8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2015 (April 27, 2015)

Imprivata, Inc.

(Exact Name of Company as Specified in Charter)

Delaware	001-36516	04-3560178
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10 Maguire Road Lexington, MA	02421
(Address of Principal Executive Offices)	(Zip Code)

Company’s telephone number, including area code: (781) 674-2700

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On April 27, 2015, Imprivata, Inc. (“we,” “us” or “Imprivata”) entered into a Sixth Loan Modification Agreement (“Loan Modification Agreement”) with Silicon Valley Bank (“SVB”) which sets forth certain amendments to Imprivata’s credit facility with SVB, to among other things, extend the maturity date of the credit facility through April 2016, and to increase the borrowing limit from $10.0 million to $15.0 million, based primarily on accounts receivable.

The foregoing is only a summary of the material terms of the Loan Modification Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Loan Modification Agreement, which will be filed as an exhibit to Imprivata’s Quarterly Report on Form 10-Q.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On April 30, 2015, Imprivata, Inc. acquired all of the outstanding equity interests of HT Systems, LLC (“HT Systems”), pursuant to a Securities Purchase Agreement (the “Securities Purchase Agreement”) dated April 30, 2015, among Imprivata, the selling members of HT Systems (the “Sellers”), HT Systems and the representative of the Sellers. Under the terms of the Securities Purchase Agreement, Imprivata paid approximately $19.1 million in cash at closing, of which $2 million was deposited into an escrow fund to secure certain obligations of the Sellers to indemnify us and to pay us the amount of any shortfall in HT System’s working capital as of the closing date. The Securities Purchase Agreement also provides for up to $1.9 million in retention-based payments two years from closing, plus up to $5.0 million based on achieving certain sales targets over the two-year period following the transaction.

The Securities Purchase Agreement provides that the Sellers will indemnify us for breaches of the warranties and covenants of the Sellers, as well as certain other specified matters, subject to certain limitations set forth therein, including among other things, limitations on the period during which we may make certain claims for indemnification and limitations on the amounts for which the Sellers may be liable. The Securities Purchase Agreement further provides that we will be entitled to offset any indemnifiable losses against certain of the future contingent payments.

The foregoing is only a summary of the material terms of the Securities Purchase Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Securities Purchase Agreement, which will be filed as an exhibit to Imprivata’s Quarterly Report on Form 10-Q.

A copy of the Company’s press release, dated April 30, 2015, is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

Item 2.02. Results of Operations and Financial Condition.

On May 4, 2015, Imprivata, Inc. announced its financial results for the quarter ended March 31, 2015. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information in this Form 8-K (including Exhibit 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

The following exhibits shall be deemed to be furnished, and not filed:

Exhibit No.	Description
99.1	Press Release dated April 30, 2015. Filed herewith.
99.2	Press Release dated May 4, 2015. Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IMPRIVATA, INC.
Date: May 4, 2015	By:	/s/ Jeff Kalowski
		Jeff Kalowski
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated April 30, 2015
99.2	Press Release dated May 4, 2015

EX-99.1

Exhibit 99.1

Imprivata Acquires HT Systems to Expand its Authentication and Access Management Platform to Patients

Biometric Patient Identification System Improves Patient Engagement and Safety, Reduces Enrollment Time,

Eliminates Duplicate Medical Records, and Prevents Identity Theft and Insurance Fraud

Lexington, Mass.—April 30, 2015—Imprivata®, (NYSE: IMPR), the healthcare IT security company, today announced it has acquired HT Systems, the market leading provider of palm-vein based biometric patient identification systems, to enter into the emerging patient identification market, which Imprivata estimates to be approximately $2.0 billion globally. The acquisition of HT Systems and its PatientSecure® biometric patient identification technology supports Imprivata’s long-term vision to be the leading provider of healthcare IT security solutions that increase provider productivity, enable patient engagement, and improve patient safety.

“The acquisition of HT Systems represents our first strategic investment in expanding our market to patients. Patient engagement is going to become a critical part in the providing of care across the healthcare continuum,” said Omar Hussain, president and CEO of Imprivata. “Without systems for secure patient identification and access, meaningful patient engagement across the care continuum will be nearly impossible. We are very excited that with HT Systems, we are acquiring a leading biometric patient identification product that we can leverage through our global distribution channel and partner ecosystem to expand rapidly and meet our customers’ needs.”

Based in Tampa, Fla., HT Systems serves hospital systems and large medical groups across the U.S. The PatientSecure biometric patient identification system has identified more than 22 million patients across 65 healthcare systems comprising more than 350 hospitals and thousands of clinics. PatientSecure provides positive patient identification by distinguishing the vein pattern in a patient’s hand and retrieving the correct medical record in the healthcare provider’s electronic health record system at patient check-in. This improves patient safety and satisfaction, eliminates duplicate medical records and overlays, and guards against identity theft and insurance fraud.

“The PatientSecure solution has helped many hospitals address critical issues with patient identification and millions of patients safely register for care,” said David Wiener, CEO of HT Systems. “By joining Imprivata, we have a tremendous opportunity to rapidly expand the development and adoption of the PatientSecure solution. Imprivata and HT Systems share the same vision of helping healthcare providers focus on better patient care of their patients through our innovative technologies. We will accelerate achieving our shared goal through this acquisition.”

Under the terms of the transaction, Imprivata paid approximately $19.1 million in cash at closing. Additionally, Imprivata will pay up to $1.9 million in retention-based payments two years from closing plus up to $5.0 million based on achieving certain sales targets over the two-year period following the transaction.

Imprivata management will provide additional details of its acquisition of HT Systems on its first quarter 2015 earnings call, scheduled for Monday, May 4 at 5:00 p.m. Eastern Time. The call can be accessed by dialing 888-359-3627 or 719-325-2432 for international callers, and referencing conference ID number 8355662. Further information regarding the material terms and conditions contained in the definitive agreement will be included in Imprivata’s current report on Form 8-K, which will be filed with the SEC in connection with the transaction.

About Imprivata

Imprivata (NYSE: IMPR), the healthcare IT security company, is a leading provider of authentication and access management solutions for the healthcare industry. Imprivata’s single sign-on, authentication management and secure communications solutions enable fast, secure and more efficient access to healthcare information technology systems to address multiple security challenges and improve provider productivity for better focus on patient care. For more information, please visit www.imprivata.com.

About HT Systems

HT Systems is a healthcare technology leader, providing the latest innovation in patient identity management. PatientSecure®, the nation’s most adopted Biometric Patient Identification Management System, links the biometric information of the patient to their medical record in any HIS registration, EMPI or EMR/EHR system. HT Systems is a strategic partner of McKesson and Cerner, providing an integrated functionality to their HIS platforms as their preferred biometric identification vendor. PatientSecure is currently adopted by over 350 hospitals and thousands of affiliated clinics and physician practices across the country. With over 50 years of combined healthcare and healthcare technology experience, HT Systems partners with healthcare providers to develop quality solutions specific to the client’s environment.

Forward-looking Statements

This release contains forward-looking statements, including statements regarding Imprivata’s future financial performance, the acquisition and the integration of HT Systems and its future performance as part of Imprivata, market size and growth of the HT Systems product offering, the demand for Imprivata’s solutions, and general business conditions. Any forward-looking statements contained in this press release are based upon Imprivata’s historical performance and its current plans, estimates and expectations and are not a representation that such plans, estimates, or expectations will be achieved. These forward-looking statements represent Imprivata’s expectations as of the date of this press release. Subsequent events may cause these expectations to change, and Imprivata disclaims any obligation to update the forward-looking statements in the future. These forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, our ability to attract new customers; the extent to which customers renew their contracts for our solution; the successful integration of the HT Systems acquisition and any future acquisitions we may complete; the seasonality of our business; our ability to manage our growth; the variance of our business from quarter to quarter; the continued growth of the market for on-demand software; the timing and success of solutions offered by our competitors; market acceptance of new offerings or solutions, including the HT Systems offering; unpredictable macro-economic conditions; the loss of any of our key employees; the length of the sales and implementation cycles for our solutions; increased demands on our infrastructure and costs associated with operating as a public company; failure to protect our intellectual property; changes in current tax or accounting rules; and other risks and uncertainties. Further information on potential factors that could affect actual results is included in Imprivata’s reports filed with the SEC.

Media Contacts

John Hallock

617-615-7712

jhallock@imprivata.com

Dan Borgasano

415-308-2475

dborgasano@imprivata.com

Investor Contact:

Bob East / Asher Dewhurst

Westwicke Partners

443-213-0503

bob.east@westwicke.com

imprivata@westwicke.com

EX-99.2

Exhibit 99.2

Imprivata Achieves Revenue Growth of 32% for the First Quarter of 2015 and

Raises Annual Guidance

Lexington, Mass. — (BUSINESS WIRE) — May 4, 2015 — Imprivata^® (NYSE: IMPR), the healthcare IT security company, today announced financial results for the first quarter of fiscal 2015. Revenues for the first quarter of 2015 were $25.6 million, an increase of 32% from revenues of $19.4 million for the same period in 2014.

“The strong business momentum we saw in 2014 continued in the first quarter and demand for our products remains strong across all geographies,” said Omar Hussain, President and CEO of Imprivata. “The macro driver for our business continues to be the need to improve clinician productivity and streamline workflows as providers are frustrated with using technology in the delivery of care. In addition, hospitals are increasingly focused on security and compliance with government regulations.”

Mr. Hussain continued, “Our acquisition of HT Systems reinforces our long term vision to be the healthcare IT security company. Our vision has always been around delivering innovative security products that increase provider productivity, enable patient engagement, and improve patient satisfaction. HT Systems currently has more than 60 customers and we share over 25 joint customers and also have relationships with Epic, Cerner and McKesson. We are excited about introducing this product to new customers as well as our existing 1,200 global healthcare customers through Imprivata’s existing distribution channels.”

Recent Product Highlights

• Launched Imprivata Confirm ID our solution for Electronic Prescribing of Controlled Substances (“EPCS”);

• Introduced Imprivata’s new patented hands-free authentication solution at the annual HIMSS Conference; and

• Imprivata had a significant presence as its products were also showcased by 24 of our strategic partners.

Financial Results

Net loss for the first quarter of 2015 was $6.7 million, or $(0.28) per basic and diluted share attributable to common stockholders, as compared to a net loss of $8.3 million, or $(2.29) per basic and diluted share attributable to common stockholders for the same period in 2014. Our quarterly loss represents continued strategic investments in the business.

Adjusted EBITDA⁽¹⁾ for the first quarter of 2015 was a loss of $4.5 million, as compared to a loss of $5.8 million for the same period in 2014. Non-GAAP net loss ⁽²⁾ for the first quarter of 2015 was $5.7 million, or $(0.24) per basic and diluted share, as compared to non-GAAP net loss of $6.6 million, or $(1.82) per basic share and diluted share, for the same period in 2014. A reconciliation of GAAP to these non-GAAP financial measures has been provided in the financial statement tables included in this press release. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures.”

(1) Adjusted EBITDA is earnings before interest, taxes, depreciation and amortization adjusted for foreign currency gains (losses), stock based-compensation, transaction costs associated with business acquisitions and the impact of the fair value revaluation on our contingent liability.

(2) Non-GAAP net income (loss) and non-GAAP net income (loss) per share excludes amortization of purchased intangible assets, stock-based compensation, transaction costs associated with business acquisitions and the impact of the fair value revaluation on our contingent liability.

Second Quarter and Full-Year 2015 Financial Outlook

For the full-year, we expect revenue between $123.5 million and $126.0 million and Adjusted EBITDA to be between a loss of $10.0 million and $8.5 million. In terms of earnings per share, we expect GAAP loss to be between $0.78 per share and $0.72 per share and non-GAAP loss, which adjusts for stock-based compensation, amortization of purchased intangible assets, transaction costs associated with business acquisitions and the contingent liability revaluation, to be between $0.59 per share and $0.52 per share. Our annual EPS estimates are based on an estimated weighted average-share count of 24.1 million.

For the second quarter, we expect revenue between $28.5 million and $29.5 million and Adjusted EBITDA to be between a loss of $4.4 million and $3.9 million. In terms of earnings per share, we expect GAAP loss to be between $0.29 per share and $0.27 per share and non-GAAP loss, which adjusts for stock-based compensation, amortization of purchased intangible assets, transaction costs associated with business acquisitions and the contingent liability revaluation, to be between $0.22 per share and $0.20 per share. Our annual EPS estimates are based on an estimated weighted average-share count of 24.1 million.

Conference Call Information

Imprivata management will host a conference call at 5:00 pm (Eastern Time) on Monday, May 4, 2015 to discuss the Company’s quarter ended March 31, 2015 results, its business outlook and other matters. The conference call will be accessible by dialing 888-359-3627 or 719-325-2432 for international callers, and referencing conference ID number 8355662. A live webcast of the conference call will also be available on the investor relations section of the company’s website at http://investor.imprivata.com/.

An audio replay of the conference call will be available approximately one hour after conclusion of the call and will be accessible through May 18, 2015. The replay can be accessed by dialing 888-203-1112, or 719-457-0820 for international callers, and providing access code 8355662.

About Imprivata

Imprivata, Inc. (NYSE: IMPR) headquartered in Lexington, Massachusetts, a leading provider of authentication and access management solutions for the healthcare industry. Imprivata’s single sign-on, authentication management and secure communications solutions enable fast, secure and more efficient access to healthcare information technology systems to address multiple security challenges and improve provider productivity for better focus on patient care. For more information, please visit www.imprivata.com.

Investor relations:	Media contact:
Westwicke Partners	Imprivata
Bob East / Asher Dewhurst	John Hallock
443-213-0503	Vice President, Corporate Communications
imprivata@westwicke.com	781-761-1921
	jhallock@IMPRIVATA.com

All Imprivata products are trademarks of Imprivata, Inc. in the USA and other countries. All other product or company names mentioned are the property of their respective owners.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding the anticipated opportunity and trends for growth in our customer base and our overall business, our market opportunity, our goal to maintain market leadership and our expected financial results for Q1 2015 and the full fiscal year 2015. All statements other than statements of historical fact contained in this press release are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “could,” “increases,” “improves,” “reduces,” “implements,” “results,” “addresses,” or the negative of these terms or other comparable terminology. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts, and projections as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Imprivata’s control. Imprivata’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, our ability to successfully develop and introduce new solutions and products for existing solutions; our ability to attract new customers and retain and increase sales to existing customers; developments in the healthcare industry or regulatory environment; seasonal variations in the purchasing patterns of our customers; the lengthy and unpredictable sales cycles for new customers; our ability to maintain successful relationships with our channel partners and technology alliance partners; our dependency on sole source suppliers and a contract manufacturer for hardware components of our Imprivata OneSign solution; our ability to manage our growth effectively; our ability to respond to competitive pressures; potential liability related to privacy and security of protected health information; our ability to protect our intellectual property rights, and the other risks detailed in Imprivata’s risk factors discussed in filings with the U.S. Securities and Exchange Commission (“SEC”), including but not limited to Annual Report on Form 10-K filed with the SEC on March 11, 2015, as well as other documents that may be filed by Imprivata from time to time with the SEC. The forward-looking statements included in this press release represent Imprivata’s views as of the date of this press release. Imprivata undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Non-GAAP Financial Measures

Imprivata has provided in this release financial information that has not been prepared in accordance with generally accepted accounting principles in the United States, or GAAP. This information includes Adjusted EBITDA, non-GAAP net income (loss) and non-GAAP net income (loss) per share. These non-GAAP financial measures are not in accordance with, or an alternative for, GAAP and may be different from similar non-GAAP financial measures used by other companies. Imprivata believes that the use of these non-GAAP financial measures provides supplementary information for investors to use in evaluating operating performance and in comparing its financial measures with other companies in Imprivata’s industry, many of which present similar non-GAAP financial measures. Adjusted EBITDA (EBITDA adjusted for foreign currency gains (losses), stock based-compensation, transaction costs associated with business acquisitions and the impact of the fair value revaluation on our contingent liability), non-GAAP net income (loss) and non-GAAP net income (loss) per share exclude amortization expense associated with our purchased intangible assets, stock-based compensation, transaction costs associated with business acquisitions and the impact of the re-measurement to fair value of our contingent liability. Non-GAAP financial measures that Imprivata uses may differ from measures that other companies may use. These non-GAAP financial measures disclosed by Imprivata are not meant to be considered superior to or a substitute for results of operations prepared in accordance with GAAP, and should be viewed in conjunction with, GAAP financial measures. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measure. A reconciliation of GAAP to the non-GAAP financial measures has been provided in the tables included as part of this press release.

Imprivata, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

	March 31, 2015			December 31, 2014
Assets
Current assets:
Cash and cash equivalents	$	75,377		$	78,524
Accounts receivable, net of allowances		19,073			25,335
Prepaid expenses and other current assets		4,693			3,516
Total current assets		99,143			107,375
Property and equipment, net		7,286			7,640
Goodwill		1,560			1,560
Intangible assets, net		1,407			1,499
Other assets		98			105
Total assets	$	109,494		$	118,179
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	2,929		$	2,498
Accrued expenses and other current liabilities		6,632			10,565
Current portion of capital lease obligations and long-term debt		571			625
Current portion of other long-term liabilities		196			288
Current portion of deferred revenue		33,102			33,120
Current portion of contingent purchase price liability		236			152
Total current liabilities		43,666			47,248
Deferred revenue, net of current portion		4,004			4,021
Capital lease obligations, long-term debt and royalty obligations, net of current portion		490			619
Other long-term liabilities, net of current portion		1,634			1,535
Contingent purchase price liability, net of current portion		417			480
Total liabilities		50,211			53,903
Stockholders’ equity:
Undesignated preferred stock		—			—
Common stock		24			24
Additional paid-in capital		173,654			171,903
Accumulated other comprehensive loss		(145	)		(100	)
Accumulated deficit		(114,250	)		(107,551	)
Total stockholders’ equity		59,283			64,276
Total liabilities and stockholders’ equity	$	109,494		$	118,179

Imprivata, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended March 31,
	2015			2014
Revenue
Product	$	12,913		$	9,274
Maintenance and services		12,723			10,166
Total revenue		25,636			19,440
Cost of revenue
Product		3,423			2,160
Maintenance and services		4,927			4,193
Total cost of revenue		8,350			6,353
Gross profit		17,286			13,087
Operating expenses
Research and development		6,872			6,536
Sales and marketing		12,018			10,419
General and administrative		4,580			3,013
Total operating expenses		23,470			19,968
Loss from operations		(6,184	)		(6,881	)
Other income (expense)
Foreign currency exchange loss		(462	)		(131	)
Interest and other income (expense), net		(16	)		(29	)
Loss before income taxes		(6,662	)		(7,041	)
Income taxes		37			26
Net loss	$	(6,699	)	$	(7,067	)
Accretion of redeemable convertible preferred stock		—			(1,238	)
Net loss attributable to common shareholders	$	(6,699	)	$	(8,305	)
Net loss per share attributable to common stockholders
Basic and diluted	$	(0.28	)	$	(2.29	)
Weighted average common shares outstanding used in computing net loss per share attributable to common stockholders
Basic and diluted		23,868			3,627

Imprivata, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Three Months Ended March 31,
	2015			2014
Cash flows from operating activities:
Net loss	$	(6,699	)	$	(7,067	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		780			695
Stock-based compensation		701			298
Loss on disposal of fixed assets		14			12
Change in value of contingent purchase price liability		21			45
Changes in operating assets and liabilities:
Accounts receivable		6,262			6,264
Prepaid expenses and other current assets		(857	)		(330	)
Deferred revenue		(35	)		(410	)
Accounts payable		412			(1,783	)
Accrued expenses and other current liabilities		(4,145	)		(3,367	)
Other liabilities		5			(62	)
Net cash used in operating activities		(3,541	)		(5,705	)
Cash flows from investing activities:
Purchases of property and equipment		(371	)		(655	)
Net cash used in investing activities		(371	)		(655	)
Cash flows from financing activities:
Deferred offering costs		—			(1,154	)
Repayments for capital lease obligations, long-term debt and other		(180	)		(220	)
Proceeds from employee stock purchase plan		684			—
Proceeds from exercise of stock options		330			294
Net cash provided by (used in) financing activities		834			(1,080	)
Effect of exchange rates on cash and cash equivalents		(69	)		84
Net decrease in cash and cash equivalents		(3,147	)		(7,356	)
Cash and cash equivalents, beginning of period		78,524			13,284
Cash and cash equivalents, end of period	$	75,377		$	5,928

Imprivata, Inc.

Non-GAAP Financial Measures

(in thousands, except per share amounts)

(unaudited)

Reconciliation of GAAP Net Loss to Adjusted EBITDA

	Three Months Ended March 31,
(in thousands, except per share amounts)	2015			2014
GAAP net loss	$	(6,699	)	$	(7,067	)
Adjustments to reconcile to Adjusted EBITDA:
Income tax expense		37			26
Depreciation and amortization		780			695
Other expense (income), net		478			160
Stock-based compensation		701			298
Change in fair value of contingent liability		21			45
Transaction costs associated with business acquisitions		163			—
Adjusted EBITDA	$	(4,519	)	$	(5,843	)

Reconciliation of GAAP Net Loss to Non-GAAP Net Loss and Non-GAAP Net Loss Per Share ^(a)

	Three Months Ended March 31,
	2015			2014
GAAP net loss	$	(6,699	)	$	(7,067	)
Adjustments to reconcile to Non-GAAP net income:
Amortization of purchased intangible assets		92			128
Stock-based compensation		701			298
Change in fair value of contingent liability		21			45
Transaction costs associated with business acquisitions		163			—
Non-GAAP net loss	$	(5,722	)	$	(6,596	)
Non-GAAP net loss per share
Basic and diluted	$	(0.24	)	$	(1.82	)
Weighted average common shares outstanding used in computing non-GAAP net loss per share
Basic and diluted		23,868			3,627

(a) The Company reconciles non-GAAP net loss per share beginning with GAAP net loss instead of GAAP net loss attributable to common stockholders in order to eliminate the effect of the accretion of preferred stock on the calculation.