veev-10q_20150731.htm

 

 

 

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 July 31, 2015

or

¨

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from              to             .

Commission File Number: 001-36121

 

Veeva Systems Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

20-8235463

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

4280 Hacienda Drive

Pleasanton, California 94588

(Address of principal executive offices)

(925) 452-6500

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

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  ¨

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  ¨

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 definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer

 

x 

  

Accelerated filer

 

¨

 

 

 

 

Non-accelerated filer

 

¨ (Do not check if a smaller reporting company)

  

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  ¨    No  x

As of August 28, 2015, there were 75,888,667 shares of the Registrant’s Class A common stock outstanding and 56,524,827 shares of the Registrant’s Class B common stock outstanding.

 

 

 

 

 

 


 

VEEVA SYSTEMS INC.

FORM 10-Q

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION

 

 

Item 1.

 

Financial Statements.

1

 

 

Condensed Consolidated Balance Sheets

1

 

 

Condensed Consolidated Statements of Comprehensive Income

2

 

 

Condensed Consolidated Statements of Cash Flows

3

 

 

Notes to Condensed Consolidated Financial Statements

4

Item 2.

 

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

18

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

31

Item 4.

 

Controls and Procedures.

31

 

PART II. OTHER INFORMATION

33

 

Item 1.

 

Legal Proceedings

33

Item 1A.

 

Risk Factors

34

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

50

Item 3.

 

Defaults Upon Senior Securities

51

Item 4.

 

Mine Safety Disclosures

51

Item 5.

 

Other Information

51

Item 6.

 

Exhibits

52

 

SIGNATURES

53

 

EXHIBIT INDEX

54

 

 

 

 


 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that are based on our beliefs and assumptions and on information currently available to us. Forward-looking statements include information concerning our possible or assumed future results of operations and expenses, business strategies and plans, trends, market sizing, competitive position, industry environment and potential growth opportunities, among other things. Forward-looking statements include all statements that are not historical facts and, in some cases, can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would,” “tracking to,” “on track” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including those described in “Risk Factors” and elsewhere in this report. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

Any forward-looking statement made by us in this report speaks only as of the date on which it is made. Except as required by law, we disclaim any obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

As used in this report, the terms “Veeva,” “Registrant,” “we,” “us,” and “our” mean Veeva Systems Inc. and its subsidiaries unless the context indicates otherwise.

 

 

 

 


 

PART I. FINANCIAL INFORMATION

 

Item 1.

Financial Statements.

VEEVA SYSTEMS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except number of shares and par value)

 

 

July 31,

 

 

January 31,

 

 

2015

 

 

2015

 

 

(Unaudited)

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

119,776

 

 

$

129,253

 

Short-term investments

 

318,191

 

 

 

268,620

 

Accounts receivable, net of allowance for doubtful accounts of $609 and $413,

   respectively

 

67,977

 

 

 

92,661

 

Deferred income taxes

 

4,815

 

 

 

4,815

 

Prepaid expenses and other current assets

 

11,991

 

 

 

6,488

 

Total current assets

 

522,750

 

 

 

501,837

 

Property and equipment, net

 

44,425

 

 

 

28,203

 

Capitalized internal-use software, net

 

1,078

 

 

 

1,240

 

Goodwill

 

10,624

 

 

 

4,850

 

Intangible assets, net

 

7,683

 

 

 

4,904

 

Other long-term assets

 

5,072

 

 

 

3,856

 

Total assets

$

591,632

 

 

$

544,890

 

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

$

3,891

 

 

$

3,886

 

Accrued compensation and benefits

 

7,592

 

 

 

6,497

 

Accrued expenses and other current liabilities

 

10,891

 

 

 

8,939

 

Income tax payable

 

2,510

 

 

 

3,241

 

Deferred revenue

 

109,518

 

 

 

112,960

 

Total current liabilities

 

134,402

 

 

 

135,523

 

Other long-term liabilities

 

3,593

 

 

 

2,534

 

Total liabilities

 

137,995

 

 

 

138,057

 

Commitments and contingencies (Note 12)

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Class A common stock, $0.00001 par value; 800,000,000 shares authorized,

   75,553,842 and 64,729,479 issued and outstanding at July 31, 2015 and

   January 31, 2015, respectively

 

1

 

 

 

 

Class B common stock, $0.00001 par value; 190,000,000 shares authorized,

   56,749,327 and 66,338,146 issued and outstanding at July 31, 2015 and

   January 31, 2015, respectively

 

 

 

 

1

 

Additional paid-in capital

 

338,343

 

 

 

317,881

 

Accumulated other comprehensive income (loss)

 

(20

)

 

 

26

 

Retained earnings

 

115,313

 

 

 

88,925

 

Total stockholders’ equity

 

453,637

 

 

 

406,833

 

Total liabilities and stockholders’ equity

$

591,632

 

 

$

544,890

 

 

See Notes to Condensed Consolidated Financial Statements.

 

 

 

1


 

VEEVA SYSTEMS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, except per share data)

 

 

Three Months Ended

July 31,

 

 

Six Months Ended

July 31,

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

 

(Unaudited)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscription services

$

75,280

 

 

$

56,572

 

 

$

144,174

 

 

$

105,093

 

Professional services and other

 

22,827

 

 

 

19,092

 

 

 

43,856

 

 

 

37,292

 

Total revenues

 

98,107

 

 

 

75,664

 

 

 

188,030

 

 

 

142,385

 

Cost of revenues(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of subscription services

 

16,819

 

 

 

13,346

 

 

 

32,692

 

 

 

25,386

 

Cost of professional services and other

 

16,654

 

 

 

14,790

 

 

 

32,766

 

 

 

28,700

 

Total cost of revenues

 

33,473

 

 

 

28,136

 

 

 

65,458

 

 

 

54,086

 

Gross profit

 

64,634

 

 

 

47,528

 

 

 

122,572

 

 

 

88,299

 

Operating expenses(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

15,255

 

 

 

9,787

 

 

 

28,212

 

 

 

18,779

 

Sales and marketing

 

18,057

 

 

 

13,810

 

 

 

33,553

 

 

 

26,624

 

General and administrative

 

8,969

 

 

 

7,146

 

 

 

17,529

 

 

 

13,554

 

Total operating expenses

 

42,281

 

 

 

30,743

 

 

 

79,294

 

 

 

58,957

 

Operating income

 

22,353

 

 

 

16,785

 

 

 

43,278

 

 

 

29,342

 

Other income (expense), net

 

(445

)

 

 

(101

)

 

 

318

 

 

 

(131

)

Income before income taxes

 

21,908

 

 

 

16,684

 

 

 

43,596

 

 

 

29,211

 

Provision for income taxes

 

8,502

 

 

 

7,106

 

 

 

17,208

 

 

 

12,412

 

Net income

$

13,406

 

 

$

9,578

 

 

$

26,388

 

 

$

16,799

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Class A and Class B common

   stockholders, basic and diluted

$

13,390

 

 

$

9,490

 

 

$

26,357

 

 

$

16,643

 

Net income per share attributable to Class A and Class B

   common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.10

 

 

$

0.07

 

 

$

0.20

 

 

$

0.13

 

Diluted

$

0.09

 

 

$

0.07

 

 

$

0.18

 

 

$

0.12

 

Weighted-average shares used to compute net income per

   share attributable to Class A and Class B common

   stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

131,799

 

 

 

127,314

 

 

 

131,455

 

 

 

125,632

 

Diluted

 

144,871

 

 

 

143,353

 

 

 

144,870

 

 

 

143,506

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in unrealized losses on available-for-sale

   investments

$

(76

)

 

$

(114

)

 

$

(79

)

 

$

(68

)

Net change in cumulative foreign currency translation gain

   (loss)

 

41

 

 

 

(23

)

 

 

33

 

 

 

(57

)

Comprehensive income

$

13,371

 

 

$

9,441

 

 

$

26,342

 

 

$

16,674

 

 

 

(1)

Includes stock-based compensation as follows:

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of subscription services

$

136

 

 

$

54

 

 

$

247

 

 

$

107

 

Cost of professional services and other

 

973

 

 

 

580

 

 

 

1,715

 

 

 

1,162

 

Research and development

 

1,643

 

 

 

874

 

 

 

3,026

 

 

 

1,761

 

Sales and marketing

 

1,755

 

 

 

760

 

 

 

2,875

 

 

 

1,536

 

General and administrative

 

1,104

 

 

 

1,132

 

 

 

2,547

 

 

 

2,090

 

Total stock-based compensation

$

5,611

 

 

$

3,400

 

 

$

10,410

 

 

$

6,656

 

 

See Notes to Condensed Consolidated Financial Statements.

 

2


 

VEEVA SYSTEMS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

 

Three Months Ended

July 31,

 

 

Six Months Ended

July 31,

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

 

(Unaudited)

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$

13,406

 

 

$

9,578

 

 

$

26,388

 

 

$

16,799

 

Adjustments to reconcile net income to net cash provided by

   operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

1,344

 

 

 

991

 

 

 

2,368

 

 

 

1,921

 

Amortization of premiums on short-term investments

 

750

 

 

 

421

 

 

 

1,513

 

 

 

733

 

Stock-based compensation

 

5,611

 

 

 

3,400

 

 

 

10,410

 

 

 

6,656

 

Bad debt expense

 

245

 

 

 

41

 

 

 

238

 

 

 

69

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

1,995

 

 

 

(721

)

 

 

25,531

 

 

 

(3,533

)

Income taxes

 

(3,019

)

 

 

(280

)

 

 

(157

)

 

 

(2,958

)

Prepaid expenses and other current and long-term assets

 

(5,560

)

 

 

511

 

 

 

(5,527

)

 

 

(1,350

)

Accounts payable

 

560

 

 

 

(1,210

)

 

 

(200

)

 

 

(298

)

Accrued expenses and other current liabilities

 

1,673

 

 

 

(6,544

)

 

 

337

 

 

 

(1,226

)

Deferred revenue

 

(1,651

)

 

 

10,431

 

 

 

(3,848

)

 

 

17,923

 

Other long-term liabilities

 

(172

)

 

 

(10

)

 

 

(80

)

 

 

2

 

Net cash provided by operating activities

 

15,182

 

 

 

16,608

 

 

 

56,973

 

 

 

34,738

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of short-term investments

 

(67,078

)

 

 

(94,776

)

 

 

(167,915

)

 

 

(229,892

)

Maturities and sales of short-term investments

 

69,008

 

 

 

40,763

 

 

 

116,752

 

 

 

44,630

 

Purchases of property and equipment

 

(9,782

)

 

 

(24,983

)

 

 

(14,492

)

 

 

(25,282

)

Acquisitions, net of cash acquired

 

(7

)

 

 

 

 

 

(9,994

)

 

 

 

Purchases of intangible assets

 

(568

)

 

 

 

 

 

(568

)

 

 

 

Capitalized internal-use software development costs

 

(172

)

 

 

 

 

 

(194

)

 

 

(220

)

Changes in restricted cash and deposits

 

2

 

 

 

4

 

 

 

3

 

 

 

1

 

Net cash used in investing activities

 

(8,597

)

 

 

(78,992

)

 

 

(76,408

)

 

 

(210,763

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from early exercise of common stock options

 

2

 

 

 

 

 

 

10

 

 

 

 

Proceeds from exercise of common stock options

 

1,608

 

 

 

1,527

 

 

 

2,770

 

 

 

2,212

 

Net proceeds from offerings

 

 

 

 

(499

)

 

 

 

 

 

34,495

 

Proceeds from Employee Stock Purchase Plan

 

 

 

 

5,951

 

 

 

 

 

 

5,951

 

Restricted stock units acquired to settle employee tax withholding

   liability

 

(2

)

 

 

 

 

 

(6

)

 

 

 

Excess tax benefits from employee stock plans

 

3,982

 

 

 

6,654

 

 

 

7,151

 

 

 

11,033

 

Net cash provided by financing activities

 

5,590

 

 

 

13,633

 

 

 

9,925

 

 

 

53,691

 

Effect of exchange rate changes on cash and cash equivalents

 

40

 

 

 

(21

)

 

 

33

 

 

 

(57

)

Net change in cash and cash equivalents

 

12,215

 

 

 

(48,772

)

 

 

(9,477

)

 

 

(122,391

)

Cash and cash equivalents at beginning of period

 

107,561

 

 

 

188,888

 

 

 

129,253

 

 

 

262,507

 

Cash and cash equivalents at end of period

$

119,776

 

 

$

140,116

 

 

$

119,776

 

 

$

140,116

 

Supplemental disclosures of other cash flow information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for income taxes, net of refunds

$

13,350

 

 

$

706

 

 

$

15,992

 

 

$

4,624

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes in accounts payable and accrued liabilities related to

   property and equipment purchases

$

133

 

 

$

(90

)

 

$

2,615

 

 

$

(21

)

Vesting of early exercised stock options

$

18

 

 

$

112

 

 

$

35

 

 

$

231

 

Offering costs not yet paid

$

 

 

$

(515

)

 

$

 

 

$

 

Acquisition escrow settlement, not yet received

$

300

 

 

$

 

 

$

300

 

 

$

 

 

See Notes to Condensed Consolidated Financial Statements.

 

3


 

VEEVA SYSTEMS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Note 1.

Summary of Business and Significant Accounting Policies

Description of Business

Veeva is a leading provider of cloud-based software solutions for the global life sciences industry. We were founded in 2007 on the premise that industry-specific business problems would best be addressed by tailored cloud solutions, an approach referred to as industry cloud. All of our solutions are designed from the ground up to address the unique business and regulatory requirements of the life sciences industry. We enable life sciences companies to realize the benefits of a cloud delivery model and modern mobile applications for their most critical business functions with solutions that meet their specialized functional and compliance needs. Our fiscal year end is January 31.

Principles of Consolidation and Basis of Presentation

These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting, and include the accounts of our wholly owned subsidiaries after elimination of intercompany accounts and transactions. 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 Veeva’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015, filed on April 1, 2015. There have been no changes to our significant accounting policies described in the annual report that have had a material impact on our condensed consolidated financial statements and related notes.

The consolidated balance sheet as of January 31, 2015 included herein was derived from the audited financial statements as of that date. These unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, our comprehensive income and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year ending January 31, 2016 or any other period.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make estimates, judgments and assumptions that affect the condensed consolidated financial statements and the notes thereto. These estimates are based on information available as of the date of the condensed consolidated financial statements. On a regular basis, management evaluates these estimates and assumptions. Significant items subject to such estimates and assumptions include, but are not limited to:

 

the best estimate of selling price of the deliverables included in multiple-deliverable revenue arrangements;

 

the collectibility of our accounts receivable;

 

the fair value of assets acquired and liabilities assumed for business combinations;

 

the valuation of short-term investments and the determination of other-than-temporary impairments;

 

the valuation of building and land;

 

the realizability of deferred income tax assets;

 

the fair value of our stock-based awards and related forfeiture rates; and

 

the capitalization and estimated useful life of internal-use software development costs.

As future events cannot be determined with precision, actual results could differ significantly from those estimates.

4


 

Revenue Recognition

We derive our revenues from two sources: (i) subscription services revenues, which are comprised of subscription fees from customers accessing our enterprise cloud computing solutions, and (ii) related professional services and other revenues. Professional services and other revenues generally include consulting, data services and training. We commence revenue recognition when all of the following conditions are satisfied:

 

there is persuasive evidence of an arrangement;

 

the service has been or is being provided to the customer;

 

the collection of the fees is reasonably assured; and

 

the amount of fees to be paid by the customer is fixed or determinable.

Our subscription services arrangements are generally non-cancellable and do not provide for refunds to customers in the event of cancellations. We record revenues net of any sales taxes.

Subscription Services Revenues

Subscription services revenues are recognized ratably over the order term beginning when the solution has been provisioned to the customer. Our subscription arrangements are considered service contracts, and the customer does not have the right to take possession of the software.  

Professional Services and Other Revenues

The majority of our professional services arrangements are recognized on a time and material basis. Professional services revenues recognized on a time and material basis are measured monthly based on time incurred and contractually agreed upon rates. Certain professional services revenues are based on fixed fee arrangements and revenues are recognized based on progress against input measures, such as hours incurred. In some cases the terms of our time and materials and fixed fee arrangements may require that we defer the recognition of revenue until contractual conditions are met. Data services and training revenues are generally recognized as the services are performed.  

Multiple Element Arrangements

We apply the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2009-13, Multiple—Deliverable Revenue Arrangements, to allocate revenues based on relative best estimated selling price to each unit of accounting in multiple element arrangements, which generally include subscriptions and professional services. Best estimated selling price of each unit of accounting included in a multiple element arrangement is based upon management’s estimate of the selling price of deliverables when vendor specific objective evidence or third-party evidence of selling price is not available.

Our multiple element arrangements contain non-software deliverables such as our subscription offerings and professional services. For these arrangements we must: (i) determine whether each deliverable has stand-alone value; (ii) determine the estimated selling price of each element using the selling price hierarchy of vendor-specific objective evidence (VSOE) of fair value, third-party evidence (TPE) or best estimated selling price (BESP), as applicable; and (iii) allocate the total price among the various deliverables based on the relative selling price method.

In determining whether professional services and other revenues have stand-alone value, we consider the following factors for each consulting agreement: availability of the consulting services from other vendors, the nature of the consulting services and whether the professional services are required in order for the customer to use the subscription services.

We have determined that we are not able to establish VSOE of fair value or TPE of selling price for any of our deliverables, and accordingly we use BESP for each deliverable in the arrangement. The objective of BESP is to estimate the price at which we would transact a sale of the service deliverables if the services were sold on a stand-alone basis. Revenue allocated to each deliverable is recognized when the basic revenue recognition criteria are met for each deliverable.

We determine BESP for our subscription services included in a multiple element subscription arrangement by considering multiple factors including, but not limited to, stated subscription renewal rates offered to the customer to renew the service and other major groupings such as customer type and geography.

BESP for professional services considers the discount of actual professional services sold compared to list price, the experience level of the individual performing the service and geography.

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Deferred Revenue

Deferred revenue includes amounts billed to customers for which the revenue recognition criteria have not been met. The majority of deferred revenue primarily consists of billings or payments received in advance of revenue recognition from our subscription services described above and is recognized as the revenue recognition criteria are met. We generally invoice our customers in annual, quarterly or monthly installments for the subscription services, which are typically contracted for a term of one year or less. Accordingly, the deferred revenue balance does not generally represent the total contract value of a subscription arrangement. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue.

Certain Risks and Concentrations of Credit Risk

Our revenues are derived from subscription services, professional services and other services delivered primarily to the pharmaceutical and life sciences industry. We operate in markets that are highly competitive and rapidly changing. Significant technological changes, shifting customer needs, the emergence of competitive products or services with new capabilities and other factors could negatively impact our operating results.

Our financial instruments that potentially subject us to concentration of credit risk consist primarily of cash and cash equivalents, short-term investments and trade accounts receivable. Our cash equivalents and short-term investments are held in safekeeping by large, credit-worthy financial institutions. We have established guidelines relative to credit ratings, diversification and maturities that seek to maintain safety and liquidity. Deposits in these financial institutions may exceed federally insured limits.

We do not require collateral from our customers and generally require payment within 30 to 60 days of billing. We periodically evaluate the collectibility of our accounts receivable and provide an allowance for doubtful accounts as necessary, based on historical experience. Historically, such losses have not been material.

One customer represented 17% of accounts receivable in the condensed consolidated financial statements as of July 31, 2015 and no single customer represented over 10% of accounts receivable in the condensed consolidated financial statements as of January 31, 2015. No single customer represented over 10% of total revenues in the condensed consolidated financial statements for the three and six months ended July 31, 2015 and 2014.

Recent Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board (FASB) issued new accounting guidance Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. This guidance is intended to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement, primarily to determine whether the arrangement includes a sale or license of software. The new guidance is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. We have elected not to early adopt. The adoption of this guidance is not expected to have a material impact on our condensed consolidated financial statements.

In August 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date.” This Update defers the effective date of ASU 2014-09, “Revenue from Contracts with Customers,” issued in May 2014, for all entities by one year, although companies still have the option to begin applying the new guidance as of the original effective date. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. ASU 2014-09 requires revenue to be recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 supersedes the existing revenue recognition guidance in “Revenue Recognition (Topic 605)” and permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our condensed consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.

Note 2.

Acquisition of Qforma CrowdLink

On March 31, 2015, we completed our acquisition of the key opinion leader, or KOL, business and products known as Qforma CrowdLink in an all-cash transaction. We expect this acquisition to support our key opinion leader business. Total closing consideration for the purchase was $9.8 million in cash, net of a $0.3 million release of escrow, not yet received by period end. There are no contingent cash payments related to this transaction. As of July 31, 2015, we had incurred $0.3 million in acquisition-related transaction costs which are reflected in general and administrative expenses on our condensed consolidated statements of comprehensive income. The assets, liabilities and operating results of Qforma CrowdLink have been reflected in our consolidated financial statements from the date of acquisition and have not been material.

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Through the transaction we acquired the outstanding equity interests of Mederi AG, and the selected other KOL-related business assets and liabilities of Qforma, Inc. and other affiliated entities. Under the acquisition method of accounting, the total preliminary purchase price was allocated to Qforma CrowdLink's net tangible and intangible assets based upon their estimated fair values as of March 31, 2015. The total preliminary purchase price for Qforma CrowdLink was $9.8 million of which $5.8 million was allocated to goodwill, $3.3 million to identifiable intangible assets and $0.6 million to net assets assumed.

Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and intangible assets and represents the future economic benefits of the data technology contributions in support of our data-related offerings. Goodwill is not deductible for U.S. tax purposes.

The fair values assigned to assets acquired and liabilities assumed are based on management’s best estimates and assumptions as of the reporting date and are considered preliminary pending finalization of valuation analyses pertaining to intangible assets assumed, liabilities assumed and tax liabilities assumed including calculation of deferred tax assets and liabilities. Changes to amounts recorded as assets or liabilities may result in corresponding adjustments to goodwill during the measurement period (up to one year from the acquisition date).

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands):

 

Purchase price

 

 

 

Cash

$

9,750

 

 

 

 

 

Allocation of purchase price

 

 

 

Cash

$

56

 

Accounts receivable

 

1,085

 

Intangible assets

 

3,300

 

Deferred tax asset

 

1,312

 

Other current and non-current assets

 

50

 

Deferred tax liability

 

(1,096

)

Other current and non-current liabilities

 

(731

)

Goodwill

 

5,774

 

Total purchase price

$

9,750

 

We did not record any in-process research and development in connection with the acquisition.

Intangible assets are being amortized on a straight-line basis over an estimated useful life ranging from four to five years. Each component of identifiable intangible assets acquired in connection with the above acquisition as of July 31, 2015 were as follows (dollar amounts in thousands):

 

 

July 31, 2015

 

 

 

 

 

 

 

 

 

 

Net

 

 

Remaining

 

 

Estimated

 

 

Accumulated

 

 

Carrying

 

 

Useful Life

 

 

Fair Value

 

 

Amortization

 

 

Amount

 

 

(in years)

 

Existing technology

$

200

 

 

$

(13

)

 

$

187

 

 

 

4.7

 

Database

 

1,800

 

 

 

(120

)

 

 

1,680

 

 

 

4.7

 

Customer relationships

 

800

 

 

 

(67

)

 

 

733

 

 

 

3.7

 

Software

 

500

 

 

 

(33

)

 

 

467

 

 

 

4.7

 

 

$

3,300

 

 

$

(233

)

 

$

3,067

 

 

 

 

 

 

Pro forma results of operations have not been presented because the effect of this acquisition was not material to the consolidated financial statements.

Note 3.

Short-Term Investments

We classify short-term investments as available-for-sale at the time of purchase and reevaluate such classification as of each balance sheet date. All short-term investments are recorded at estimated fair value. Unrealized gains and losses for available-for-sale securities are included in accumulated other comprehensive income (loss), a component of stockholders’ equity. We evaluate our

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investments to assess whether those with unrealized loss positions are other than temporarily impaired. We consider impairments to be other than temporary if they are related to deterioration in credit risk or if it is likely we will sell the securities before the recovery of their cost basis. Realized gains and losses and declines in value judged to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net, in the condensed consolidated statements of comprehensive income. Interest, amortization of premiums, and accretion of discount on all short-term investments classified as available for sale are also included as a component of other income (expense), net, in the condensed consolidated statements of comprehensive income.

At July 31, 2015, short-term investments consisted of the following (in thousands):

 

 

 

 

 

 

Gross

 

 

Gross

 

 

Estimated

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Fair

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset-backed securities

$

10,951

 

 

$

1

 

 

$

(3

)

 

$

10,949

 

Commercial paper

 

9,991

 

 

 

 

 

 

 

 

 

9,991

 

Corporate notes and bonds

 

35,470

 

 

 

6

 

 

 

(38

)

 

 

35,438

 

U.S. agency obligations

 

242,747

 

 

 

58

 

 

 

(13

)

 

 

242,792

 

U.S. treasury securities

 

19,019

 

 

 

6

 

 

 

(4

)

 

 

19,021

 

Total available-for-sale securities

$

318,178

 

 

$

71

 

 

$

(58

)

 

$

318,191

 

 

At January 31, 2015, short-term investments consisted of the following (in thousands):  

 

 

 

 

 

 

Gross

 

 

Gross

 

 

Estimated

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Fair

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset-backed securities

$

9,323

 

 

$

 

 

$

(4

)

 

$

9,319

 

Commercial paper

 

3,394

 

 

 

 

 

 

 

 

 

3,394

 

Corporate notes and bonds

 

45,990

 

 

 

18

 

 

 

(19

)

 

 

45,989

 

U.S. agency obligations

 

199,822

 

 

 

92

 

 

 

(3

)

 

 

199,911

 

U.S. treasury securities

 

9,999

 

 

 

8

 

 

 

 

 

 

10,007

 

Total available-for-sale securities

$

268,528

 

 

$

118

 

 

$

(26

)

 

$

268,620

 

 

We may sell our short-term investments at any time, without significant penalty, for use in current operations or for other purposes, even if they have not yet reached maturity. As a result, we classify our investments, including securities with maturities beyond 12 months, as current assets in the accompanying condensed consolidated balance sheets.

The following table summarizes the estimated fair value of our short-term investments, designated as available-for-sale and classified by the contractual maturity date of the securities as of the dates shown (in thousands):

 

 

July 31,

 

 

January 31,

 

 

2015

 

 

2015

 

Due in one year or less

$

247,989

 

 

$

224,263

 

Due in greater than one year

 

70,202

 

 

 

44,357

 

Total

$

318,191