australia, Canada, Finland, the Netherlands and Singapore through subsidiaries of RSDI. The functional currency of the branch and subsidiaries are the British pound, the Australian dollar, the Canadian dollar, the Euro and the Singaporean dollar. All assets and liabilities for the branch and subsidiaries denominated in a foreign currency are translated into U.S. dollars based on the exchange rate on the balance sheet date, and revenue and expenses are translated at the average exchange rates during the period. The effects of foreign exchange gains and losses arising from the translation of assets and liabilities of foreign subsidiaries are included as a component of other comprehensive income (loss).

We maintain short-term intercompany payables denominated in each subsidiary’s functional currency. Gains and losses associated with remeasurement of these payables into U.S. dollars are presented within loss on foreign currency transactions included in the condensed consolidated statements of operations.

(l) Concentration of Credit Risk and Significant Customers

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash, cash equivalents, short-term investments and accounts receivable. At October 31, 2014, we had $30.4 million in certificates of deposits at various financial institutions, $20.7 million of which are fully insured by the Federal Deposit Insurance Corporation. Of the certificates of deposits, $4.0 million were classified as cash equivalents and $26.4 million were classified as short-term investments. Primarily all of the remaining amount of cash, cash equivalents and short-term investments were held at financial institutions that we believe to be creditworthy and represent minimal risk of loss of principle. We invest in securities with a minimum rating of AA by Moody’s and A-1/P-1 by Standard and Poor’s. We perform ongoing evaluations of our customers’ financial condition and do not require any collateral to support receivables. As of October 31, 2014, one customer with a balance of approximately $2.5 million represented 19.1% of accounts receivable. At January 31, 2014, no customer accounted for more than 10% of accounts receivable. During the three and nine months ended October 31, 2014 and 2013, no customer represented more than 10% of revenue.

(m) Recent Accounting Pronouncements

Under the Jumpstart Our Business Startups Act (JOBS Act), we meet the definition of an emerging growth company. We have irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.

On May 28, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers.” This ASU is the result of a convergence project between the FASB and the International Accounting Standards Board. The core principle behind ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for delivering those goods and services. This model involves a five-step process that includes identifying the contract with the customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations in the contract and recognizing revenue when (or as) the entity satisfies the performance obligations. The guidance in the ASU supersedes existing revenue recognition guidance and is effective for annual reporting periods beginning after December 15, 2016 with early application not permitted. We are evaluating the impact of the new standard on our condensed consolidated financial position, results of operations and cash flows.

On August 27, 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The new standard provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. The adoption of this standard is not expected to have a material impact on our financial statements.

(3) Acquisition

On February 5, 2013, we completed the acquisition of Flowdock Oy (Flowdock), a company based in Helsinki, Finland, and the results of Flowdock’s operations have been included in the condensed consolidated financial statements since that date. The

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acquisition provides us with a stand-alone unified communication and team-based chat collaboration product offering that is also complimentary to existing Rally solutions. The total consideration paid by us was approximately $4.4 million, which consisted of $3.0 million in cash, $0.1 million in net assumed liabilities and 119,993 shares of common stock valued at $10.78 per share. Cash of $0.1 million and 23,998 shares of common stock were held back for one year to satisfy any potential indemnification claims and on February 5, 2014, were released in full. Transaction costs of $0.5 million were expensed as incurred, $0.3 million of which were incurred in the fourth quarter of fiscal 2013 and $0.2 million of which were incurred in the first quarter of fiscal 2014.

The acquisition of Flowdock was accounted for as a purchase of a business, and accordingly, the total purchase price was allocated to the tangible and identifiable intangible assets acquired and the liabilities assumed based on their respective fair values on the acquisition date. As a result of the acquisition of Flowdock, we recorded intangible assets of $4.4 million, which was comprised of $1.9 million related to developed software and technology, $0.2 million related to trademark and domain names and $2.3 million related to goodwill. The estimated useful life of the acquired developed software and technology is five years and the estimated useful life of the trademark and domain names is 15 years.

In the fourth quarter of fiscal year ended January 31, 2014, we finalized the purchase accounting for the acquisition of Flowdock as it relates to deferred taxes. We recorded an additional $0.2 million in goodwill and a net deferred tax liability of $0.3 million primarily related to the acquired developed software and technology.

(4) Goodwill and Acquired Intangible Assets

Goodwill represents the excess of the purchase price of the acquired enterprise over the fair value of identifiable assets acquired and liabilities assumed. We apply ASC 350, “Intangibles—Goodwill and Other,” and will perform an annual goodwill impairment test during the fourth quarter of our fiscal year and more frequently if an event or circumstance indicates that an impairment may have occurred. For the purposes of impairment testing, we have determined that we have one reporting unit and we make a qualitative assessment to determine if goodwill may be impaired. If it is more likely than not that a reporting unit’s fair value is less than its carrying value, we then compare the fair value of the reporting unit to its respective carrying amount. If the carrying value of a reporting unit were to exceed its fair value, we would then compare the implied fair value of the reporting unit’s goodwill to its carrying amount, and any excess of the carrying amount over the fair value would be charged to operations as an impairment loss. Any excess of the carrying value over the fair value of indefinite-lived intangible assets is also charged to operations as an impairment loss. The identification and measurement of goodwill impairment involves the estimation of the fair value of the company. The estimate of our fair value, based on the best information available as of the date of the assessment, is subjective and requires judgment, including management assumptions about expected future revenue forecasts and discount rates.

In connection with the acquisition of Flowdock in the first quarter of fiscal 2014, we recorded goodwill of $2.5 million. The change in goodwill from January 31, 2014 to October 31, 2014 was a result of foreign current translation adjustments. As of October 31, 2014 and January 31, 2014, intangible assets, excluding goodwill, consist of the following (in thousands):

	October 31, 2014			January 31, 2014
Developed software technology	$	2,578		$	2,578
Trademark and domain names	226			226
	2,804			2,804
Less accumulated amortization	(1,290		)	(895		)
	$	1,514		$	1,909

Amortization expense related to acquired intangible assets for each of the three months ended October 31, 2014 and 2013 was $0.1 million, and for each of the nine months ended October 31, 2014 and 2013 was $0.4 million.

As of October 31, 2014, future estimated amortization expenses related to acquired intangible assets were as follows (in thousands):

Fiscal year ended January 31:
2015 (remaining three months)	$	132
2016	457
2017	387
2018	387
2019	15
Thereafter	136
Total future estimated amortization expense	$	1,514

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(5) Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation and amortization. These assets are depreciated and amortized using the straight-line method over their estimated useful lives with the exception of leasehold improvements, which are depreciated over the shorter of the useful life of the asset or the related lease term.

As of October 31, 2014 and January 31, 2014, property and equipment consisted of the following (in thousands):

	October 31, 2014			January 31, 2014
Computers, peripherals and software	$	10,469		$	8,935
Office furniture and equipment	1,884			1,523
Leasehold improvements	1,538			1,453
	13,891			11,911
Less accumulated depreciation	(8,064		)	(6,342		)
	$	5,827		$	5,569

Depreciation expense related to property and equipment, for each of the three months ended October 31, 2014 and 2013 was $0.7 million, and for the nine months ended October 31, 2014 and 2013 was $1.9 million and $2.0 million, respectively.

(6) Short-Term Investments

As of October 31, 2014, our short-term investments, all of which are classified as held-to-maturity, consisted of the following (in thousands):

	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value

Certificates of deposit	$	26,441	$	—	$	(29	)	$	26,412
Commercial paper	14,986		1		(1		)	14,986
Total short-term investments	$	41,427	$	1	$	(30	)	$	41,398

All investments in debt securities have been classified as held-to-maturity and measured at amortized cost in the condensed consolidated balance sheet as we have both the intent and ability to hold the securities to maturity. At October 31, 2014, the contractual maturities of our investments did not exceed 12 months.

(7) Fair Value Measurement

In general, asset and liability fair values are determined using the following inputs:

Level 1 inputs utilize quoted prices in active markets for identical assets that we have the ability to access at period-end.

Level 2 inputs include quoted prices for similar assets in active markets and inputs other than quoted prices that are observable for the asset, either directly or indirectly.

Level 3 inputs are unobservable inputs and include situations where there is little, if any, market activity for the balance sheet items at period-end. Pricing inputs are unobservable for the terms and are based on our own assumptions about the assumptions that a market participant would use.

The following table summarizes, for each category of assets, the respective fair value and the classification by level of input within the fair value hierarchy as of October 31, 2014 (in thousands):

	Fair Value as of		Fair Value Measurements Using
	October 31, 2014		Level 1		Level 2

Cash and cash equivalents:
Money market funds	$	9,602	$	9,602	$	—
Certificates of deposit	3,983		—		3,983
Commercial paper	2,500		—		2,500

Short-term investments:
Certificates of deposit	$	26,412	$	—	$	26,412
Commercial paper	14,986		—		14,986

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The following table summarizes, for each category of assets, the respective fair value and the classification by level of input within the fair value hierarchy as of January 31, 2014 (in thousands):

	Fair Value as of		Fair Value Measurements Using
	January 31, 2014		Level 1		Level 2

Cash and cash equivalents:
Money market funds	$	26,284	$	26,284	$	—
Certificates of deposit	60,016		60,016		—

We determine the fair value of our security holdings based on pricing from our service provider and market prices from industry-standard independent data providers. Such market prices may be quoted prices in active markets for identical assets (Level 1 inputs) or pricing determined using inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs), such as yield curve, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, broker and dealer quotes, as well as other relevant economic measures.

(8) Accrued Liabilities

Accrued liabilities as of October 31, 2014 and January 31, 2014 consisted of the following (in thousands):

	October 31, 2014		January 31, 2014
Accrued vacation and employee benefits	$	1,971	$	1,731
Accrued bonuses	346		733
Accrued commissions and salary	795		2,348
	$	3,112	$	4,812

(9) Warrants

The following table summarizes information about preferred stock warrants outstanding at April 17, 2013 (close of IPO):

	Preferred Stock Warrants
	A-1	B	C
Number of warrants outstanding	32,750	40,141	64,755
Exercise price	$2.50	$2.82	$3.78
Expiration	July 2015	May 2014 - June 2018	October 2015 - June 2018

In connection with the closing of our IPO, each of the preferred stock warrants automatically converted into a warrant to purchase shares of common stock with substantially the same terms. So long as the warrants remained outstanding and exercisable for redeemable convertible preferred stock, the warrant liability was recorded at fair value at each balance sheet date with any change in fair value included as a component of interest expense. We did not recognize any interest expense during the three months ended October 31, 2014 and 2013 for the change in fair value of the warrants. We did not recognize any interest expense during the nine months ended October 31, 2014 for the change in fair value of the warrants and recognized $0.5 million of interest expense during the nine months ended October 31, 2013, for the change in fair value of the warrants. At the time of conversion of the warrants upon the closing of our IPO, the fair value of the warrants was $2.1 million, which was reclassified as a component of additional paid-in capital.

At April 17, 2013, the fair value of the warrant liability was calculated using the following underlying assumptions:

		April 17, 2013 (Close of IPO)
Risk-free interest rate		0.71%
Expected term		Remaining contractual term
Expected dividend yield		—
Expected volatility		49.0%

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Prior to the closing of our IPO, we also had two outstanding common stock warrants exercisable for 26,000 and 22,400 shares of common stock at $0.65 and $0.0025 per share, which were scheduled to expire in November 2016 and May 2021, respectively. The warrants automatically net exercised at the closing of our IPO on April 17, 2013 for 24,793 and 22,396 shares of common stock, respectively.

During the fiscal year ended January 31, 2014, we issued 107,435 shares of our common stock upon the net exercise of common stock warrants to acquire 123,918 shares having a weighted-average exercise price of $3.13 per share. During the nine months ended October 31, 2014, we issued 387 shares of our common stock upon the net exercise of a common stock warrant to acquire 476 shares having an exercise price of $3.79 per share. We did not receive any cash proceeds in connection with this exercise. At October 31, 2014, warrants to purchase 13,252 shares of common stock were outstanding with a weighted-average exercise price of $3.79 per share.

(10) Redeemable Convertible Preferred Stock

On April 17, 2013, upon the closing of our IPO, all outstanding shares of redeemable convertible preferred stock were automatically converted to 14,335,869 shares of common stock.

The following tables present our activity for redeemable convertible preferred stock for the three months ended April 30, 2013 (in thousands except shares):

	Redeemable Convertible Preferred Stock
	Series A-1					Series B					Series C
	Shares		Amount			Shares		Amount			Shares		Amount
Balance, February 1, 2013	3,368,552		$	8,395		2,836,586		$	7,957		4,350,478		$	16,373
Conversion of preferred stock into common stock	(3,368,552	)	(8,395		)	(2,836,586	)	(7,957		)	(4,350,478	)	(16,373		)
Balance, April 30, 2013	—		$	—		—		$	—		—		$	—

	Redeemable Convertible Preferred Stock
	Series D					Series E
	Shares		Amount			Shares		Amount			Total
Balance, February 1, 2013	2,226,860		$	15,803		1,553,393		$	19,882		$	68,410
Conversion of preferred stock into common stock	(2,226,860	)	(15,803		)	(1,553,393	)	(19,882		)	(68,410		)
Balance, April 30, 2013	—		$	—		—		$	—		$	—

(11) Stock Awards

In April 2002, we established our 2002 Stock Option Plan (the 2002 Plan). The 2002 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards and RSU awards. Incentive stock options may only be granted to employees. All other awards may be granted to employees, directors and consultants. As of October 31, 2014, we had 3,727,891 shares of common stock reserved for issuance under the 2002 Plan, of which 2,386,178 had been issued upon the exercise of options, the issuance of restricted stock awards or the vesting of RSUs, 1,001,317 were subject to outstanding options, 59,998 were subject to outstanding RSU awards and 280,398 were available for grant. Under the 2002 Plan, incentive stock options may be granted at an exercise price not less than 100% of the fair value of common stock on the date of grant, as determined by our Board of Directors.

On March 19, 2013, our Board of Directors approved our 2013 Equity Incentive Plan (the 2013 Plan) and the ESPP. On March 29, 2013, our stockholders also approved the 2013 Plan and the ESPP, each of which became effective on April 11, 2013. The 2013 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, RSU awards, performance-based stock awards and other forms of equity compensation. The 2013 Plan also provides for the grant of performance cash awards. Incentive stock options may only be granted to employees. All other awards may be granted to employees, directors and consultants. As of October 31, 2014, we had 3,586,015 shares of common stock reserved for issuance under the 2013 Plan, of which 52,531 had been issued upon the vesting of RSUs, 611,167 were subject to outstanding options, 817,236 were subject to outstanding RSU awards and 2,105,081 were available for grant. The number of shares of common stock reserved for issuance under the 2013 Plan will automatically increase on February 1 of each fiscal year, starting on February 1, 2014 and continuing through February 1, 2023, by the lesser of 5% of the total number shares of our common stock outstanding on the immediately preceding January 31, or a lesser amount of shares determined by our Board of Directors.

Pursuant to the evergreen provision of the 2013 Plan, on February 1, 2014, common stock reserved for issuance under the 2013 Plan automatically increased by 1,239,320 shares.

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The ESPP authorizes the issuance of shares of common stock pursuant to purchase rights granted to our employees. As of October 31, 2014, we had 965,067 shares of common stock reserved for issuance under the ESPP, of which 335,993 shares have been issued and 629,074 are available for purchase. The number of shares of common stock reserved for issuance will automatically increase on February 1 of each fiscal year, starting on February 1, 2014 and continuing through February 1, 2023, by the least of (i) 2% of the total number of shares of our common stock outstanding on the immediately preceding January 31; (ii) 1,408,017 shares of common stock; or (iii) a lesser amount of shares determined by our Board of Directors.

Pursuant to the evergreen provision of the ESPP, on February 1, 2014, common stock reserved for issuance under the ESPP automatically increased by 495,728 shares.

Stock Options

Options granted generally vest over four years with 25% vesting on the first year anniversary and continuing monthly thereafter, and expire no more than 10 years from the date of grant. We recognize compensation cost on a straight-line basis over the requisite service period of the award.

During the nine months ended October 31, 2014 and 2013, we granted options to employees to purchase 321,613 and 471,816 shares of common stock at a weighted-average exercise price of $12.90 and $19.98 per share and a weighted-average fair value on the date of grant of $6.01 and $10.40, respectively. The intrinsic value of stock options exercised during the nine months ended October 31, 2014 and 2013 was $1.4 million and $3.3 million, respectively.

The following table is a summary of stock option activity for the nine months ended October 31, 2014:

	Number of Options		Weighted-Average Exercise Price
Outstanding at February 1, 2014	1,517,943		$	9.46
Granted	321,613		12.90
Exercised	(149,199	)	3.24
Forfeited	(77,873	)	14.16
Outstanding at October 31, 2014	1,612,484		10.50

The following table summarizes information about stock options outstanding and exercisable as of October 31, 2014:

	Options Outstanding				Options Exercisable
		Weighted-
Exercise Price	Number of Shares Outstanding	Average Remaining Contractual Life (Years)	Weighted- Average Exercise Price		Number of Shares Exercisable	Weighted- Average Exercise Price
$0.55 — 2.23	193,609	3.88	$	1.10	192,662	$	1.09
5.48	513,227	6.74	5.48		426,544	5.48
5.93 — 10.78	329,094	7.79	9.13		175,079	8.43
11.43 — 24.01	408,763	9.20	16.17		73,874	18.55
24.60 — 29.96	167,791	8.70	25.56		61,465	25.40
	1,612,484				929,624

Options outstanding at October 31, 2014 have a weighted-average remaining contractual life of 7.4 years and a weighted-average exercise price of $10.50 per share and options exercisable have a weighted-average exercise price of $7.48 per share. As of October 31, 2014 and January 31, 2014, the aggregate intrinsic value of options outstanding was $4.7 million and $19.1 million, respectively. As of October 31, 2014 and January 31, 2014, the aggregate intrinsic value of options exercisable was $4.1 million and $12.6 million, respectively.

We have computed the fair value of all options granted during the three and nine months ended October 31, 2014 and 2013 using the Black-Scholes option pricing model. In order to calculate the fair value of the options, certain assumptions are made regarding components of the model, including risk-free interest rates, volatility, expected dividend yield, and expected option life. The use of different assumptions could cause significant fluctuations in fair value. We estimated a volatility factor based on the common stock of peer companies and commencing May 1, 2014 a weighted-average of peer companies and our own volatility, and have estimated forfeiture rates based on past historical experience. The expected life input is based on historical exercise patterns and the risk-free interest rate is based on the U.S. Treasury yield in effect at the time of the grant for treasury securities of similar maturity. Accordingly, we have computed the fair value of all options granted during the three and nine months ended October 31, 2014 and 2013 using the following weighted-average assumptions:

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	Three Months Ended October 31,		Nine Months Ended October 31,
	2014	2013	2014	2013
Risk-free interest rate	1.62%	1.63% — 1.94%	1.62% — 1.76%	1.01% - 1.94%
Expected life	6.02 years	6.02 — 6.08 years	5.45 — 6.02 years	5.27 — 6.08 years
Expected dividend yield	—	—	—	—
Expected volatility	52.2%	55.9%	46.7% — 52.2%	53.9% — 56.8%

No excess tax benefit has been recognized relating to exercised stock options as no tax deductions have been realized through a reduction of taxes payable. As of October 31, 2014, we had $4.4 million of unrecognized compensation costs related to unvested stock options granted pursuant to the 2002 Plan and the 2013 Plan and the cost was expected to be recognized over a weighted-average period of 2.51 years.

Restricted Stock Units

On February 5, 2013, we granted 119,998 RSUs to certain employees under the 2002 Plan. 60,000 RSUs vested in April 2014 and the remaining 59,998 RSUs become fully vested in February 2015. The RSUs that vested in April 2014 were released in June 2014 as the payment of payroll taxes had been satisfied. 50,000 of the RSUs granted on February 5, 2013 were subject to cancellation or forfeiture in satisfaction of certain indemnification obligations under the share purchase agreement entered into in connection with the purchase of Flowdock. In February 2014, the indemnification restrictions were released.

The following table is a summary of RSU activity for the nine months ended October 31, 2014:

	Number of Shares		Weighted-Average Grant Date Fair Value
Non-vested at February 1, 2014	458,982		$	20.88
Granted	611,852		11.18
Vested	(112,531	)	17.30
Forfeited	(81,069	)	20.15
Non-vested at October 31, 2014	877,234		14.64

Minimum payroll tax withholdings paid to tax authorities on behalf of employees are classified as a financing activity in the statement of cash flows.

Other than the RSUs granted under the 2002 Plan that related to an acquisition, RSUs generally vest in annual or semiannual installments over four years.

Unvested RSUs at October 31, 2014 have a weighted-average remaining contractual life of 1.82 years and a weighted-average grant date fair value of $14.64 per share, which is expected to be recognized over the applicable vesting period. Unrecognized stock-based compensation with respect to all RSUs was $9.7 million as of October 31, 2014 and the cost was expected to be recognized over a weighted-average period of 3.3 years.

Restricted Stock

On July 31, 2012 and in connection with our acquisition of Agile Advantage, Inc., we issued 9,600 shares of restricted stock. The restricted stock vested in full on July 19, 2013. The fair value of approximately $0.1 million was recorded as compensation expense over twelve months. The restricted stock was issued from the 2002 Plan and reduced the number of shares available for grant.

Employee Stock Purchase Plan

The price at which common stock is purchased under the ESPP is equal to 85% of the fair market value of the common stock on the first day of an offering period or on a purchase date, whichever is lower. During the nine months ended October 31, 2014, 177,664 shares were issued under the ESPP for an aggregate purchase price of $1.5 million. Accumulated employee withholdings of $1.1 million at October 31, 2014 associated with the next purchase date on December 15, 2014 were included in current liabilities.

The following weighted-average assumptions were used to calculate our stock-based compensation for each stock purchase right granted under the ESPP:

	Three Months Ended October 31,		Nine Months Ended October 31,
	2014	2013	2014	2013
Risk-free interest rate	0.07% – 0.11%	0.09% – 0.11%	0.07% – 0.11%	0.09% – 0.11%
Expected life	0.50 – 1.00 years	0.67 – 1.17 years	0.50 – 1.00 years	0.67 – 1.17 years
Expected dividend yield	—	—	—	—
Expected volatility	67.6%	45.6%	67.6%	45.6%

As of October 31, 2014, we had $0.4 million of unrecognized compensation costs related to the ESPP and the cost was expected to be recognized over a weighted-average period of 0.5 years.

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(12) Information by Geographic Areas

Revenue by geography is based on the ship-to address of the customer, which is intended to approximate where the customer’s seats are provisioned. The ship-to country is generally the same as the billing country. The following tables present our revenue by geographic region for the three and nine months ended October 31, 2014 and 2013 (in thousands):

	Three Months Ended October 31,				Nine Months Ended October 31,
	2014		2013		2014		2013
United States	$	19,195	$	16,100	$	54,509	$	46,642
International	2,814		2,779		8,443		8,082
	$	22,009	$	18,879	$	62,952	$	54,724

Primarily all of our property and equipment is located in the United States. International revenue for the three and nine months ended October 31, 2014 is primarily attributable to Australia, Denmark, Canada, China, the Netherlands and the United Kingdom.

(13) Income Taxes

Our income tax provision for the three and nine months ended October 31, 2014 and 2013 reflects our estimate of the effective tax rates expected to be applicable for the full fiscal years, adjusted for any discrete events that are recorded in the period in which they occur. The estimates are reevaluated each quarter based on our estimated tax expense for the full fiscal year.

The tax provision for the three and nine months ended October 31, 2014 and 2013 is primarily related to foreign income taxes and is a result of the cost-plus transfer pricing agreements we have in place with our foreign subsidiaries.

We have historically incurred operating losses in the United States and, given our cumulative losses and limited history of profits, we have recorded a full valuation allowance against our United States deferred tax assets at October 31, 2014 and January 31, 2014.

We have not taken any uncertain tax positions. We file federal, state, and foreign income tax returns in jurisdictions with varying statutes of limitations. With few exceptions, tax years 2001 through 2013 remain subject to examination by federal and most state tax authorities due to our net operating loss carryforwards. In the foreign jurisdictions, tax years 2009 through 2013 remain subject to examination.

(14) Net Loss Per Share

We calculate basic and diluted net loss per share of common stock by dividing net loss attributed to common stockholders by the weighted-average number of shares of common stock outstanding during the period. We have excluded all potentially dilutive shares, which include warrants for common stock, outstanding common stock options, outstanding RSUs and ESPP obligations, from the weighted-average number of shares of common stock outstanding as their inclusion in the computation for all periods would be antidilutive due to net losses.

The following common stock equivalents were excluded from consideration in diluted net loss per share because they had an antidilutive impact:

	October 31,
	2014	2013
Options to purchase common stock	1,612,484	1,732,467
Warrants to purchase common stock	13,252	13,728
Restricted stock units	877,234	239,493
ESPP obligations (1)	291,585	139,995
	2,794,555	2,125,683

(1) ESPP obligations as of October 31, 2014 and 2013 represent an estimate of the number of the shares to be issued to employees when considering employee contributions withheld as of October 31, 2014 and 2013 and an estimate of contributions over the remaining purchase period of the offering.

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Basic and diluted net loss per share is calculated as follows (in thousands, except per share data):

	Three Months Ended October 31,						Nine Months Ended October 31,
	2014			2013			2014			2013
Numerator:
Net loss	$	(7,391	)	$	(5,786	)	$	(24,779	)	$	(13,854	)
Denominator:
Weighted-average shares of common stock outstanding, basic and diluted	25,207			24,398			25,019			18,239
Net loss per share of common stock, basic and diluted	$	(0.29	)	$	(0.24	)	$	(0.99	)	$	(0.76	)

(15) Commitments and Contingencies

(a) Operating leases

We lease office space and certain equipment under operating leases having terms that expire at various dates through June 2025. On June 10, 2013, we entered into an amended and restated office lease, which superseded and replaced our lease for our corporate headquarters located in Boulder, Colorado. In addition to the office space we currently occupy, the amended and restated office lease provides for the lease by us of an additional 89,000 square feet of office space in a building to be constructed adjacent to our current office space.

The initial term of the amended and restated office lease is ten years and will commence upon the occupancy date of the new building, currently expected to be on or about June 15, 2015, and extend through June 14, 2025, in each case subject to change based on the construction schedule. The lease term for the current office space has been extended to end contemporaneously with the end of the initial term for the amended and restated office lease. We have the option to extend the term of the lease for two periods of five years each.

In September 2013, and as required in the amended and restated office lease, we placed $4.2 million in a bank account that is pledged to the landlord as a security deposit. This restricted cash is reflected as restricted long-term cash on our balance sheet. Provided that we have not been in default under the amended and restated office lease and have met certain financial covenants during the five-year period commencing upon our occupancy of the new building, we have the right to reduce the cash security deposit to $2.1 million. The amended and restated lease also provides us with a tenant finish allowance of approximately $4.6 million.

We occupy additional leased facilities of approximately 22,000 square feet in Denver, Colorado, 10,000 square feet in Raleigh, North Carolina and approximately 5,200 square feet in the Seattle, Washington area.

In May 2014, we executed an agreement to sublease approximately 5,000 square feet of our prior Denver, Colorado facility. The sublease rent commencement date was July 1, 2014 and will extend through October 15, 2015. We anticipate receiving $0.2 million in rent payments during the term of the sublease, which will offset our rent expense for this facility.

We also occupy additional leased facilities of less than 5,000 square feet each in London, England; Melbourne, Australia; Sydney, Australia; Helsinki, Finland; Singapore; and Amsterdam, the Netherlands.

Total rent expense for the three months ended October 31, 2014 and 2013 was $0.9 million and $0.6 million, respectively, and $2.3 million and $1.7 million for the nine months ended October 31, 2014 and 2013, respectively.

As of October 31, 2014, future minimum lease payments under operating leases (assuming a June 15, 2015 commencement date for the amended and restated office lease) were as follows (in thousands):

Fiscal year ended January 31:
2015 (remaining three months)	$	866
2016	4,284
2017	4,680
2018	4,546
2019	4,421
Thereafter	30,530
Total future minimum lease payments	$	49,327

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(b) Legal

In the normal course of business, we may, from time to time, be subject to pending and threatened legal actions and proceedings. While the results of any litigation or other legal proceedings are uncertain, management does not believe the ultimate resolution of any pending legal matters is likely to have a material adverse effective on our financial position, results of operations or cash flows, except for those matters for which we have recorded a loss contingency. We accrue for loss contingencies when it is both probable that we will incur the loss and when the amount of the loss can be reasonably estimated. As of October 31, 2014, there were no material pending or threatened legal actions or proceedings against us.

(c) Product Indemnification

Our arrangements with customers generally include an indemnification provision that we will indemnify and defend a customer in actions brought against the customer that claim our solutions and services infringe upon a valid patent, copyright, or trademark. Historically, we have not incurred any material costs related to indemnification claims.

(d) Self-insurance reserves

We use a combination of insurance and self-insurance plans to provide for the potential liabilities for employee medical health care benefits. Liabilities associated with the risks that are retained by us are estimated by considering historical claims experience and severity factors. We have individual employee stop-loss as well as overall stop-loss coverage to limit our total exposure. Our estimated self-insurance liability for claims incurred but not reported was approximately $0.2 million at October 31, 2014, which amount was included in accrued liabilities in the accompanying condensed consolidated balance sheets.

(16) Subsequent Events

On November 5, 2014 we entered into a credit agreement with Wells Fargo Bank, National Association. The credit agreement provides for a secured revolving credit facility in an amount of up to $15.0 million, which includes a sublimit of $5.0 million for the issuance of sight commercial and standby letters of credit. The credit agreement matures on October 31, 2015 and contains standard affirmative and negative covenants as well as a liquidity covenant that requires $35.0 million in unencumbered liquid assets as defined in the agreement. Any borrowings under the credit facility will bear interest at a rate equal to the outstanding principal balance at a fluctuating rate per annum to be 1.5% above the daily one month London Interbank Offered Rate (LIBOR). The credit agreement is secured by substantially all of our assets and the assets of RSDI.

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

The following discussion and analysis of our financial condition, results of operations and cash flows should be read in conjunction with (1) the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and (2) the audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations for the fiscal year ended January 31, 2014 included in our Annual Report on Form 10-K dated as of, and filed with the Securities and Exchange Commission, or SEC, on April 11, 2014 (File No.001-35868) . This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” “would” or the negative or plural of these words or similar expressions or variations. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein, and those discussed in the section titled “Risk Factors”, set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q and in our other SEC filings. You should not rely upon forward-looking statements as predictions of future events. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Overview

Rally Software is a global provider of enterprise-class software and services solutions that drive agility. Companies use our solutions to accelerate the pace of innovation, improve performance, and respond effectively to evolving competitive markets and

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customer needs. Our SaaS platform transforms the way organizations manage the software development lifecycle by aligning software development and strategic business objectives, facilitating collaboration, and increasing transparency. Our consulting and training services apply Agile and Lean approaches to help organizations innovate, lead, adapt, and deliver.

Our operating results in a given period can fluctuate based on the mix of subscription and support, perpetual license and professional services revenue. For the three and nine months ended October 31, 2014, subscription and support revenue accounted for 80% and 81% of total revenue, respectively. Our subscription contracts are typically sold on a per-seat basis with a one-year term paid upfront and provide us with revenue visibility over a number of quarters. We typically negotiate the total number of seats a customer is entitled to provision as part of their subscription, but these seats may not be fully utilized over the term of the agreement. However, we have from time to time, and may in the future, enter into multi-year contracts in which the fees are paid upfront and the customer is entitled to an unlimited number of seats. These contracts may lead to significant fluctuations in cash flow from operations and will positively impact cash flow from operations in the period in which the cash is received. To a lesser extent, we sell perpetual licenses, which are also paid upfront and include support agreements, which are one year in duration and entitle the customer to support and upgrades. For each of the three and nine months ended October 31, 2014, perpetual license revenue accounted for 5% of total revenue. We also offer professional services, which include training on Agile and Lean approaches to software development and the use of our solutions. For the three and nine months ended October 31, 2014, professional services accounted for 15% and 14% of total revenue, respectively.

From the three months ended October 31, 2013 to the three months ended October 31, 2014, our subscription and support revenue grew from $14.9 million to $17.7 million, representing a 19% period-over-period growth rate. From the nine months ended October 31, 2013 to the nine months ended October 31, 2014, our subscription and support revenue grew from $42.5 million to $51.2 million, representing a 21% period-over-period growth rate.

From the three months ended October 31, 2013 to the three months ended October 31, 2014, our total revenue grew from $18.9 million to $22.0 million, representing a 17% period-over-period growth rate. From the nine months ended October 31, 2013 to the nine months ended October 31, 2014, our total revenue grew from $54.7 million to $63.0 million, representing a 15% period-over-period growth rate.

On April 17, 2013, we issued and sold 6,900,000 shares of common stock in our IPO. The net offering proceeds to us, after deducting underwriting discounts and commissions totaling approximately $6.8 million and offering expenses totaling approximately $2.9 million, were approximately $87.0 million.

On July 30, 2013, we closed our follow on public offering in which we and certain of our stockholders sold an aggregate of 5,589,455 shares of common stock. Of the 5,589,455 shares of common stock sold in the offering, 250,000 shares were sold by us and 5,339,455 shares were sold by selling stockholders. The net offering proceeds to us, after deducting underwriting discounts and commissions totaling approximately $0.3 million and offering expenses totaling approximately $0.6 million, were approximately $5.3 million.

Key Metrics

We regularly review the following key metrics to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions.

Total paid seats. We believe total paid seats are a key indicator of our market penetration, growth and future revenue. We define a paid seat as a seat with a subscription or support contract as of the measurement date. Our total paid seats were 240,032 and 197,806 as of October 31, 2014 and 2013, respectively. Our total paid seats were 234,642 as of July 31, 2014. In the case of a contract that allows a customer to provision an unlimited number of seats, total paid seats includes an estimate of the total number of seats to be provisioned during the term of the contract.

Renewal rate. We believe our renewal rate is an important metric to measure the long-term value of customer agreements and our ability to upsell or expand in our existing customer base. We calculate our renewal rate by comparing the number of paid seats of all of our existing customers at the beginning of a twelve-month period to the number of paid seats for those same customers at the end of such period, taking into account nonrenewals, upgrades and downgrades. We exclude seats sold to new customers. For the twelve months ended October 31, 2014 and 2013, our renewal rate was 116% and 118%, respectively. For the twelve months ended July 31, 2014, our renewal rate was 114%.

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Components of Operating Results

Revenue

Subscription and support revenue. We derive our subscription revenue from fees paid to us by our customers for access to our cloud-based solutions. We recognize the revenue associated with subscription agreements ratably on a straight-line basis over the term of the agreement, provided all criteria required for revenue recognition have been met.

Our support revenue consists of maintenance associated with our perpetual licenses and hosting fees paid to us by our customers. Typically, when purchasing a perpetual license, a customer also purchases maintenance for which we charge a fee, priced as a percentage of the perpetual license fee. Maintenance agreements include the right to support and unspecified product upgrades. We recognize the revenue associated with maintenance ratably, on a straight-line basis, over the term of the contract. In limited instances, at the customer’s option, we may host the software purchased by a customer under a perpetual license on systems at our third-party data centers. For hosting, we charge a fee, priced as a percentage of the perpetual license fee, and we recognize the revenue associated with hosting ratably on a straight-line basis over the associated hosting period.

Perpetual license revenue. Perpetual license revenue reflects the revenue recognized from sales of perpetual licenses to new customers and additional licenses to existing customers. We generally recognize the license fee portion of the arrangement upfront, provided all revenue recognition criteria are satisfied.

Professional services revenue. Professional services revenue consists primarily of fees related to consulting in Agile and Lean software development methodologies and training on our solutions as well as reimbursable expenses. We generally recognize the revenue associated with these professional services on a time-and-materials basis as we deliver the services or provide the training to our customers.

Cost of Revenue

Cost of product revenue. Cost of product revenue consists primarily of personnel and related costs of our support and operations teams, including salaries, benefits, bonuses, payroll taxes, stock-based compensation and allocated overhead, as well as software license fees, hosting costs, Internet connectivity and depreciation expenses directly related to delivering our solutions. As we add support personnel and data center capacity in advance of anticipated growth, our cost of product revenue will increase and if such anticipated revenue growth does not occur, our product gross profit will be adversely affected. In February 2013, we purchased Flowdock for approximately $4.4 million. A meaningful portion of the purchase consideration has been allocated to intangible assets that were capitalized and amortized over time to cost of product revenue, thereby increasing our cost of product revenue. Our cost of product revenue is generally expensed as the costs are incurred.

Cost of professional services revenue. Cost of professional services revenue consists primarily of personnel and related costs, including salaries, benefits, bonuses, payroll taxes, stock-based compensation, the costs of contracted third-party vendors, reimbursable expenses and allocated overhead. As most of our personnel are employed on a full-time basis, our cost of professional services is largely fixed in the short-term. Our professional services revenue may fluctuate, leading to fluctuations in professional services gross profit, which may include negative gross profit if personnel are idle and not performing billable engagements. Our cost of professional services revenue is generally expensed as costs are incurred.

Operating Expenses

Our operating expenses are classified into three categories: sales and marketing, research and development and general and administrative. For each category, the largest expense component is personnel and related costs. Operating expenses also include allocated overhead costs for facilities and depreciation of equipment, which are allocated to each department based on relative department headcount. Operating expenses are generally recognized as incurred.

Sales and marketing. Sales and marketing expenses primarily consist of personnel and related costs for our sales and marketing staff, including salaries, benefits, commissions, bonuses, payroll taxes, stock-based compensation and costs of promotional events, corporate communications, online marketing, product marketing and other brand-building activities, in addition to allocated overhead. We expense sales commissions when the initial customer contract is signed and upon any renewal as our obligation to pay a sales commission arises at these times. We currently expect in the near term that sales and marketing expenses will continue to increase in absolute dollars and remain relatively flat as a percentage of revenue and will continue to be the largest expense component of our operating expenses.

Research and development. Research and development expenses primarily consist of personnel and related costs of our research and development staff, including salaries, benefits, bonuses, payroll taxes, stock-based compensation and costs of certain third-party contractors, as well as allocated overhead. Research and development costs related to the development of our software products are generally expensed as incurred. Development costs that have qualified for capitalization are not significant. We have devoted our product development efforts primarily to enhancing the functionality and expanding the capabilities of our solutions. We

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currently expect in the near term that our research and development expenses will remain relatively flat in terms of absolute dollars and decrease as a percentage of revenue.

General and administrative. General and administrative expenses primarily consist of personnel and related costs for our executive, administrative, finance, information technology, legal, accounting and human resource staffs, including salaries, benefits, bonuses, payroll taxes and stock-based compensation, professional fees, other corporate expenses and allocated overhead. We have recently incurred, and expect to continue to incur, additional expenses as we grow our operations and transition to operating as a public company, including higher legal, corporate insurance, accounting and auditing expenses, and the additional costs of enhancing and maintaining our internal control environment through the adoption of new corporate policies. We currently expect in the near term that general and administrative expenses will remain relatively flat in absolute dollars and decrease as a percentage of revenue.

Other Income (Expense)

Other income (expense) consists primarily of interest income on our cash balances, changes in the estimated fair value of our preferred stock warrants, which were recorded as interest expense because the warrants were issued in conjunction with debt facilities, and foreign exchange gains (losses) that relate to expenses and transactions denominated in currencies other than our functional currency. Our functional currency is the U.S. dollar. On April 17, 2013, our preferred stock warrants converted to common stock warrants upon the closing of our IPO and, as such, we are no longer required to present the warrants at fair value.

Provision for Income Taxes

Because we have generated net losses in all periods to date and recorded a full valuation allowance against our deferred tax assets, we have historically not recorded a provision for federal or state income taxes. The tax provision for the three and nine months ended October 31, 2014 and 2013 is primarily related to foreign income taxes and is a result of the cost-plus transfer pricing agreements we have in place with our foreign subsidiaries. Realization of any of our deferred tax assets depends upon future earnings, the timing and amount of which are uncertain. Utilization of our net operating losses may be subject to annual limitations due to the ownership change rules under the Internal Revenue Code of 1986, as amended, and similar state provisions. We completed an analysis covering the period through April 30, 2013 to determine whether an ownership change had occurred since our inception. The analysis indicated that although an ownership change had occurred, the net operating losses and research and development credits remained available to offset future taxable income, if any. However, in the event we have subsequent changes in ownership the availability of net operating losses and research and development credit carryovers could be limited.

Results of Operations

The following tables set forth our results of operations for the periods presented as dollars and as a percentage of our total revenue for those periods. The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.

	Three Months Ended October 31,						Nine Months Ended October 31,
	2014			2013			2014			2013
Consolidated Statements of Operations Data:
Revenue:
Subscription and support	$	17,633		$	14,888		$	51,197		$	42,481
Perpetual license	1,040			1,055			3,041			4,419
Total product revenue	18,693			15,943			54,238			46,900
Professional services	3,316			2,936			8,714			7,824
Total revenue	22,009			18,879			62,952			54,724
Cost of revenue:
Product	3,025			1,997			8,261			5,482
Professional services	2,956			2,577			8,680			6,786
Total cost of revenue	5,981			4,574			16,941			12,268
Gross profit	16,028			14,305			46,011			42,456
Operating expenses:
Sales and marketing	11,992			10,832			36,242			28,752
Research and development	6,838			5,167			19,319			15,297
General and administrative	4,389			4,008			14,552			11,644
Total operating expenses	23,219			20,007			70,113			55,693
Loss from operations	(7,191		)	(5,702		)	(24,102		)	(13,237		)
Other (expense) income:
Interest and other income	37			42			115			91
Interest expense	—			—			—			(464		)
Loss on foreign currency transactions and other gain (loss)	(111		)	(87		)	(262		)	(111		)
Loss before provision for income taxes	(7,265		)	(5,747		)	(24,249		)	(13,721		)
Provision for income taxes	126			39			530			133
Net loss	$	(7,391	)	$	(5,786	)	$	(24,779	)	$	(13,854	)

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	Three Months Ended October 31,				Nine Months Ended October 31,
	2014		2013		2014		2013
Consolidated Statements of Operations Data:
Revenue:
Subscription and support	80	%	79	%	81	%	78
Perpetual license	5		5		5		8
Total product revenue	85		84		86		86
Professional services	15		16		14		14
Total revenue	100		100		100		100
Cost of revenue:
Product	14		10		13		10
Professional services	13		14		14		12
Total cost of revenue	27		24		27		22
Gross profit	73		76		73		78
Operating expenses:
Sales and marketing	55		58		57		53
Research and development	31		27		31		28
General and administrative	20		21		23		21
Total operating expenses	106		106		111		102
Loss from operations	(33	)	(30	)	(38	)	(24	)
Other (expense) income:
Interest and other income	—		—				—
Interest expense	—		—				(1	)
Loss on foreign currency transactions and other gain (loss)	—		—				—
Loss before provision for income taxes	(33	)	(30	)	(38	)	(25	)
Provision for income taxes	1		—		1		—
Net loss	(34	)%	(30	)%	(39	)%	(25	)%

Comparison of the Three Months Ended October 31, 2014 and 2013

Revenue

	Three Months Ended October 31,
	2014			2013			% Change
	(in thousands)
Revenue:
Subscription and support	$	17,653		$	14,888		19	%
Perpetual license	1,040			1,055			(1	)%
Total product revenue	18,693			15,943			17	%
Professional services	3,316			2,936			13	%
Total revenue	$	22,009		$	18,879		17	%
Percentage of revenue:
Subscription and support	80		%	79		%
Perpetual license	5			5
Total product revenue	85			84
Professional services	15			16
Total	100		%	100		%

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Subscription and support revenue increased $2.8 million from the three months ended October 31, 2013 to the three months ended October 31, 2014. Of the total increase in subscription and support revenue, approximately $0.9 million, or 35%, represented revenue from new customers acquired after October 31, 2013, and approximately $1.9 million, or 65%, represented revenue from existing customers at or prior to October 31, 2013. The increase in revenue from existing customers was due primarily to sales of additional seats, which we believe is attributable to increased adoption of Agile practices by our customers.

Perpetual license revenue remained relatively flat from the three months ended October 31, 2013 to the three months ended October 31, 2014. The timing of sales of perpetual licenses is difficult to predict, and we do not believe comparing our perpetual license revenue on a period to period basis is a meaningful indicator of a trend or future results.

Professional services revenue increased 0.4 million from the three months ended October 31, 2013 to the three months ended October 31, 2014. The increase was driven by higher demand for our services to help companies implement Agile and Lean approaches to software development.

Cost of Revenue and Gross Profit Percentage

	Three Months Ended October 31,
	2014			2013			% Change
	(in thousands)
Cost of revenue:
Product	$	3,025		$	1,997		51	%
Professional services	2,956			2,577			15	%
Total cost of revenue	$	5,981		$	4,574
Cost of revenue:
Product	14		%	10		%
Professional services	13			14
Total cost of revenue	27		%	24		%
Total gross profit percentage	73		%	76		%

Cost of product revenue increased $1.0 million from the three months ended October 31, 2013 to the three months ended October 31, 2014. The increase was primarily comprised of a $0.8 million increase in personnel and related expenses and a $0.2 million increase in internet expenses associated with obtaining additional capacity to support our solutions. Our product headcount increased from 34 as of October 31, 2013 to 51 as of October 31, 2014.

Cost of professional services revenue increased $0.4 million from the three months ended October 31, 2013 to the three months ended October 31, 2014. The increase was primarily due to a $0.3 million increase in personnel and related expenses and a $0.1 million increase in third-party consulting services. Our professional services headcount increased from 30 as of October 31, 2013 to 40 as of October 31, 2014.

Operating Expenses

Sales and Marketing

	Three Months Ended October 31,
	2014			2013			% Change
	(in thousands)
Sales and marketing	$	11,992		$	10,832		11	%
Percentage of total revenue	55		%	58		%

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Sales and marketing expenses increased $1.2 million from the three months ended October 31, 2013 to the three months ended October 31, 2014. The increase was primarily due to an increase of $0.8 million in personnel and related expenses. Our sales and marketing headcount increased from 158 as of October 31, 2013 to 210 as of October 31, 2014. Travel and entertainment expenses increased $0.2 million as a result of our larger sales and marketing teams and an increase in travel to customers. Expenses associated with utilization of software licenses increased $0.2 million.

Research and Development

	Three Months Ended October 31,
	2014			2013			% Change
	(in thousands)
Research and development	$	6,838		$	5,167		32	%
Percentage of total revenue	31		%	27		%

Research and development expenses increased $1.7 million from the three months ended October 31, 2013 to the three months ended October 31, 2014. The increase was primarily due to an increase of $1.2 million in personnel and related expenses to enhance existing solutions and add new functionality to our solutions, an increase of $0.3 million for third-party consulting services and a $0.2 million increase in office space related expenses. Our research and development headcount increased from 121 as of October 31, 2013 to 135 as of October 31, 2014.

General and Administrative

	Three Months Ended October 31,
	2014			2013			% Change
	(in thousands)
General and administrative	$	4,389		$	4,008		10	%
Percentage of total revenue	20		%	21		%

General and administrative expenses increased $0.4 million from the three months ended October 31, 2013 to the three months ended October 31, 2014. The increase was primarily due to an increase of $0.6 million in personnel and related expenses. Our general and administrative headcount increased from 65 as of October 31, 2013 to 74 as of October 31, 2014. Offsetting the increase in personnel expense, professional fees decreased $0.1 million for legal and accounting related services and third-party consulting services expense decreased $0.1 million as a larger portion of these services are being performed internally.

Other (Expense) Income

	Three Months Ended October 31,
	2014			2013
	(in thousands)
Other (expense) income
Interest and other income	$	37		$	42
Loss on foreign currency transactions and other gain (loss)	(111		)	(87		)
Total	$	(74	)	$	(45	)

Other (expense) income was relatively unchanged from the three months ended October 31, 2013 to the three months ended October 31, 2014.

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Comparison of the Nine Months Ended October 31, 2014 and 2013

Revenue

	Nine Months Ended October 31,
	2014			2013			% Change
	(in thousands)
Revenue:
Subscription and support	$	51,197		$	42,481		21	%
Perpetual license	3,041			4,419			(31	)%
Total product revenue	54,238			46,900			16	%
Professional services	8,714			7,824			11	%
Total revenue	$	62,952		$	54,724		15	%
Percentage of revenue:
Subscription and support	81		%	78		%
Perpetual license	5			8
Total product revenue	86			86
Professional services	14			14
Total	100		%	100		%

Subscription and support revenue increased $8.7 million from the nine months ended October 31, 2013 to the nine months ended October 31, 2014. Of the total increase in subscription and support revenue, approximately $2.2 million, or 25%, represented revenue from new customers acquired after October 31, 2013, and approximately $6.5 million, or 75%, represented revenue from existing customers at or prior to October 31, 2013. The increase in revenue from existing customers was due primarily to sales of additional seats, which we believe is attributable to increased adoption of Agile practices by our customers.

Perpetual license revenue decreased $1.4 million from the nine months ended October 31, 2013 to the nine months ended October 31, 2014. In the first quarter of fiscal 2014, we announced price increases for perpetual licenses effective August 1, 2013. We believe this announcement resulted in additional purchases of licenses by customers during the nine months ended October 31, 2013 to take advantage of the pricing prior to the increase. The timing of sales of perpetual licenses is difficult to predict, and we do not believe comparing our perpetual license revenue on a period-to-period basis is a meaningful indicator of a trend or future results.

Professional services revenue increased $0.9 million from the nine months ended October 31, 2013 to the nine months ended October 31, 2014. The increase was driven by higher demand for our services to help companies implement Agile and Lean approaches to software development.

Cost of Revenue and Gross Profit Percentage

	Nine Months Ended October 31,
	2014			2013			% Change
	(in thousands)
Cost of revenue:
Product	$	8,261		$	5,482		51	%
Professional services	8,680			6,786			28	%
Total cost of revenue	$	16,941		$	12,268
Cost of revenue:
Product	13		%	10		%
Professional services	14			12
Total cost of revenue	27		%	22		%
Total gross profit percentage	73		%	78		%

Cost of product revenue increased $2.8 million from the nine months ended October 31, 2013 to the nine months ended October 31, 2014. The increase was primarily comprised of a $1.9 million increase in personnel and related expenses, a $0.2 million increase in depreciation expense as a result of computer equipment and server purchases, a $0.3 million increase in internet expenses associated with obtaining additional capacity to support our solutions and a $0.4 million increase in additional software licenses. Our product headcount increased from 34 as of October 31, 2013 to 51 as of October 31, 2014.

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Cost of professional services revenue increased $1.9 million from the nine months ended October 31, 2013 to the nine months ended October 31, 2014. The increase was primarily due to an increase of $1.3 million in personnel and related expenses and a $0.2 million increase in expenses associated with courses offered through our Agile University brand to support education on Agile and Lean software development methodologies. Travel and entertainment expenses increased $0.2 million due to additional Agile University courses and customer trainings offered internationally. Rent expense increased $0.1 million as office space in Denver, CO and Raleigh, NC was expanded to accommodate additional Agile University courses. Our professional services headcount increased from 30 as of October 31, 2013 to 40 as of October 31, 2014.

Operating Expenses

Sales and Marketing

	Nine Months Ended October 31,
	2014			2013			% Change
	(in thousands)
Sales and marketing	$	36,242		$	28,752		26	%
Percentage of total revenue	57		%	53		%

Sales and marketing expenses increased $7.5 million from the nine months ended October 31, 2013 to the nine months ended October 31, 2014. The increase was primarily due to an increase of $5.5 million in personnel and related expenses. Our sales and marketing headcount increased from 158 as of October 31, 2013 to 210 as of October 31, 2014. Rent expense increased $0.4 million as a result of an increase in allocated rent expense and an increase associated with expansion of current office spaces. Travel and entertainment expenses increased $0.3 million as a result of our larger sales and marketing teams, an increase in travel to customers, an increased number of marketing events and additional trainings. Expenses associated with utilization of software licenses increased $0.4 million. Sales and marketing events expense increased $0.9 million due to an increase in the number of events and additional expense for our annual RallyON! user conference. Holding our user conference in Washington, D.C. in 2014, as compared to holding it in Boulder, Colorado in 2013, increased our expenses year-over-year.

Research and Development

	Nine Months Ended October 31,
	2014			2013			% Change
	(in thousands)
Research and development	$	19,319		$	15,297		26	%
Percentage of total revenue	31		%	28		%

Research and development expenses increased $4.0 million from the nine months ended October 31, 2013 to the nine months ended October 31, 2014. The increase was primarily due to an increase of $3.3 million in personnel and related expenses and an increase of $0.5 million for third-party consulting services to enhance existing solutions and add new functionality to our solutions. Allocated rent expense increased $0.1 million. Our research and development headcount increased from 121 as of October 31, 2013 to 135 as of October 31, 2014.

General and Administrative

	Nine Months Ended October 31,
	2014	2013	% Change
	(in thousands)
General and administrative

		Page No.

	PART I. — FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of October 31, 2014 and January 31, 2014 (Unaudited)	3
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended October 31, 2014 and October 31, 2013 (Unaudited)	4
	Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended October 31, 2014 and October 31, 2013 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended October 31, 2014 and October 31, 2013 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	31

	PART II. — OTHER INFORMATION

Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3.	Defaults upon Senior Securities	47
Item 4.	Mine Safety Disclosures	48
Item 5.	Other Information	48
Item 6.	Exhibits	48
SIGNATURES