evbg-10q_20180630.htm

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

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

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

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

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

	As of June 30, 2018			As of December 31, 2017
Assets
Current assets:
Cash and cash equivalents	$	102,599		$	103,051
Short-term investments		3,423			42,908
Accounts receivable, net		33,064			31,699
Prepaid expenses		4,949			2,563
Deferred costs		5,419			2,429
Other current assets		2,858			811
Total current assets		152,312			183,461
Property and equipment, net		2,722			2,796
Capitalized software development costs, net		11,487			10,005
Goodwill		53,048			31,328
Intangible assets, net		23,842			8,634
Deferred costs		7,792			—
Other assets		242			189
Total assets	$	251,445		$	236,413
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	4,154		$	2,446
Accrued payroll and employee related liabilities		12,727			11,111
Accrued expenses		4,277			1,825
Deferred revenue		79,417			70,090
Note payable		440			—
Contingent liabilities		—			682
Other current liabilities		791			808
Total current liabilities		101,806			86,962
Long-term liabilities:
Deferred revenue, noncurrent		3,046			2,982
Convertible senior notes		91,755			89,481
Deferred tax liabilities		922			482
Other long term liabilities		1,079			515
Total liabilities		198,608			180,422
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $0.001, 10,000,000 shares authorized, no shares issued or outstanding as of June 30, 2018 and December 31, 2017, respectively		—			—
Common stock, $0.001 par value, 100,000,000 shares authorized, 29,259,367 and 28,330,460 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively		29			28
Additional paid-in capital		184,654			164,995
Accumulated deficit		(129,415	)		(109,252	)
Accumulated other comprehensive income (loss)		(2,431	)		220
Total stockholders’ equity		52,837			55,991
Total liabilities and stockholders’ equity	$	251,445		$	236,413

	Three Months Ended						Six Months Ended
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
Revenue	$	35,822		$	25,021		$	66,341		$	47,865
Cost of revenue		11,532			7,239			21,192			14,893
Gross profit		24,290			17,782			45,149			32,972
Operating expenses:
Sales and marketing		19,179			11,057			34,955			21,963
Research and development		12,027			5,179			20,198			10,456
General and administrative		8,635			5,065			16,479			10,265
Total operating expenses		39,841			21,301			71,632			42,684
Operating loss		(15,551	)		(3,519	)		(26,483	)		(9,712	)
Other income (expense), net:
Interest and investment income		400			77			856			128
Interest expense		(1,572	)		(2	)		(3,144	)		(3	)
Other expense, net		(6	)		(6	)		(204	)		(38	)
Total other income (expense), net		(1,178	)		69			(2,492	)		87
Loss before income taxes		(16,729	)		(3,450	)		(28,975	)		(9,625	)
Provision for income taxes		(189	)		13			(285	)		(14	)
Net loss	$	(16,918	)	$	(3,437	)	$	(29,260	)	$	(9,639	)
Net loss per share attributable to common stockholders:
Basic	$	(0.59	)	$	(0.12	)	$	(1.02	)	$	(0.35	)
Diluted	$	(0.59	)	$	(0.12	)	$	(1.02	)	$	(0.35	)
Weighted-average common shares outstanding:
Basic		28,848,809			27,877,346			28,642,887			27,526,038
Diluted		28,848,809			27,877,346			28,642,887			27,526,038

	Common stock					Additional paid-in			Accumulated			Accumulated— other comprehensive
	Shares			Par value		capital			deficit			income (loss)			Total
Balance at December 31, 2017		28,330,460		$	28	$	164,995		$	(109,252	)	$	220		$	55,991
Cumulative effect of adoption of ASU 2014-09, net of taxes		—			—		—			9,097			—			9,097
Stock-based compensation		—			—		16,716			—			—			16,716
Vesting of restricted stock units		444,248			—		—			—			—			—
Restricted stock units withheld to settle employee tax withholding liability		(81,097	)		—		(3,772	)		—			—			(3,772	)
Exercise of stock options		521,563			1		5,834			—			—			5,835
Issuance of shares under employee stock purchase plan		44,193			—		881			—			—			881
Other comprehensive income		—			—		—			—			(2,651	)		(2,651	)
Net loss		—			—		—			(29,260	)		—			(29,260	)
Balance at June 30, 2018		29,259,367		$	29	$	184,654		$	(129,415	)	$	(2,431	)	$	52,837

	Six Months Ended June 30,
	2018			2017
Cash flows from operating activities:
Net loss	$	(29,260	)	$	(9,639	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		6,328			5,228
Amortization of deferred costs		2,513			2,808
Loss on disposal of assets		84			—
Deferred income taxes		101			41
Accretion of interest on convertible senior notes		2,274			—
Non-cash investment income		(228	)		(8	)
Provision for doubtful accounts and sales reserve		24			369
Change in fair value of contingent consideration		(250	)		—
Stock-based compensation		16,512			2,044
Increase (decrease) in operating assets and liabilities:
Accounts receivable		5,627			(2,973	)
Prepaid expenses		(2,011	)		(1,044	)
Deferred costs		(4,198	)		(2,427	)
Other assets		(1,005	)		(352	)
Accounts payable		93			(430	)
Accrued payroll and employee related liabilities		305			500
Accrued expenses		566			293
Deferred revenue		1,061			2,868
Other liabilities		12			363
Net cash used in operating activities		(1,452	)		(2,359	)
Cash flows from investing activities:
Capital expenditures		(414	)		(505	)
Proceeds from sale leaseback		—			395
Payments for acquisition of business, net of acquired cash		(35,857	)		(21,529	)
Purchase of short-term investments		(30,932	)		(12,427	)
Maturities of short-term investments		70,645			—
Additions to intangibles		(168	)		—
Additions to capitalized software development costs		(4,038	)		(3,044	)
Net cash used in investing activities		(764	)		(37,110	)
Cash flows from financing activities:
Restricted stock units withheld to settle employee tax withholding liability		(3,772	)		—
Payment of contingent consideration		(431	)		—
Proceeds from follow on offering, net		—			10,444
Payments of public offering costs		—			(729	)
Payments of debt issuance costs		(84	)		—
Proceeds from employee stock purchase plan		881			854
Proceeds from stock option exercises		5,835			1,115
Net cash provided by financing activities		2,429			11,684
Effect of exchange rates on cash and cash equivalents		(665	)		(147	)
Net decrease in cash, cash equivalents and restricted cash		(452	)		(27,932	)
Cash, cash equivalents and restricted cash—beginning of period		103,051			60,765
Cash, cash equivalents and restricted cash—end of period	$	102,599		$	32,833
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest	$	771		$	—
Taxes, net of refunds received		41			3
Supplemental disclosure of non-cash activities:
Capitalized assets included in accounts payable and accrued expenses		85			1,335
Deferred offering costs in accounts payable and accrued expenses		—			143
Stock-based compensation capitalized for software development		204			25

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

	Useful life in years		As of June 30, 2018			As of December 31, 2017
Furniture and equipment		5	$	1,903		$	1,854
System hardware		5		1,714			1,623
Office computers		3		3,124			2,586
Computer and system software		3		1,222			1,193
				7,963			7,256
Less accumulated depreciation and amortization				(5,241	)		(4,460	)
Property and equipment, net			$	2,722		$	2,796

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

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

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

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

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

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

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

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

	As of June 30, 2018
	Quoted		Significant
	Prices in		Other		Significant
	Active		Observable		Unobservable
	Markets		Inputs		Inputs		Total Fair
	(Level 1)		(Level 2)		(Level 3)		Value
	(in thousands)
Assets:
Cash equivalents:
Money market funds	$	90,704		—		—	$	90,704
Short-term investments:
U.S. government and agency securities		—		3,423		—		3,423
Total financial assets	$	90,704	$	3,423	$	—	$	94,127

	At December 31, 2017

Delaware		26-2919312
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

25 Corporate Drive, Suite 400 Burlington, Massachusetts		01803
(Address of principal executive offices)		(Zip Code)

Large accelerated filer	☐	Accelerated filer	☒

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

Emerging growth company	☒

		Page

PART I.	FINANCIAL INFORMATION	3

Item 1.	Condensed Consolidated Financial Statements (unaudited)	3

	Condensed Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017	3

	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2018 and 2017	4

	Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2018 and 2017	5

	Condensed Consolidated Statements of Stockholders’ Equity for the Six Months Ended June 30, 2018	6

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2018 and 2017	7

	Notes to the Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45

Item 4.	Controls and Procedures	46

PART II.	OTHER INFORMATION	47

Item 1.	Legal Proceedings	47

Item 1A.	Risk Factors	47

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47

Item 3.	Defaults Upon Senior Securities	48

Item 4.	Mine Safety Disclosures	48

Item 5.	Other Information	48

Item 6.	Exhibits	49

Signatures		50

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Balance, beginning of period	$	(637	)	$	(359	)	$	(863	)	$	(374	)
Additions		(83	)		(289	)		109			(289	)
Write-offs		4			38			38			53
Balance, end of period	$	(716	)	$	(610	)	$	(716	)	$	(610	)

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Balance, beginning of period	$	(78	)	$	(125	)	$	(100	)	$	(45	)
Additions		(133	)		—			(133	)		(80	)
Write-offs		2			9			24			9
Balance, end of period	$	(209	)	$	(116	)	$	(209	)	$	(116	)

	As of			As of
	June 30, 2018			December 31, 2017
Accounts receivable	$	33,780		$	32,662
Allowance for doubtful accounts		(716	)		(963	)
Net accounts receivable	$	33,064		$	31,699

				As of June 30, 2018
	Gross carrying amount		Amortization period	Accumulated amortization			Net carrying amount
Capitalized software development costs	$	41,141	3 years	$	(29,654	)	$	11,487
Total capitalized software development costs	$	41,141		$	(29,654	)	$	11,487

	Amounts
2018 (for the remaining six months)	$	3,047
2019		4,850
2020		2,853
2021		737
	$	11,487